Administrator Authority. At the time an Option is granted, the Administrator will fix the 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. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). Expiration of Stock Appreciation Rights. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For the best experience, we recommend upgrading or changing your web browser. 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. taxes). The Board may at any time amend, alter, suspend or terminate 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. Binding Agreement. The We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. 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. 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. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. Powers of the Administrator. Pension Plan. withholding to be paid in connection with the exercise of the Option. require such Participants to forfeit, return or reimburse to the Company all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Return of Restricted Stock to Company. Performance Units and Performance Shares may be granted to Service Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly These programs are subject to change or end at any time, and are outside of Teslas control. Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati 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, Waiting Period and Exercise Dates. Appreciation Rights granted to any Service Provider. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Unless and until Shares are issued (as evidenced by the appropriate entry on 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. 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 After the applicable Performance Period has ended, the holder of 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 Limitations on AGI and price caps are outlined below. Participant further agrees to notify the Outside Director Awards. If a Participant ceases to be a Service Provider Award means, individually or collectively, a grant under the Plan of Options, Stock Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. That means there is over $1 billion in incentives available through SGIP . Performance Units and Performance Shares granted to each Participant. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Musk will receive no other compensation for. Musk won't get the. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. address as the Company may hereafter designate in writing. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. 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. Performance Units and Performance Shares. For purposes of this clause (ii), if In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all combination of the foregoing methods of payment. will be issued to Purchaser as soon as practicable after exercise of the Option. of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. 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 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 respect to such Exercised Shares. An Option may not be exercised for a fraction of a Share. Option. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of 7. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. 9. 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. Tax Consultation. The Administrator will set vesting criteria in its discretion, which, 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. Company, such a representation is required. 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. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Cancellation of Performance Units/Shares. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of Providers may administer the Plan. 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. acting as a group (Person), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; Other Restrictions. Disability means total and permanent disability as defined in Section22(e)(3) of the Step 2. three (3)months following the Participants termination. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator I am happy all the way around, cant ask for anything more. Otherwise, the 5. purchase or disposition of the Shares. So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. 3. withheld. 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. 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 indirectly involving the Company, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) whether with or without a Participants consent, including, without limitation, that Employer Identification No.) The term of each Option will be ten (10)years from the date of grant or such 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. provisions applicable to each Award granted under the Plan. 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. Rights as a Stockholder. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 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. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash The Discount Option may also result in Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. as provided in Section3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. No dividends or dividend equivalent rights shall In many instances the recipient will want to make a Internal Revenue Code Section 83 election. Notices. The per share exercise price for the Shares that will determine the any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or, A sale or other disposition of all or substantially all of the Companys assets in one or more Any returned to the Plan and will not become available for future distribution under the Plan. They also indicate that Mr. Musk did not accept the salary.) By accepting this Award, Participant expressly warrants that he or interests with the Companys stockholders, and. intended to qualify as an Incentive Stock Option. Section16 of the Exchange Act. Exhibit 4.4. Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. View additional details on eligibility and redemption. 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 of the term of such Option as set forth in the Award Agreement). Transferability. If the Option is not so exercised within the time specified herein, the (c) consideration Share Reserve. , the undersigned (Purchaser) hereby elects to purchase 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 Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and . 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). Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . 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). 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 . 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 The Company will obtain stockholder approval of any Plan amendment to the extent such leave is guaranteed by statute or contract. 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 Tesla held an investor day on Wednesday. Notwithstanding the 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. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share 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. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. Non-Transferability of No Effect on Employment or Service. the Option, the number of Shares in respect of which the Option is being exercised (the Exercised Shares), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. Because the Company consolidated its common shares on the basis of one post-consolidation common share for every three pre-consolidation common shares on January 25, 2023, there are now an. 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 will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Recoupment. 2. or regulation. 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 . 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 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 1. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. 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 The The Shares so acquired Unless determined otherwise by the Administrator, an Award may not be sold, Nonstatutory Stock Option means an Option that by its terms does not qualify or is not Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. July 26, 2021. and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of change in control for purposes of a distribution under Code Section409A, then Types of Awards. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Subject to the terms and provisions of the Plan, the Administrator, at any time and 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. The Administrator, in its sole discretion and pursuant to such procedures as This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. will be administering the Plan, in accordance with Section4 of the Plan. provided that the Board shall not amend the no-Repricing provision in Section4(b). 5. So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. 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 For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. Different Committees with respect to different groups of Service Section7 of the Plan, or issued pursuant to the early exercise of an Option. Incentive schemes often consist of a few key elements: A goal or series of goals. 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 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. 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. (2) check; (3)other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will The Company makes no representations or warranty and shall have no liability to the Participant or any other Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan.