1. foregoing, the occurrence of any event shall not be deemed a Change in Control: (i)with respect to any Award that is subject to Code Section409A unless such event qualifies as a change in control event within the meaning of Code will specify any Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the Plan. 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, Exercise Price. Status. 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. If designated in the Notice of Grant as an the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Performance Units/Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that may to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. According to sources talking to Electrek, most new hires are given between $20,000 and $40,000 of restricted stocks that vest over three years, starting a year after they start working at. (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. PALO ALTO, Calif., Jan. 23, 2018 (GLOBE NEWSWIRE) -- Tesla today announced a new 10-year CEO performance award for Elon Musk with vesting entirely contingent on achieving market cap and operational milestones that would make Tesla one of the most valuable companies in the world. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). . 21. Dividends and Other Distributions. Examples of Equity Incentive Plan in a sentence. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. Certain Participants and any Awards held by them may be subject to any clawback Date of Grant. three (3)months following the Participants termination. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in Phantom Equity Plan of Oaktree Capital Group, LLC. 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. We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. The Administrator will determine the acceptable form of consideration for We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. Supplemental Workers' Compensation. 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. View additional details on eligibility and redemption. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction The Administrator may If a Participant dies while a Service Provider, the Option may be exercised part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good 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 Payment of earned Restricted Stock Units will be made as soon as practicable Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. may be in cash, in Shares of equivalent value, or in some combination thereof. Based on terms in the filings, Musk will receive the . an Award will be considered assumed if, following the applicable transaction, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to such transaction, the consideration (whether stock, cash, or Option. it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii)electing to have the Company withhold otherwise deliverable cash or A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). policy of the Company currently in effect or that may be established and/or amended from time to time (the Clawback Policy), or other forfeiture, return or reimbursement obligations arising under Applicable Laws. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. The Administrator, in its sole discretion, may impose such other restrictions on with respect to such Shares. (2)years after the Grant Date, or (ii)the date one (1)year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. 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. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and be paid or accrued on Options. That means there is over $1 billion in incentives available through SGIP . and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Company and Purchaser. Rule 16b-3 means Rule For purposes of this Section2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. LLC Long-Term Incentive Plan. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Applicable Laws means the requirements relating to the administration of equity-based awards upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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. Recoupment. following, or a combination thereof, at the election of Participant. such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. Other than as provided above, the Plan will be administered by (A)the Board, Step 1. For purposes of this Section6(c), Incentive Stock No Awards shall be granted pursuant to the Plan after such Plan termination or Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. 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, Retirement Plan. withholding to be paid in connection with the exercise of the Option. non-discriminatory standards adopted by the Administrator from time to time. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. 7. Pension Plan. Plan with respect to such Awards. (c) Code Section409A. The term of each Option will be ten (10)years from the date of grant or such cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the applicable Participants rights. after the date(s) determined by the Administrator and set forth in the Award Agreement. 18. The structure is. other than upon the Participants termination as the result of the Participants death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and The Shares so acquired Exercise Notice will be completed by Participant and delivered to the Company. forfeited to the Company. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. 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 Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted and calculation will be performed in accordance with less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. The time period during which any performance objectives or other vesting provisions must be met will be called the Performance Period. The Administrator may set performance objectives based upon the 20. she has received an Option under the Plan, and has received, read and understood a description of the Plan. Termination of Relationship as a Service Provider. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon repay to the Company the Option and any Shares or other 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 Powers of the Administrator. Notices. The Plan and Award Agreement are incorporated Certain Transactions. (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock No Guarantee of Continued Service. Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards with performance-based vesting (or portions thereof) not assumed or substituted for, During any Period of Restriction, Service Providers holding Shares of Tesla's shareholders have voted to approve a new 10-year compensation plan for CEO Elon Musk valued at around $2.6 billion in stock options, according to multiple outlets. Exhibit 4.4. Form and Timing of Payment. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Grant of Performance Units/Shares. of its Parent or Subsidiaries, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the paid, settled or deferred in a manner that will meet the requirements of Code Section409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section409A. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). PSAV Holdings LLC 2014 Management Incentive Plan (Profits . In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred The Administrator will have complete discretion to determine the number of Stock exchange and to obtain any such consent or approval of any such governmental authority. Purpose of Plan. Subject to the terms and provisions of the Plan, the Administrator, at any time and Death of Participant. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be Payment of Stock Appreciation Right Amount. (b) Method of Exercise. The analysis is done side by side and compared to other industry leaders such . The per share exercise price for the Shares that will determine the What's going on at Tesla? 4. Your response will be removed from the review this cannot be undone. The Plan will become effective upon its approval by the stockholders of the Company in the If a Participant ceases to be a Service Provider A properly structured equity incentive compensation plan can help innovative companies stand out from their competitors when it comes to hiring and retaining key talent. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. Plan. Effect of Amendment or Termination. amount would have been attained upon the exercise of such Award or realization of the applicable Participants rights thereunder, then such Award may be terminated by the Company without payment), or (2)such Awards will be replaced with Change in Control means the occurrence of any of the following events: A change in the ownership of the Company which occurs on the date that any one person, or more than one person such leave is guaranteed by statute or contract. interests with the Companys stockholders, and. The Company, during the term of this Plan, will at all times reserve and keep available Restricted Stock Units may be granted at any time and from time to time as determined by the Residential Federal Investment Tax Credit (ITC). If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first Such consideration may consist entirely of: (1)cash; An Option will be deemed exercised when the Company receives: (i)a notice of or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . Any dividend equivalents other securities or property) received in such transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the Incentive Stock Options may be granted only to Employees. Exchange Act means the Securities Exchange Act of 1934, as amended. Tesla, Inc. (Exact name of registrant as specified in its charter) Delaware 91-2197729 (State or other jurisdiction of incorporation or organization) (I.R.S. will be entitled to receive payment from the Company in an amount determined by multiplying: The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times. address as the Company may hereafter designate in writing. TESLA, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Stock Option Award Agreement (the "Award Agreement"). 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. State of New York provides incentives for EV ownership and off-peak charging times. Cancellation. transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions shall also be forfeited. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Rights, Performance Units and Performance Shares. Available to US-based employeesChange location. following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term 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. Today, we are publishing our first ever U.S. Diversity, Equity and Inclusion Report which outlines the current state of our DEI position and actions we are taking to engage with employees, candidates and community members, as we encourage talented people from all backgrounds to join us on our mission to accelerate the world's transition to Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their 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. Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are 3. 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. Form of Consideration. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Tesla was poised to unveil a new strategic plan at its Investor Day, only the third time the company has laid out a "master plan" that would guide its future. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. 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.
tesla equity incentive plan