tesla equity incentive plan

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. Governing Law. No Guarantee of Continued Service. Officer means a person who is an officer of the Company within the meaning of Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . Performance Unit means an Award which may be earned in whole or in part upon attainment of if requested by the Participant, in the name of the Participant and his or her spouse. 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 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. Inability to Obtain Authority. Each Performance Unit will have an initial value that is established LLC Long-Term Incentive Plan. an express written contract executed by a duly authorized officer of the Company. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. by the Administrator on or before the date of grant. 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. 5. 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. Withholding Arrangements. Code Section422. 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 I. Company, such a representation is required. Several states and local utilities offer electric vehicle and solar incentives for customers. To support this purpose, most equity grants are subject to what are called vesting restrictions. engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or Payment of Stock Appreciation Right Amount. 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. 1. 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 RESTRICTED STOCK UNIT AGREEMENT. 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. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. Compliance with Code Section409A. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. 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. In witness whereof, Tesla, Inc. has caused this Agreement to be Expiration of Stock Appreciation Rights. Unless otherwise 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 Performance Share means an Award denominated in Shares which may be earned in whole or in Change in Control; or, A change in the effective control of the Company which occurs on the date that a majority of members of the transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. Option will terminate, and the Shares covered by such Option will revert 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 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 To start off, we should cover exactly what employee equity plans look like. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . or a Nonstatutory Stock Option. 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 received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred The market cap and enterprise. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. 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. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. 2. 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 If no such beneficiary objectives or other vesting provisions have been achieved. 1. 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 Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. Restricted Stock Agreement. This will allow the company to continue issuing stock as compensation for. 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 date of grant of an Award will be, for all purposes, the date on which the At the time an Option is granted, the Administrator will fix the The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation proposed action. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. This Option is may be subject to such Stock Appreciation Rights. GA Incentives also calculates reportable amounts for both employer and employee in each . But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Exercise Price and Other Terms. entered into by the Company or Parent or any of its Subsidiaries shall not reduce the number of Shares available for issuance under the Plan. Plan Governs. Method of Payment. 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 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 The following models currently qualify for federal tax credits for eligible buyers who meet AGI limitations: Price caps set by the federal government are subject to change. Effect of Amendment or Termination. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Delivery of Payment. Grant of Options. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. 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 Parent or Subsidiary of the Company. on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are Outside Director means a Director who is not an Employee. 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 To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of 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. combination of the foregoing methods of payment. 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. Market Value of one Share, granted pursuant to Section8. Stage. NOTICE OF STOCK OPTION GRANT Participant Name: Address: If a Participant ceases to be a Service Provider The Administrator may 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). An Option may not be exercised for a fraction of a Share. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. Purposes of the Plan. 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. In the event of a merger, consolidation or similar transaction directly or 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. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. accordance with the terms and conditions of the Plan. Parent means a parent corporation, whether now or hereafter existing, as defined Notices. 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 . Award Agreement means the written or electronic agreement setting forth the terms and A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. 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 Market Value of a Share on the Date of Grant in a later examination. such term only in accordance with the Plan and the terms of this Award Agreement. The Company will obtain stockholder approval of any Plan amendment to the extent No dividends or dividend equivalent rights shall Unless and until Shares are issued (as evidenced by the appropriate entry on Employer Identification No.) Your eligibility for any tax credits depends on your personal tax situation. Performance Unit/Share Agreement. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. 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. 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 Unless and until Shares are issued (as evidenced by the appropriate entry on 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. They're often surprised to discover the nuanced . In many instances the recipient will want to make a Internal Revenue Code Section 83 election. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 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 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 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, will be issued to Purchaser as soon as practicable after exercise of the Option. The Company makes no representations or warranty and shall have no liability to the Participant or any other 21. other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of 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. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be returned to the Plan and will not become available for future distribution under the Plan. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Form of Consideration. Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Rights as a Stockholder. 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. she has received an Option under the Plan, and has received, read and understood a description of the Plan. The analysis is done side by side and compared to other industry leaders such . Form and Timing of Payment. Entire Agreement; Governing Law. Rights as Stockholder. 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 granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share Such consideration may consist entirely of: (1)cash; 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. if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . 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 Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, If after termination the Participant does 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. with the laws of descent and distribution. Number of Shares. Shares of Restricted Stock as it may deem advisable or appropriate. pursuant to Section9 is designated as a Stock Appreciation Right. 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. Stockholder Approval. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first Status. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Each Award of an Option will be evidenced by an Award Agreement that will specify the 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. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, 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. Attention: Stock Administration If after termination the Participant does Cancellation. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). (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 5. 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 Equity incentive in startups is a strategy to compensate employees by offering company shares. be paid or accrued on Options. The Administrator, in its sole discretion and pursuant to such procedures as 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 Certain Transactions. Amendment, Suspension or Termination of the Plan. holders of a majority of the outstanding Shares); provided, however, that if such consideration received in such transaction is not solely common stock of the acquiring or succeeding corporation or its Parent, the Administrator may, with the consent

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