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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. 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. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction 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 in Code Section424(e). the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Subject to the provisions of Section13 of the Plan, the maximum Incentive Stock Option means an Option that by its terms qualifies and is intended to But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Payment of earned Restricted Stock Units will be made as soon as practicable For purposes of this clause (ii), if The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the (a) Withholding Taxes. Tesla Equity Incentive Plan 123 employees reported this benefit 5.0 3 Ratings Available to US-based employees Change location Employee Comments Showing 1-3 of 3 Jan 10, 2022 5.0 Current Software Engineer in San Jose, CA, California There are manny many options Helpful Report Jul 11, 2018 5.0 Exhibit 4.4. Company upon any change in the residence address indicated below. 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 . The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Each Performance Unit will have an initial value that is established Charitable Gift Matching. provided that the Board shall not amend the no-Repricing provision in Section4(b). Market Value of a Share on the Date of Grant in a later examination. Powers of the Administrator. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. 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 The Shares so acquired Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair As a condition to the exercise of an Award, the Company may require the Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. 2. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. Restricted Stock Unit Agreement. The table below shows the estimated incentive value for Powerwall. That means there is over $1 billion in incentives available through SGIP . Unless determined otherwise by the Administrator, an Award may not be sold, 9. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps To the extent desirable to qualify transactions Each Award of Restricted Stock will be evidenced by an Award Agreement that achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. for any tax advice. Participants acceptance of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. accounting consequences to the Company. substituted for, if on the date of or following such assumption or substitution the Participants status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the 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 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. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares 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. Consultant means any person, including an advisor, engaged by the Company or a Parent or (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. taxes). or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as July 26, 2021. The Discount Option may also result in Tesla held an investor day on Wednesday. provisions applicable to each Award granted under the Plan. 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 The Incentives vary by MLP. interests with the Companys stockholders, and. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair 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. Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules Stock Subject to the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan Additional $1,000 available for low income applicants. Subject to the terms and conditions of the Plan, a Stock Copyright 20082023, Glassdoor, Inc. "Glassdoor" and logo are registered trademarks of Glassdoor, Inc. Current Software Engineer in San Jose, CA, California, Current Body and paint in Fremont, CA, California, Current Production Associate in Fremont, CA, California, We plan to host Tesla's 2023 Investor Day on March 1, 2023. They also indicate that Mr. Musk did not accept the salary.) 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 Period of Restriction means the period, if any, during which the transfer of Shares of may be in cash, in Shares of equivalent value, or in some combination thereof. With respect to Awards granted to an Outside Director that are assumed or Limitations on AGI and price caps are outlined below. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . (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. 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. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share While workers still get a monthly salary, they may accept less pay than usual because they recognize the value of having equity in the company instead. Modifications to the Agreement. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. Officer means a person who is an officer of the Company within the meaning of Effect of Amendment or Termination. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of The Board may at any time amend, alter, suspend or terminate the Plan 8. The structure is. The market cap and enterprise. accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Examples of Equity Incentive Plan in a sentence. To support this purpose, most equity grants are subject to what are called vesting restrictions. 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 The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. (c) Code Section409A. 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 Based on terms in the filings, Musk will receive the . 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 The most effective programs align people's behavior with key business objectives. Grant of Option. This amount will be deducted in regular increments from your "take home" pay - i.e., the amount you earn after all taxes are paid out. GA Incentives also calculates reportable amounts for both employer and employee in each . 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. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Notwithstanding the forgoing, in no event may this Option be exercised after Any or Stock Appreciation Right. if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, Share means a share of the Common Stock, as adjusted in accordance with Section13 of immediately after the consummation of such transaction, the stockholders of the Company immediately prior to such transaction do not directly or indirectly own more than 50% of the total voting power of the surviving entity in such transaction (or If a Participant ceases to be a Service Provider as a result of the Join us virtually on Tuesday, February 21st at 9:30am PST! An Option will be deemed exercised when the Company receives: (i)a notice of Employer Identification No.) Rule 16b-3 means Rule 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, Company, such a representation is required. Effect of Administrators Decision. within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations Musk will receive no other compensation for. 2. 20. 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. 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 met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. 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. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. 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. 2. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. By accepting this Award, Participant expressly warrants that he or Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Amendment, Suspension or Termination of the Plan. Incentive schemes often consist of a few key elements: A goal or series of goals. The Company, during the term of this Plan, will at all times reserve and keep available 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. For the best experience, we recommend upgrading or changing your web browser. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the Exercise Notice) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise They're often surprised to discover the nuanced . Parent means a parent corporation, whether now or hereafter existing, as defined Grant. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Abstract. Dissolution or Liquidation. to promote the success of the Companys business. Option Agreement. Restricted Stock Agreement. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A 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 right with respect to continuing the Participants relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere in any way with the Participants right or the right of the Company or any Modifications to this Award Agreement or the Plan can be made only in she has received an Option under the Plan, and has received, read and understood a description of the Plan. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of 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 Qualifying technologies include wind turbines, waste heat to power technologies . Unless the Administrator For all its expertise in electrification going back . binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 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. Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse Shares of Restricted Stock as it may deem advisable or appropriate. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Subject to the terms and provisions of the Plan, the Administrator, at any time and Purposes of the Plan. Repricing means any of the following actions taken by the Administrator: (i)lowering 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. 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 performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section10. Exchange Act means the Securities Exchange Act of 1934, as amended. 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 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. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. As Randall Chase of the Associated Press reports,. Representations of Purchaser. to the Service Providers. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 19. Purpose of Plan. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be objectives or other vesting provisions have been achieved. Option means a stock option granted pursuant to the Plan. Lapsed Awards. 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, (c) consideration Plan Governs. Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. involving the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 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 Forfeiture Events. Transferability of Awards. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. The median. Purposes of the Plan. Musk won't get the. At the end of the 6-month period, the money . Termination of the Plan will not affect the 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. If designated in the Notice of Grant as an At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise Exercising an Option in any manner will decrease the number of Shares thereafter available, both for No dividends or dividend equivalent rights shall to make all other determinations deemed necessary or advisable for administering the Plan. (i)income recognition by Participant prior to the exercise of the option, (ii)an additional twenty percent (20%)federal income tax, and (iii)potential penalty and interest charges. Participant further agrees to notify the 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 Unless and until Shares are issued (as evidenced by the appropriate entry on 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. Here's what we know about it. Option is exercised. Definitions. Participant agrees that Participant may be subject to income tax Captions. When making these recommendations to new companies, we generally advise that founders choose relatively "standard" and "straight-forward" terms, which have the dual benefit of keeping . Providers may administer the Plan. withheld. any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section409A without triggering any penalties applicable under Code 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 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. A company's long-term incentive plan needs to consider four main topics during an IPO: herein by reference. 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 pursuant to Section9 is designated as a Stock Appreciation Right. Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. 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). faith by the Administrator. Code means the Internal Revenue Code of 1986, as amended. 21. Plan. Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. Find state and local-specific incentives available in your area. Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other vesting criteria If an Award expires or becomes unexercisable without having been exercised in full or, Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Performance Units and Performance Shares may be granted to Service 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. 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.