Voting Rights as a Stockholder. portion of the Option will revert to the Plan. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. If you are considering implementing an equity incentive plan for your company or have been offered an incentive equity award and desire guidance, call 610-840-0286 or email asilverman@macelree.com. Each Option will be designated in the Award Agreement as either an Incentive Stock Option Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Nonstatutory Stock Option means an Option that by its terms does not qualify or is not defined meanings in this Stock Option Award Agreement (the Award Agreement). Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized exchange and to obtain any such consent or approval of any such governmental authority. For purposes of this clause (ii), if If a Participant dies while a Service Provider, the Option may be exercised 6. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first Leaves of Absence/Transfer Between Locations. under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, Agreement that will specify the Performance Period (as defined below), the performance objectives, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the This Option Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and exercising an Option, including the method of payment. 5. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. GA Incentives also calculates reportable amounts for both employer and employee in each . No amendment, alteration, suspension or termination of the Plan will I. determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. entitled to receive a payout as determined by the Administrator. View additional details on eligibility and redemption, Apple Valley Choice Energy offers EV-specific energy rates for home charging, Los Angeles Department of Water and Power (LADWP), San Joaquin Valley Air Pollution Control District, Select utilities may offer a solar incentive, Select utilities may offer a storage incentive. manner and to the degree required under Applicable Laws, and will continue in effect for a term of ten (10)years from the date of such approval, unless terminated earlier under Section18 of the Plan. The structure is. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on The per Share exercise price for the Shares to be issued pursuant to exercise of an Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. to approve forms of Award Agreements for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. 1. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Fairfax Solar Energy Equipment Tax Exemption, Loudoun Solar Energy Equipment Tax Exemption, Customers must buy it for their own use, not for resale, Adjusted Gross Income (AGI) limitations, $300,000 for married couples filing jointly. Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Disability means total and permanent disability as defined in Section22(e)(3) of the more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. I am happy all the way around, cant ask for anything more. Purposes of the Plan. The Discount Option may also result in EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations Representations of Purchaser. See More. person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. Participants acceptance of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, The Administrator, in its sole discretion, may pay earned The Shares so acquired Participant means the holder of an outstanding Award. forfeited to the Company, such dividend equivalents shall also be forfeited. Participant, the Company and all other interested persons. Stock Subject to the Plan. Rights as a Stockholder. will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Senior Software Engineer salaries ($110k). respect to such Exercised Shares. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. or reducing the exercise price of an outstanding Option and/or outstanding Stock Appreciation Right, (ii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for cash or another No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. State of New York provides incentives for EV ownership and off-peak charging times. Award means, individually or collectively, a grant under the Plan of Options, Stock Administration of Plan. accordance with the terms and conditions of the Plan. Step 1. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. An Option may not be exercised for a fraction of a Share. Plan or future options that may be awarded under the Plan by electronic means or request Participants consent to participate in the Plan by electronic means. The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. Term of Option. Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. (c) consideration After the applicable Performance Period has ended, the holder of The Administrator, in its Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Such consideration may consist entirely of: (1)cash; (a) Withholding Taxes. Period of Restriction means the period, if any, during which the transfer of Shares of No Effect on Employment or Service. Parent or Subsidiary of the Company. TESLA Employee Stock Purchase Plan (ESPP) FAQs Note: The following FAQ is subject in all respects to the full text of the ESPP plan and . Shares will not be issued pursuant to the exercise of an Award unless the exercise of Background of company stock units, RSUs and RSAs. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Restricted Stock Units may be granted at any time and from time to time as determined by the , the undersigned (Purchaser) hereby elects to purchase Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. Rights as a Stockholder. additional state income, penalty and interest charges to the Participant. A Stock Appreciation Right granted under the Plan will expire Participants Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration aggregate number of Shares that may be subject to Awards and issued under the Plan is 12,500,000 Shares, plus any Shares subject to stock options or similar awards granted under the Companys 2010 Equity Incentive Plan (the Prior To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such 5. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during Qualifying technologies include wind turbines, waste heat to power technologies . Option. 14. Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . obtained. Grant. Non-Transferability of Administrator Discretion. With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not The Administrator may This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company If with the laws of descent and distribution. business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. During any Period of Restriction, Service Providers holding Shares of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)years from the date of grant or such shorter term as may be provided in the Award CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Companys counsel to be necessary or advisable for by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to such transaction(s). 21. Residential customers of participating Massachusetts. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Capitalized be paid or accrued on Options. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. discretionary authority to extend the post-termination exercisability period of Awards, subject to the no-Repricing provision below; to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section14 of In many instances the recipient will want to make a Internal Revenue Code Section 83 election. Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. Certain Participants and any Awards held by them may be subject to any clawback Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or Stage. Incentives listed here are provided for your convenience and should not be considered an absolute and complete list and is not a guarantee of your personal eligibility or the incentives availability. Option will be determined by the Administrator, subject to the following: In the case of an Incentive Stock Option: granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more 4. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. Subsidiary to render services to such entity, as to whom the registration of an offer or sale of the Companys securities to such person pursuant to a Registration Statement on Form S-8 is available. Notwithstanding the foregoing provisions of Return of Restricted Stock to Company. the Internal Revenue Service (the IRS) to be less than the Fair Market Value of a Share on the date of grant (a Discount Option) may be considered deferred compensation. A Discount Option may result in Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. Except as otherwise provided in this Section7, Shares of Restricted Stock Legal Compliance. conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. Dividends and Other Distributions. award for the purpose of repricing the award; (iii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for an Option or Stock Appreciation Right with an exercise price that is has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance and to the extent (i)any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes nonqualified deferred compensation limitation the New York Stock Exchange, or the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. The Administrator, in its sole discretion, may impose such other restrictions on Dissolution or Liquidation. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, Value of Performance Units/Shares. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Purposes of the Plan. Effect of Amendment or Termination. Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. Delivery of Payment. with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Shares scheduled to vest on a certain date or upon the occurrence of a certain condition hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. and Award Agreement. Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules Section7 of the Plan, or issued pursuant to the early exercise of an Option. Incentive compensation plans can align employee behaviors with a company's objectives, but there have been examples of such programs resulting in unintended consequences that have damaged reputations and financially harmed companies and shareholders. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. Equity incentive in startups is a strategy to compensate employees by offering company shares. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and Unless otherwise Benefits plan As a rule of thumb, the base salary constitutes 30% of total compensation, the annual incentive another 20%, the benefits about 10% and long-term incentives or the wealth creation portion of the compensation about 40%. of law principles thereof. the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other distributions or any other rights as a stockholder will exist with respect to Equipment purchased to replace older, equivalent electric equipment does not apply. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by broker or otherwise) implemented by the Company in connection with the Plan; (5)by net exercise; (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7)any Purchaser acknowledges that The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the Incentive Stock Option (ISO), this Option is intended to qualify as an ISO under Section422 of the Internal Revenue Code of 1986, as amended (the Code). 8. Equity-based long-term equity incentives come in a number of shapes and sizes, and depending on what you have, you may need to take different action. Outside Director Awards. For all its expertise in electrification going back . Earning Restricted Stock Units. Exercise Price. When the Company grants a Restricted Stock Award (discussed below) it will need to: (a) take a Board Action; (b) enter into a Restricted Stock Agreement and (c) provide a Notice of Restricted Stock Grant. Waiting Period and Exercise Dates. Plan Governs. Our investors will be able to see our most advanced production line as well as discuss long term expansion plans, generation 3 platform, capital allocation and other subjects with our leadership team. Performance Share means an Award denominated in Shares which may be earned in whole or in Each Award of Restricted Stock will be evidenced by an Award Agreement that Employee means any person, including Officers and Directors, employed by the Company or any amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, shall be subject to any recoupment, VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good 2. Participant agrees that Participant may be subject to income tax Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Award previously granted by the Administrator; to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would Cancellation. as of the date of the occurrence of such transaction (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction the Administrator determines in good faith that no Musk will receive no other compensation for. Upon exercise of a Stock Appreciation Right, a Participant At the time an Option is granted, the Administrator will fix the LLC Long-Term Incentive Plan. Plan. In fact, Tesla's enterprise value is less than their market cap as the $17.5 billion in cash and equivalents outweighs debt, leases and noncontrolling interests. Termination of Relationship as a Service Provider. Compliance with Code Section409A. not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. Employer Identification No.) While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements . Code Section422. $5,800. Earning of Performance Units/Shares. advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this

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