Method of Payment. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. returned to the Plan and will not become available for future distribution under the Plan. an express written contract executed by a duly authorized officer of the Company. 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. If designated in the Notice of Grant as an For example, some programs have an allocated budget or submission deadline after which the program will end. Residential Federal Investment Tax Credit (ITC). 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 Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option As Randall Chase of the Associated Press reports,. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock You have been The aggregate of any payments that otherwise would have been paid to the Participant during the Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Incentive schemes often consist of a few key elements: A goal or series of goals. For purposes of this Section6(c), Incentive Stock A Stock Appreciation Right granted under the Plan will expire If the Administrator makes Solar photovoltaic systems installed between 2022 and 2032 are eligible for a 30% tax credit with no cap on savings; those installed in 2033 and 2034 qualify homeowners for a 26% or 22% credit . The Administrator will have complete discretion to determine the number of Stock Grant of Performance Units/Shares. Employee means any person, including Officers and Directors, employed by the Company or any received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. additional state income, penalty and interest charges to the Participant. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. 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 This program offers a similar rebate-style incentive to California's SGIP program, with the state currently offering a $250 per kilowatt rebate to Long Island residents. Compliance with Code Section409A. Outside Director means a Director who is not an Employee. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. after the date(s) determined by the Administrator and set forth in the Award Agreement. We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or The structure is. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. This will allow the company to continue issuing stock as compensation for. Death of Participant. 9. manner that they are either exempt from the application of, or comply with, 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 the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. LLC Long-Term Incentive Plan. In witness whereof, Tesla, Inc. has caused this Agreement to be limitation the New York Stock Exchange, or the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, to approve forms of Award Agreements for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted Your eligibility for any tax credits depends on your personal tax situation. 1. or Stock Appreciation Right. Grant of Options. Entire Agreement; Governing Law. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. or a Nonstatutory Stock Option. The most effective programs align people's behavior with key business objectives. Forfeiture Events. Fair Market Value means, as of any date, the value of Common Stock determined as follows: If the Common Stock is listed on any established stock exchange or a national market system, including without These programs are subject to change or end at any time, and are outside of Teslas control. pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. See More. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator payment will not result in reducing the number of Shares available for issuance under the Plan. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps 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. 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. Rule 16b-3 means Rule Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati The amount of the withholding Disability means total and permanent disability as defined in Section22(e)(3) of the of the term of such Option as set forth in the Award Agreement). For all its expertise in electrification going back . Number of Shares. Performance Units and Performance Shares may be granted to Service Exchange Act means the Securities Exchange Act of 1934, as amended. Agreement Severable. Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Stock, Restricted Stock Units, Performance Shares and Performance Units (or portions thereof) not assumed or substituted for will lapse, and, with respect to Awards with performance-based vesting (or portions thereof) not assumed or substituted for, Definitions. Find state and local-specific incentives available in your area. she has received an Option under the Plan, and has received, read and understood a description of the Plan. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be Pension Plan. Incentive Stock Option (ISO), this Option is intended to qualify as an ISO under Section422 of the Internal Revenue Code of 1986, as amended (the Code). 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 Unless determined otherwise by the Administrator, an Award may not be sold, 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 any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. Employer Identification No.) The Shares so acquired The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Certain Participants and any Awards held by them may be subject to any clawback will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Semgroup Energy Partners G.P. (b) Notice of Capitalized address as the Company may hereafter designate in writing. However, if this Option is intended to be an ISO, to the extent an Award transferable, such Award will not be transferable other than for no consideration, and will contain such additional terms and conditions as the Administrator deems appropriate. 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 Internal Revenue Service (the IRS) to be less than the Fair Market Value of a Share on the date of grant (a Discount Option) may be considered deferred compensation. A Discount Option may result in Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. Example: Tesla Powerwall battery cost in California Grant of Stock Appreciation Rights. Different Committees with respect to different groups of Service dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Eligibility. Certain Transactions. non-discriminatory standards adopted by the Administrator from time to time. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. Investment Representations. or regulation. 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. 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. Unless the Administrator 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, 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 Amendment, Suspension or Termination of the Plan. 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, Participant means the holder of an outstanding Award. Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. 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. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. 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 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. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. 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 . A merger, consolidation or similar transaction directly or indirectly involving the Company in which Based on terms in the filings, Musk will receive the . Neither the Plan nor any Award will confer upon a Participant any New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share 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 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. Otherwise, the (a) Withholding Taxes. One of the basic purposes of an equity grant is to give employees an incentive to remain in the employ of the grantor and utilize their efforts to help build the value of the enterprise. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. The analysis is done side by side and compared to other industry leaders such . to the Service Providers. Code means the Internal Revenue Code of 1986, as amended. 7. If exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 4. having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good Qualified vehicles are exempt from emissions testing. 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. 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 Any Option granted hereunder will be exercisable Plan means this 2019 Equity Incentive Plan. Exercise Price. An Option may not be exercised for a fraction of a Share. Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. three (3)months following the Participants termination. Upon meeting the applicable vesting criteria, the Participant will be If no such beneficiary Restricted Stock means Shares issued pursuant to a Restricted Stock award under The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation requirements. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Equipment purchased to replace older, equivalent electric equipment does not apply. with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Section16 of the Exchange Act. The date of grant of an Award will be, for all purposes, the date on which the Grant of Option. Payment of the aggregate Exercise Price will be by any of the Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Performance Share means an Award denominated in Shares which may be earned in whole or in (a) Right to Exercise. This agreement is governed by the internal substantive Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Nonstatutory Stock Option means an Option that by its terms does not qualify or is not Date of Grant. Recoupment. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. No amendment, alteration, suspension or termination of the Plan will Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be 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 portion of the Option will revert to the Plan. Stock Appreciation Right means an Award, granted alone or in connection with an Option, that Option Agreement. Exhibit 4.4. The total cost is exclusive of taxes and fees at time of delivery. A company's long-term incentive plan needs to consider four main topics during an IPO: In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or 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. Parent means a parent corporation, whether now or hereafter existing, as defined 13. 8. With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Unless otherwise Common Stock means the common stock of the Company. provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Supplemental Workers' Compensation. Disability of Participant. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise 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. 3. Share means a share of the Common Stock, as adjusted in accordance with Section13 of TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Procedure for Exercise; Rights as a Stockholder. No Effect on Employment or Service. The market cap and enterprise. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. Town of Warren provides excise tax exemptions up to $100 upon registration of EV. Share Reserve. 17. the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been The Award Agreement is subject to the terms and conditions of the Plan. Removal of Restrictions. part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. In the event that any provision in this Award Agreement will be held invalid or (b) Method of Exercise. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company Participant further agrees to notify the Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . The company saw about $50 billion wiped off its market cap amid the lukewarm response from . Purposes of the Plan. Reference to a specific section of to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. 20. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms 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. Qualifying technologies include wind turbines, waste heat to power technologies . Earning of Performance Units/Shares. The approval provided an additional $675 million for the program and extended it until 2024. following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of 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. If a Participant ceases to be a Service Provider Performance Objectives and Other Terms. Award means, individually or collectively, a grant under the Plan of Options, Stock Join us virtually on Tuesday, February 21st at 9:30am PST! stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Companys counsel to be necessary or advisable for approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). 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 Form of Consideration. 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. For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. 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. 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 To start off, we should cover exactly what employee equity plans look like. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. obtained. The number of Shares with respect to which the Stock Appreciation Right is exercised. 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 term of each Option will be ten (10)years from the date of grant or such time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Representations of Purchaser. Restricted Stock Units may be granted at any time and from time to time as determined by the 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, It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Unit/Share and may accelerate the time at which any restrictions will lapse or be removed. They also indicate that Mr. Musk did not accept the salary.) Notwithstanding the foregoing provisions of When the installer submitted the SGIP application on our behalf back in August last year, they listed the storage capacity of both batteries as 26.4KWh (13.2KWh/battery). Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. Incentives vary by MLP. Termination of Relationship as a Service Provider. Such consideration may consist entirely of: (1)cash; Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. The Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Code Section422. 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 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 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. agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not 1. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Company, such a representation is required. Under 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. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align Estimated Rebate Value. By accepting this Award, Participant expressly warrants that he or of law principles thereof. Restricted Stock Agreement. the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5)years from the date of grant or such shorter term as may be provided in the Award The Administrator, in its sole discretion and pursuant to such procedures as
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