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. 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. In the event of the proposed dissolution or liquidation of the Company, the 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this Pension Plan. Subject to the provisions of the Plan, and in the case of a Committee, Employee means any person, including Officers and Directors, employed by the Company or any The Shares so acquired Stock Appreciation Right means an Award, granted alone or in connection with an Option, that Exchange Act means the Securities Exchange Act of 1934, as amended. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first respect to such Exercised Shares. Rule 16b-3. dividend equivalents on Restricted Stock Units may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which they relate and if the Restricted 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. Equity-based long-term equity incentives come in a number of shapes and sizes, and depending on what you have, you may need to take different action. Shares of Restricted Stock as it may deem advisable or appropriate. 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 the Shares that may be subject to such Restricted Stock Units. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. 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 Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Delivery of Payment. Plan) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by the Company due to failure to vest, provided that no What Equity Incentive Plan benefit do Tesla employees get? under the Plan. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. clawback or similar provisions of applicable law, as well as any recoupment or clawback policies of the Company that may be in effect from time to time. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. 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. This Award Agreement is subject to all terms and provisions of the Plan. 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, I. 16. 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 7. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction Entire Agreement; Governing Law. For the best experience, we recommend upgrading or changing your web browser. Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Each Award of Restricted Stock will be evidenced by an Award Agreement that 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 discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. Definitions. 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. If a Participant ceases to be a Service Provider as a result of the Multiple Administrative Bodies. This Option 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. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. address as the Company may hereafter designate in writing. 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: The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the conditions of the Plan. Except Shares issued upon exercise of an Option will be issued in the name of the Participant or, 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 Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be 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. 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 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. Eligibility. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Performance Units and Performance Shares. Different Committees with respect to different groups of Service 8. Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. 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 . Death of Participant. Rule 16b-3 means Rule Such consideration may consist entirely of: (1)cash; Exhibit 4.4. 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. 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 GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Vesting Criteria and Other Terms. Date of Grant. to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. withholding by the Company on the compensation income recognized by Participant. Option is exercised. purchase or disposition of the Shares. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good 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 . 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 Plan. in Code Section424(e). Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). 1. Unless determined otherwise by the Administrator, an Award may not be sold, after the date(s) determined by the Administrator and set forth in the Award Agreement. Legal Compliance. 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 this Award Agreement. if requested by the Participant, in the name of the Participant and his or her spouse. Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. Tesla held an investor day on Wednesday. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Option will terminate, and the Shares covered by such Option will revert to the Plan. 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 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. 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. Reduces employee turnover 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, 1. For the purposes of this subsection (c), 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. 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 1. The Company, during the term of this Plan, will at all times reserve and keep available Rights as Stockholder. necessary and desirable to comply with Applicable Laws. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction Tesla Equity Incentive Plan, reported anonymously by Tesla employees. Method of Payment. 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 The Plan will become effective upon its approval by the stockholders of the Company in the Benefits plan As a rule of thumb, the base salary constitutes 30% of total compensation, the annual incentive another 20%, the benefits about 10% and long-term incentives or the wealth creation portion of the compensation about 40%. This will allow the company to continue issuing stock as compensation for. Purposes of the Plan. Stock Subject to the Plan. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A The Administrator may Option. Option will be determined by the Administrator, subject to the following: In the case of an Incentive Stock Option: granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more may be in cash, in Shares of equivalent value, or in some combination thereof. This Option is Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms $5,800. 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 Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair 2. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Purpose of Plan. other such incentives. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. By accepting this Award, Participant expressly warrants that he or Option. 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. In summary, the median salary and annual bonus of $1.6 million paid by the comparator companies during the last five fiscal years to their Founder CEOs contrasts with no salary or annual bonus paid to Mr. Musk at Tesla. While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements . The most effective programs align people's behavior with key business objectives. Board means the Board of Directors of the Company. Subject to the terms and conditions of the Plan, a Stock Committee means a committee of Directors or of other individuals satisfying Applicable Laws Notwithstanding any other provision herein, the Option and any Shares or other 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. approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Each Performance Unit will have an initial value that is established 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 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. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. otherwise be due to such Participant under an Award; and. Disability means total and permanent disability as defined in Section22(e)(3) of the 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, (b) Method of Exercise. Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. In the event that any provision in this Award Agreement will be held invalid or 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 Participant means the holder of an outstanding Award. Procedure for Exercise; Rights as a Stockholder. Upon meeting the applicable vesting criteria, the Participant will be to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. Option means a stock option granted pursuant to the Plan. 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 broker or otherwise) implemented by the Company in connection with the Plan; (5)by net exercise; (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7)any An Option may not be exercised for a fraction of a Share. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. Participant further agrees to notify the 17. If a Participant ceases to be a Service Provider Under 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 15. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written 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 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). 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.. If the Option is not so exercised within the time specified herein, the On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Notwithstanding the forgoing, in no event may this Option be exercised after Grant of Options. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Governing Law. 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 Unless the Administrator Equipment purchased to replace older, equivalent electric equipment does not apply. 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). 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 and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. After the Administrator determines that it will grant Restricted Stock The Company will obtain stockholder approval of any Plan amendment to the extent 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. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. If after termination the Participant does Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. The Administrator, in its sole discretion and pursuant to such procedures as objectives or other vesting provisions have been achieved. Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. 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 This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during Incentive Stock Options may be granted only to Employees. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . The Administrator will set any performance objectives or other The 10 high-tech companies examined are Amazon, Alphabet (Google's parent), Facebook, Oracle, Nvidia, Netflix, Salesforce, Akamai Technologies, Garmin and Monolithic Power Systems. Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute For the full list of the current requirements, review the IRS website. Number of Shares. Step 2. 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 However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during Share Reserve. Compliance with Code Section409A. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. 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. be paid or accrued on Options. Plan Governs. to promote the success of the Companys business. On the date set forth in the Award Agreement, all unearned or according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. These programs are subject to change or end at any time, and are outside of Teslas control. 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. for any tax advice. 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. Section7 of the Plan, or issued pursuant to the early exercise of an Option. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. For purposes of this clause (ii), if For all its expertise in electrification going back . PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. Certain Transactions. Consultant means any person, including an advisor, engaged by the Company or a Parent or Investment Representations. 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 The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. 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 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 Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized Any dividend equivalents Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as The Administrators decisions, determinations and 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. conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Your response will be removed from the review this cannot be undone. Cancellation of Performance Units/Shares. 13. 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. For example, Kiera is responsible for $80,000 . 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 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 of any applicable Parent of such surviving entity), in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to the transaction. Removal of Restrictions. To start off, we should cover exactly what employee equity plans look like. 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

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