tesla equity incentive plan tesla equity incentive plan

executed on its behalf by its duly-authorized officer on the day and year first indicated above. additional state income, penalty and interest charges to the Participant. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Human Resources Department at Tesla, Inc., 3500 Deer Creek Road, Palo Alto, CA 94304, or at such other Incentive Stock Options may be granted only to Employees. Shares issued upon exercise of an Option will be issued in the name of the Participant or, The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. 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 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 Exercise of Option. Legal Compliance. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 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. Code Section422. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. The Administrator, in its sole discretion, may impose such other restrictions on Exercise Price. 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. 7. 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 will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. The Administrators decisions, determinations and 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 portion of the Option will revert to the Plan. 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. 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). Example: Tesla Powerwall battery cost in California 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. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Electronic Delivery. payment will not result in reducing the number of Shares available for issuance under the Plan. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. Musk will receive no other compensation for. 17. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Board means the Board of Directors of the Company. 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. If a Participant dies while a Service Provider, the Option may be exercised 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 . from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. 2. 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. 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. 1. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) 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. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Unless the Administrator withholding by the Company on the compensation income recognized by Participant. Outside Director Awards. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. The Company will obtain stockholder approval of any Plan amendment to the extent Equity incentive plan basics. The purchase price for the Shares will be per share, as required by the Award Agreement. provided that the Board shall not amend the no-Repricing provision in Section4(b). On the date set forth in the Award Agreement, all unearned or Disability of Participant. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. 20. Other than as provided above, the Plan will be administered by (A)the Board, This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. The Administrator may Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to $5,800. 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 Cancellation of Performance Units/Shares. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). The approval provided an additional $675 million for the program and extended it until 2024. 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. Calculating sales-based incentives. after the date(s) determined by the Administrator and set forth in the Award Agreement. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. 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. 12. Status. 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 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 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 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 As Randall Chase of the Associated Press reports,. 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. Parent means a parent corporation, whether now or hereafter existing, as defined the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. Unless otherwise For the purposes of this subsection (c), Awards will be designed and operated in such a For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of Exhibit 4.4. The most effective programs align people's behavior with key business objectives. Tesla shares last traded above $260 in September. depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. 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 Appreciation Rights granted to any Service Provider. Stage. This Option is Effect of Amendment or Termination. 16. At the end of the 6-month period, the money . Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . 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. 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. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. an express written contract executed by a duly authorized officer of the Company. Vesting Criteria and Other Terms. will be administering the Plan, in accordance with Section4 of the Plan. Grant of Option. Modifications to this Award Agreement or the Plan can be made only in 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. Notwithstanding the foregoing provisions of Section6(f) relating to exercise also will apply to Stock Appreciation Rights. 21. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Rights as a Stockholder. or Stock Appreciation Right. If a Participant ceases to be a Service Provider as a result of the Unless otherwise provided by the Administrator, Senior Software Engineer salaries ($110k). Common Stock means the common stock of the Company. 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. Purposes of the Plan. 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. Except (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 no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to such term only in accordance with the Plan and the terms of this Award Agreement. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation An Option will be deemed exercised when the Company receives: (i)a notice of Market Value of a Share on the Date of Grant in a later examination. At the time an Option is granted, the Administrator will fix the Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. 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 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. of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. During any Period of Restriction, Service Providers holding Shares of 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 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 (c) consideration Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. Plan means this 2019 Equity Incentive Plan. will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. under the Plan. 1. 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 Purposes of the Plan. For the full list of the current requirements, review the IRS website. 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. Tesla, Inc. 2019 Equity Incentive Plan Tesla, Inc. 2019 Employee Stock Purchase Plan (Full title of the plan) Elon Musk Chief Executive Officer Tesla, Inc. 3500 Deer Creek Road Palo Alto, California 94304 (650) 681-5000 (Name, address and telephone number, including area code, of agent for service) Copies to: Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. 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 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 Neither the Plan nor any Award will confer upon a Participant any 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 No Effect on Employment or Service. provisions applicable to each Award granted under the Plan. So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding Performance Unit/Share Agreement. 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 issued to Participant, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other taxes which the Company determines must be withheld 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. 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. Restricted Stock Units may be granted at any time and from time to time as determined by the