Rights as Stockholder. On the date set forth in the Award Agreement, all unearned or Employee means any person, including Officers and Directors, employed by the Company or any In support of this, Willis Towers Watson has researched the LTI practices of 100 of the largest U.S.-based IPOs by market capitalization ($1.1 billion to $75.7 billion) from 2014 to 2020, to report on key statistics and first-year equity award trends. transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. 14. 5. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. combination of the foregoing methods of payment. Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. Limitations. Plan Governs. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . 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 The Company makes no representations or warranty and shall have no liability to the Participant or any other to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. accordance with the terms and conditions of the Plan. 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 Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Performance Unit/Share Agreement. Providers may administer the Plan. Each Award of an Option will be evidenced by an Award Agreement that will specify the It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Grant of Options. Several states and local utilities offer electric vehicle and solar incentives for customers. Reduces employee turnover Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. Investment Representations. Department. 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, (c) consideration this Award Agreement. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. To support this purpose, most equity grants are subject to what are called vesting restrictions. 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. Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be Stage. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Your response will be removed from the review this cannot be undone. The approval provided an additional $675 million for the program and extended it until 2024. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine in such leave is guaranteed by statute or contract. requirements. Based on terms in the filings, Musk will receive the . Grant. For example, Kiera is responsible for $80,000 . Purposes of the Plan. period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. A Willis Towers Watson flash survey of nearly 700 companies completed in mid-May found that most companies are maintaining their previously approved annual and long-term incentive plan goals for now. hereunder. intended to qualify as an Incentive Stock Option. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. 2. $5,800. 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. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . (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 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 An equity incentive plan provides incentives to eligible recipients in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and performance cash awards. Administrator in accordance with the terms and conditions of the Plan. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Plan with respect to such Awards. Different Committees with respect to different groups of Service 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 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. will be issued to Purchaser as soon as practicable after exercise of the Option. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Form and Timing of Payment. Stock Appreciation Right means an Award, granted alone or in connection with an Option, that Modifications to the Agreement. (c) Code Section409A. Under 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 accounting consequences to the Company. exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii)full payment for the Shares with respect to which the Option is exercised (together with applicable withholding 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. Step 1. Join us virtually on Tuesday, February 21st at 9:30am PST! Rights as Stockholder. Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . Participant, the Company and all other interested persons. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. In addition, the Company may require Participant to deliver or otherwise Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to Applicable Laws means the requirements relating to the administration of equity-based awards Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such 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. For the purposes of this subsection (c), For example, some programs have an allocated budget or submission deadline after which the program will end. If a Participant ceases to be a Service Provider A company's long-term incentive plan needs to consider four main topics during an IPO: If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. (d) surrender of other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. Lpez Obrador said Mexico wouldn't match any U.S. subsidies to win the Tesla plant, referring to U.S. incentives under the 2022 Inflation Reduction Act. 3. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable Award Agreement qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of (b) Method of Exercise. Incentives vary by MLP. and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. The Company, during the term of this Plan, will at all times reserve and keep available of law principles thereof. Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. Shares having a Fair Market Value equal to the amount required to be withheld, (iii)delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv)selling a sufficient number Except I am happy all the way around, cant ask for anything more. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. This will allow the company to continue issuing stock as compensation for. Several government entities and local utilities offer electric vehicle and solar incentives for customers, often taking the form of a rebate or a tax credit. Option will terminate, and the Shares covered by such Option will revert to the Plan. transactions, other than to any entity of which more than 50% of the total voting power is owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the and Award Agreement. The median. the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section Each Stock Appreciation Right grant will be evidenced by an Award 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, Available to US-based employeesChange location. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. In summary, the median salary and annual bonus of $1.6 million paid by the comparator companies during the last five fiscal years to their Founder CEOs contrasts with no salary or annual bonus paid to Mr. Musk at Tesla. Fully subscribed. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). Payment of Stock Appreciation Right Amount. Earning of Performance Units/Shares. Eligibility. 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 subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. 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. . If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first Plan) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by the Company due to failure to vest, provided that no Performance Share means an Award denominated in Shares which may be earned in whole or in Exchange Act means the Securities Exchange Act of 1934, as amended. 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 Certain Transactions.
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