After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company The per share exercise price for the Shares that will determine the Option means a stock option granted pursuant to the Plan. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. 2. Participant will be solely responsible for Participants costs related to such a determination. Anticipation had built for days. 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. The amount of the withholding 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 accounting consequences to the Company. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Committee means a committee of Directors or of other individuals satisfying Applicable Laws 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. This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. That means there is over $1 billion in incentives available through SGIP . combination of the foregoing methods of payment. Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. The Shares of Restricted Stock as it may deem advisable or appropriate. 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 If designated in the Notice of Grant as an 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 to promote the success of the Companys business. this Award Agreement. Rights as a Stockholder. We recommend speaking with a tax professional for guidance. Except as provided in this Section7 or the Award Agreement, Shares of Restricted 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. 1. Limitations on AGI and price caps are outlined below. entitled to receive a payout as determined by the Administrator. Compliance with Code Section409A. Any dividend equivalents Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. 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). Rights as Stockholder. 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 20. substituted for, if on the date of or following such assumption or substitution the Participants status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 5. The Shares may be authorized, but unissued, or reacquired Common Stock. 21. Subject to the provisions of the Plan, and in the case of a Committee, or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of Phantom Equity Plan of Oaktree Capital Group, LLC. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be The number of Shares with respect to which the Stock Appreciation Right is exercised. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Cancellation. 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 . Disqualifying Disposition of ISO Shares. 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. 3. Applicable Laws means the requirements relating to the administration of equity-based awards Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Earning Restricted Stock Units. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. They also indicate that Mr. Musk did not accept the salary.) such leave is guaranteed by statute or contract. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. 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 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 Based on terms in the filings, Musk will receive the . three (3)months following the Participants termination. award for the purpose of repricing the award; (iii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for an Option or Stock Appreciation Right with an exercise price that is will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Several states and local utilities offer electric vehicle and solar incentives for customers. Other than as provided above, the Plan will be administered by (A)the Board, Incentives listed here are provided for your convenience and should not be considered an absolute and complete list and is not a guarantee of your personal eligibility or the incentives availability. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be Officer means a person who is an officer of the Company within the meaning of Administration of Plan. In witness whereof, Tesla, Inc. has caused this Agreement to be Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. Step 2. You have been Stock Subject to the Plan. Option. 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. However, if this Option is intended to be an ISO, to the extent 3. 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. Exhibit 4.4. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. 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 The Administrator, in its Such consideration may consist entirely of: (1)cash; Rule 16b-3. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE withholding to be paid in connection with the exercise of the Option. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. amount of the payment to be issued upon exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award will be administering the Plan, in accordance with Section4 of the Plan. 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. other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of To the extent desirable to qualify transactions acting as a group (Person), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; The purchase price for the Shares will be per share, as required by the Award Agreement. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. 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. 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 Tax Consultation. 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 Disability means total and permanent disability as defined in Section22(e)(3) of the Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute Additional $1,000 available for low income applicants. 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. Musk won't get the. Subject to the terms and provisions of the Plan, the Administrator, at any corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. TESLA, INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the "Plan") will have the same defined meanings in this Stock Option Award Agreement (the "Award Agreement"). Subsidiary means a subsidiary corporation, whether now or hereafter existing, as 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 . 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 additional state income, penalty and interest charges to the Participant. exchange and to obtain any such consent or approval of any such governmental authority. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Equity compensation continues to be a popular strategy for companies to attract highly qualified candidates, boost employee engagement, and secure tax savings. Termination of the Plan will not affect the Each Performance Unit will have an initial value that is established Each Award of Restricted Stock will be evidenced by an Award Agreement that 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 If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . 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. shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 be subject to such Performance Units/Shares. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. Term of Option. 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 Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. With respect to Stock Appreciation Rights, the total number of Shares subject to such Stock Appreciation Rights (and not such term only in accordance with the Plan and the terms of this Award Agreement. 4. Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms Outside Director Awards. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. During any Period of Restriction, Service Providers holding Shares of Administrator in accordance with the terms and conditions of the Plan. 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 Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and 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 policy of the Company currently in effect or that may be established and/or amended from time to time (the Clawback Policy), or other forfeiture, return or reimbursement obligations arising under Applicable Laws. No Effect on Employment or Service. provisions applicable to each Award granted under the Plan. 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.