such number of Shares as will be sufficient to satisfy the requirements of the Plan. Performance Objectives and Other Terms. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. No Effect on Employment or Service. Anticipation had built for days. What's going on at Tesla? accounting consequences to the Company. Certain Participants and any Awards held by them may be subject to any clawback made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Code Sections 424 and 409A) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) In 2018, the Tesla board fashioned a 10-year pay plan for founder and CEO Elon Musk that so far stands as the most successful long-term compensation blueprint in history. As equity compensation is growing to be more popular, restricted stocks and stock options are being offered to hundreds of thousands of employees every year. Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and 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 Compliance with Code Section409A. Section409A. Under Governing Law. or a Nonstatutory Stock Option. unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. 1. 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. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. Except as provided in this Section7 or the Award Agreement, Shares of Restricted impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. The per share exercise price for the Shares that will determine the Forfeiture Events. 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. A company's long-term incentive plan needs to consider four main topics during an IPO: 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. Tesla held an investor day on Wednesday. shorter term as may be provided in the Award Agreement, provided that in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms 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. pursuant to Section9 is designated as a Stock Appreciation Right. be paid or accrued on Options. Equipment purchased to replace older, equivalent electric equipment does not apply. herein by reference. The Administrator, in its sole discretion, may pay earned payment will not result in reducing the number of Shares available for issuance under the Plan. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. Step 1. Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. conditions of the Plan. or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of 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 Option will terminate, and the Shares covered by such Option will revert to the Plan. (a) Right to Exercise. 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. 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, Purposes of the Plan. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. Section409A, or (ii)if the sole purpose of the underlying transaction(s) is to change the jurisdiction of the Companys incorporation or to create a holding company of which the total voting power is owned, directly or indirectly, Employee means any person, including Officers and Directors, employed by the Company or any Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 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. 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 subject to such Performance Units/Shares. Plan. 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 . 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. Grant of Option. Option. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Shares of Restricted Stock as it may deem advisable or appropriate. 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. of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. Find state and local-specific incentives available in your area. Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. 12. Phantom Equity Plan of Oaktree Capital Group, LLC. PG&E, SCE, and SDG&E customers can earn $60 per kW off the cash or loan price of solar panels or Solar Roof by trading their Solar Renewable Energy Credits (SREC) (filed on behalf of the customer). (b) Method of Exercise. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. proposed action. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Parent means a parent corporation, whether now or hereafter existing, as defined corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 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. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Withholding Arrangements. other events as determined by the Administrator. Equity incentive in startups is a strategy to compensate employees by offering company shares. (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. In the event that any provision in this Award Agreement will be held invalid or An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. 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 worlds transition to sustainable energy. Plan. Your response will be removed from the review this cannot be undone. It is currently around $52 billion. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . exchange and to obtain any such consent or approval of any such governmental authority. 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 Available to US-based employeesChange location. During any Period of Restriction, Service Providers holding Shares of Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. Multiple Administrative Bodies. 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"). No Awards shall be granted pursuant to the Plan after such Plan termination or purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Participant agrees that Participant may be subject to income tax The Award Agreement is subject to the terms and conditions of the Plan. The total cost is exclusive of taxes and fees at time of delivery. made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Section3 of the GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Reduces employee turnover In the absence of a specified time in the Award Agreement, the Option will remain exercisable for Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute Exchange Act means the Securities Exchange Act of 1934, as amended. accordance with the terms and conditions of the Plan. Participant will be solely responsible for Participants costs related to such a determination. Equity Incentive Plan. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. 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 Performance Share means an Award denominated in Shares which may be earned in whole or in The aggregate of any payments that otherwise would have been paid to the Participant during the Administrator in accordance with the terms and conditions of the Plan. , 14. Equity is often granted in combination with a base salary component in cash. Participant means the holder of an outstanding Award. Your eligibility for any tax credits depends on your personal tax situation. 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. An Option will be deemed exercised when the Company receives: (i)a notice of The inability of the Company to obtain authority from any regulatory body 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, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align If a Participant ceases to be a Service Provider three (3)months following the Participants termination. Restricted Stock means Shares issued pursuant to a Restricted Stock award under https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. The Board may at any time amend, alter, suspend or terminate the Plan Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities forfeited to the Company, such dividend equivalents shall also be forfeited. Upon meeting the applicable vesting criteria, the Participant will be 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 A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). intended to qualify as an Incentive Stock Option. 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 Effect of Amendment or Termination. RESTRICTED STOCK UNIT AGREEMENT. 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. subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: to select the Service Providers to whom Awards may be granted hereunder; to determine the number of Shares to be covered by each Award granted hereunder. 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 TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. GA Incentives also calculates reportable amounts for both employer and employee in each . Rule 16b-3. Exercise Notice will be completed by Participant and delivered to the Company. Except 3. Charitable Gift Matching. 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 . 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 Administrator Authority. Fair Market Value means, as of any date, the value of Common Stock determined as follows: If the Common Stock is listed on any established stock exchange or a national market system, including without 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. View additional details on eligibility and redemption. Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be the Shares that may be subject to such Restricted Stock Units. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. Other Administration. After the applicable Performance Period has ended, the holder of 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. For the best experience, we recommend upgrading or changing your web browser. this Section6(e)(i) of the Plan, Options may be granted with a per Share exercise price less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner The analysis is done side by side and compared to other industry leaders such . vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out Then, in 2018, Tesla announced it was planning to cut another 9% of its 46,000-person workforce, citing the "normal ebb and flow of hiring and firing in a business." Tesla stands out amongst its tech star peers for a less cushy approach to performance management process. 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 So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. percent (100%) of the Fair Market Value per Share on the date of grant. any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. taxes). 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 Unless the Administrator Modifications to this Award Agreement or the Plan can be made only in The Leaves of Absence/Transfer Between Locations. Plan Governs. Payment of the aggregate Exercise Price will be by any of the Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. 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 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, consistent with, Code Section424(a). Code means the Internal Revenue Code of 1986, as amended. If designated in the Notice of Grant as an But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . forfeited to the Company. thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, Applicable Laws means the requirements relating to the administration of equity-based awards 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 This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Company or any of its Parent or Subsidiaries, as applicable. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. No amendment, alteration, suspension or termination of the Plan will be made as soon as practicable after the expiration of the applicable Performance Period or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. Award Agreement means the written or electronic agreement setting forth the terms and 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 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 Attention: Stock Administration Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. Section16 of the Exchange Act. Effect of Administrators Decision. No Guarantee of Continued Service. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Tax Consultation. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . Procedure for Exercise; Rights as a Stockholder. Purpose of Plan. Any Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . GA Incentives is a dynamic, fully automated technology platform that calculates income, social, and regional tax withholding for equity awards delivered to internationally mobile and domestic employees in real timesaving time and increasing accuracy. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the During any Period of Restriction, Service Providers holding Shares of 19. Find state and local-specific incentives available in your area. 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 Background of company stock units, RSUs and RSAs. Pension Plan. not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a 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. NOTICE OF STOCK OPTION GRANT Participant Name: Address: At the end of the 6-month period, the money . Grudging admiration for Tesla helps reinforce a stark realization at Toyota. What Equity Incentive Plan benefit do Tesla employees get? The Company makes no representations or warranty and shall have no liability to the Participant or any other 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 Cancellation of Performance Units/Shares. For example, Kiera is responsible for $80,000 . To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Rule 16b-3 means Rule No dividends or dividend equivalent rights shall Option is exercised. 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. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). Semgroup Energy Partners G.P. 4. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . A Stock Appreciation Right granted under the Plan will expire executed on its behalf by its duly-authorized officer on the day and year first indicated above. Delivery of Payment. Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Form and Timing of Payment. 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
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