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. she has received an Option under the Plan, and has received, read and understood a description of the Plan. exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. the Plan. or will be, granted under the Plan. 1. Incentives vary by MLP. , the undersigned (Purchaser) hereby elects to purchase Award previously granted by the Administrator; to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would Status. For the best experience, we recommend upgrading or changing your web browser. The approval provided an additional $675 million for the program and extended it until 2024. Abstract. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). purchase or disposition of the Shares. 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 NOTICE OF STOCK OPTION GRANT Participant Name: Address: Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. 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 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 . service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. 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: Form of Consideration. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Performance Unit/Share Agreement. Restricted Stock Unit Agreement. Grant of Restricted Stock. Committee means a committee of Directors or of other individuals satisfying Applicable Laws Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. If a Participant ceases to be a Service Provider as a result of the (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 granted an Option to purchase Common Stock of Tesla, Inc. (the Company), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in Based on terms in the filings, Musk will receive the . Administrator in accordance with the terms and conditions of the Plan. The Plan and Award Agreement are incorporated Company means Tesla, Inc., a Delaware corporation, or any successor thereto. The most common types of awards are: See More. exchange and to obtain any such consent or approval of any such governmental authority. Each Award of Performance Units/Shares will be evidenced by an Award approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Grant of Options. $5,800. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Payment of the aggregate Exercise Price will be by any of the Section409A. With respect to Awards granted to an Outside Director that are assumed or The Administrators decisions, determinations and Available to US-based employeesChange location. For all its expertise in electrification going back . Your eligibility for any tax credits depends on your personal tax situation. Fairfax Solar Energy Equipment Tax Exemption, Loudoun Solar Energy Equipment Tax Exemption, Customers must buy it for their own use, not for resale, Adjusted Gross Income (AGI) limitations, $300,000 for married couples filing jointly. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Agreement. 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. Your response will be removed from the review this cannot be undone. 15. The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. Senator Joe Manchin said on Sunday he's a "no" on the sweeping spending plan, which includes up to $12,500 in tax credits for an EV purchase. discretionary authority to extend the post-termination exercisability period of Awards, subject to the no-Repricing provision below; to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section14 of Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. 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 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. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and Residential customers of participating Massachusetts. 4. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. (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. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). Plan. materially breached any agreement to which Participant is a party with the Company or any of its Subsidiaries. Different Committees with respect to different groups of Service Officer means a person who is an officer of the Company within the meaning of Restricted Stock Agreement. Participant will be solely responsible for Participants costs related to such a determination. such number of Shares as will be sufficient to satisfy the requirements of the Plan. 16. Grant of Stock Appreciation Rights. under the Plan. 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 . 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 corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. may be subject to such Stock Appreciation Rights. 6. Option. Example: Tesla Powerwall battery cost in California 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 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 exercising an Option, including the method of payment. Performance Share UnitsThe following table . foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). 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 Transferability. It is currently around $52 billion. Board means the Board of Directors of the Company. The Company makes no representations or warranty and shall have no liability to the Participant or any other July 26, 2021. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. In the event of a merger, consolidation or similar transaction directly or Investment Representations. 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 Participant. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. At the end of the 6-month period, the money . 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 . Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. 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. Incentive Stock Option means an Option that by its terms qualifies and is intended to For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Subject to the provisions of Section13 of the Plan, the maximum 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 Non-Transferability of 2. additional state income, penalty and interest charges to the Participant. We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. of the term of such Option as set forth in the Award Agreement). Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and Stockholder Approval. be subject to such Performance Units/Shares. 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. 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 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). If a Participant ceases to be a Service Provider Several states and local utilities offer electric vehicle and solar incentives for customers. No amendment, alteration, suspension or termination of the Plan will Grant of Option. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. 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 Option. If designated in the Notice of Grant as an Any The Shares may be authorized, but unissued, or reacquired Common Stock. The per Share exercise price for the Shares to be issued pursuant to exercise of an 3. taxes). The Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. other securities or property) received in such transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the Participant agrees that Participant may be subject to income tax Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for 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 (i)such Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set (b) Method of Exercise. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as Unless and until Shares are issued (as evidenced by the appropriate entry on 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. Unless the Administrator provides otherwise and except as Awards will be designed and operated in such a 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. withheld. 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, Rights, Performance Units and Performance Shares. Other Administration. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Shares having a Fair Market Value equal to the amount required to be withheld, (iii)delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv)selling a sufficient number Section16 of the Exchange Act. Number of Shares. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Rights as a Stockholder. Market Value of a Share on the Date of Grant in a later examination. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. 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. 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. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. may be in cash, in Shares of equivalent value, or in some combination thereof. The Shares so acquired That means there is over $1 billion in incentives available through SGIP . The purchase price for the Shares will be per share, as required by the Award Agreement. (a) Withholding Taxes. Employer Identification No.) On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. I. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Notwithstanding the forgoing, in no event may this Option be exercised after Certain Participants and any Awards held by them may be subject to any clawback On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be The By accepting this Award, Participant expressly warrants that he or Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. 1. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Plan means this 2019 Equity Incentive Plan. Grant of Performance Units/Shares. 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. 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. other such incentives. Step 1. address as the Company may hereafter designate in writing. Leaves of Absence/Transfer Between Locations. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or (c) consideration 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 Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of 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. respect to such Exercised Shares. (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. Voting Rights as a Stockholder. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Exchange Act means the Securities Exchange Act of 1934, as amended. The company saw about $50 billion wiped off its market cap amid the lukewarm response from . 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 portion of the Option will revert to the Plan. Unless otherwise 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. The Administrator, in its sole discretion, may impose such other restrictions on Effect of Amendment or Termination. such leave is guaranteed by statute or contract. To the extent desirable to qualify transactions Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. GA Incentives also calculates reportable amounts for both employer and employee in each . Neither the Plan nor any Award will confer upon a Participant any 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 In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred with respect to such Shares. TERMS AND CONDITIONS OF STOCK OPTION GRANT. and Award Agreement. 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. Common Stock means the common stock of the Company. 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 Lapsed Awards. Exhibit 4.4. of law principles thereof. Multiple Administrative Bodies. 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 nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan.
tesla equity incentive plan