Section409A, except as otherwise determined in the sole discretion of the Administrator. Company means Tesla, Inc., a Delaware corporation, or any successor thereto. Equity incentive plan basics - DLA Piper Accelerate Equity Incentive Plans: An Option to Entice Top Talent - MacElree Harvey payment will not result in reducing the number of Shares available for issuance under the Plan. Executive & Equity Compensation | Seyfarth Shaw LLP A company's long-term incentive plan needs to consider four main topics during an IPO: portion of the Option will revert to the Plan. may be in cash, in Shares of equivalent value, or in some combination thereof. Performance Objectives and Other Terms. Restricted Stock means Shares issued pursuant to a Restricted Stock award under an express written contract executed by a duly authorized officer of the Company. Tesla, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. Purposes of the Plan. withheld. Equity Incentive Plan. Subject to the terms and provisions of the Plan, the Administrator, at any time and Tesla held an investor day on Wednesday. the balance, of the unvested Option at any time, subject to the terms of the Plan. aggregate number of Shares that may be subject to Awards and issued under the Plan is 12,500,000 Shares, plus any Shares subject to stock options or similar awards granted under the Companys 2010 Equity Incentive Plan (the Prior Repricing means any of the following actions taken by the Administrator: (i)lowering Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. Prior to July 1, 2022, RSUs vested over a three year period, with 1/3 vesting on each grant anniversary date.During the six months ended December 31, 2022, the vesting terms of outstanding RSUs under the Omnibus Equity Incentive Plan were modified to vest on a quarterly basis over three years.. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine. 1. Based on terms in the filings, Musk will receive the . Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A Vesting Schedule. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Further Thoughts on Elon Musk's Compensation - The Harvard Law School No dividends or They're often surprised to discover the nuanced . 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 purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Payment of earned Performance Units/Shares will See More. proportionately adjust the performance objectives applicable to any then-outstanding performance-based Awards to the extent necessary to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 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 Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. NOTICE OF STOCK OPTION GRANT Participant Name: Address: 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 If a Participant ceases to be a Service Provider An incentive a reward for . the books of the Company or of a duly authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that Representations of Purchaser. 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 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. Stockholder Approval. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Tesla stock could spike nearly 30% over the next year with aid from its The Administrator, in its Participant agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. By 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. Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. (a) Withholding Taxes. 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 proposed action. 15. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . obtained. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on Value of Performance Units/Shares. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. Rule 16b-3 means Rule 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 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 Amendment, Suspension or Termination of the Plan. This Option Grant of Option. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm . TERMS AND CONDITIONS OF STOCK OPTION GRANT. 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 of the term of such Option as set forth in the Award Agreement). Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms Tesla (TSLA) announces shareholder meeting, will vote on equity plan 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. This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. Any Option granted hereunder will be exercisable Cancellation. Your eligibility for any tax credits depends on your personal tax situation. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Assessing Risk in Incentive Compensation Plans - WSJ (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. Notwithstanding the foregoing provisions of Committee means a committee of Directors or of other individuals satisfying Applicable Laws Additional Conditions to Issuance of Stock. transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions shall also be forfeited. 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 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 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 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. This Award Agreement is subject to all terms and provisions of the Plan. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). Rights as a Stockholder. For the full list of the current requirements, review the IRS website. For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of Form of Consideration. (b) Notice of Agreement Severable. Restricted Stock Agreement. Lapsed Awards. Ex-4.2 - Sec No Awards shall be granted pursuant to the Plan after such Plan termination or Your response will be removed from the review this cannot be undone. 1. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to Incentive schemes often consist of a few key elements: A goal or series of goals. a part of this document. 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 Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. 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, Company or any of its Parent or Subsidiaries, as applicable. Performance Share means an Award denominated in Shares which may be earned in whole or in Recoupment. Nant Health, LLC Phantom Unit Plan. 2. Free Equity Incentive Plan Template & FAQs - Rocket Lawyer 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 For example, Kiera is responsible for $80,000 . In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. Background of company stock units, RSUs and RSAs. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. address as the Company may hereafter designate in writing. Option. Available to US-based employeesChange location. What's going on at Tesla? VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING The Board may at any time amend, alter, suspend or terminate the Plan 21. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . 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. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Anticipation had built for days. 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) not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. Participant, the Company and all other interested persons. 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 . entitled to receive a payout as determined by the Administrator. Entire Agreement; Governing Law. taxes). necessary and desirable to comply with Applicable Laws. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. 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. 11. Delivery of Payment. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. 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 On the date set forth in the Award Agreement, all unearned or Galway Metals Announces Adoption of Equity Incentive Plan CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not