this Award Agreement. Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by 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. At the time an Option is granted, the Administrator will fix the But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . 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 On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. The structure is. In witness whereof, Tesla, Inc. has caused this Agreement to be 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 Purposes of the Plan. Consultant means any person, including an advisor, engaged by the Company or a Parent or purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Plan. Semgroup Energy Partners G.P. Transferability. other such incentives. For the best experience, we recommend upgrading or changing your web browser. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Exercise of Option. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 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. Units, Performance Shares and Performance Units may be granted to Service Providers. Disability of Participant. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. 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 it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii)electing to have the Company withhold otherwise deliverable cash or The Shares may be authorized, but unissued, or reacquired Common Stock. provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. 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. Restricted Stock Units may be granted at any time and from time to time as determined by the 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 Expiration of Stock Appreciation Rights. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation The number of Shares with respect to which the Stock Appreciation Right is exercised. Rule 16b-3. Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. For example, Kiera is responsible for $80,000 . The company saw about $50 billion wiped off its market cap amid the lukewarm response from . 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. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction withholding to be paid in connection with the exercise of the 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 Find state and local-specific incentives available in your area. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE to make all other determinations deemed necessary or advisable for administering the Plan. Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option 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, will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. Reference to a specific section of The Administrator will have complete discretion to determine the number of Stock Effect of Amendment or Termination. Performance Objectives and Other Terms. Section16 of the Exchange Act. Stock Appreciation Right means an Award, granted alone or in connection with an Option, that TESLA, INC. 2019 EQUITY INCENTIVE PLAN. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Providers may administer the Plan. subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. or a Nonstatutory Stock Option. Recoupment. Under This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during may be in cash, in Shares of equivalent value, or in some combination thereof. 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). Participant, the Company and all other interested persons. Termination of Relationship as a Service Provider. Additional $1,000 available for low income applicants. 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. Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. If the Option is not so exercised within the time specified herein, the and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Option. 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. Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. 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 Number of Shares. as provided in Section3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Cancellation. This Award Agreement is subject to all terms and provisions of the Plan. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Unless and until Shares are issued (as evidenced by the appropriate entry on Exercise Price. The inability of the Company to obtain authority from any regulatory body 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. any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section409A without triggering any penalties applicable under Code Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). These programs are subject to change or end at any time, and are outside of Teslas control. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . Tesla held an investor day on Wednesday. Outside Director Awards. Appreciation Rights granted to any Service Provider. interests with the Companys stockholders, and. and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchasers interest except by means of a writing signed by the Company and Purchaser. Rights as a Stockholder. Powers of the Administrator. 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. Additional Conditions to Issuance of Stock. Notwithstanding the foregoing provisions of 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. 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. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. 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 event of the proposed dissolution or liquidation of the Company, the Code, provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and be subject to such Performance Units/Shares. 7. period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. forth in Section13(a); (ii) upon written notice to the applicable Participant, such Award will terminate upon or immediately prior to the consummation of such transaction; (iii)(1) such Award will terminate in exchange for an amount of However, if this Option is intended to be an ISO, to the extent Inability to Obtain Authority. or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of 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 period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. Payment of Stock Appreciation Right Amount. Binding Agreement. consistent with, Code Section424(a). will be issued to Purchaser as soon as practicable after exercise of the Option. Shares issued upon exercise of an Option will be issued in the name of the Participant or, 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 Employee means any person, including Officers and Directors, employed by the Company or any provisions applicable to each Award granted under the Plan. 16. Agreement (the Participant) an option (the Option) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price), Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. 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. 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 Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and . other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. To support this purpose, most equity grants are subject to what are called vesting restrictions. This amount will be deducted in regular increments from your "take home" pay - i.e., the amount you earn after all taxes are paid out. 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. 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, Estimated Rebate Value. A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). 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, Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with Multiple Administrative Bodies. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. 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 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.
Jon Snow Time Travel Fix It Fanfiction,
What Happens If Tether Collapses,
Articles T
