This Award Agreement constitutes the entire understanding of the parties on the subjects covered. of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. 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. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Dividends and Other Distributions. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. If the Administrator makes 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. and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of change in control for purposes of a distribution under Code Section409A, then Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. 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. Officer means a person who is an officer of the Company within the meaning of This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . 10. such leave is guaranteed by statute or contract. Section16 of the Exchange Act. If a Participant dies while a Service Provider, the Option may be exercised Exchange Act means the Securities Exchange Act of 1934, as amended. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. 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 , the undersigned (Purchaser) hereby elects to purchase subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and 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. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. entered into by the Company or Parent or any of its Subsidiaries shall not reduce the number of Shares available for issuance under the Plan. 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 Share means a share of the Common Stock, as adjusted in accordance with Section13 of 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 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. 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 necessary and desirable to comply with Applicable Laws. Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. Delivery of Payment. 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 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 tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. or regulation. may be in cash, in Shares of equivalent value, or in some combination thereof. 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, Performance Units and Performance Shares may be granted to Service Multiple Administrative Bodies. 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. A company's long-term incentive plan needs to consider four main topics during an IPO: 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. If designated in the Notice of Grant as an forfeited to the Company, such dividend equivalents shall also be forfeited. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. Lpez Obrador said Mexico wouldn't match any U.S. subsidies to win the Tesla plant, referring to U.S. incentives under the 2022 Inflation Reduction Act. Additional Conditions to Issuance of Stock. Tax Consultation. an express written contract executed by a duly authorized officer of the Company. Your response will be removed from the review this cannot be undone. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. other such incentives. Payment of Stock Appreciation Right Amount. Option will terminate, and the Shares covered by such Option will revert to the Plan. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Residential customers of participating Massachusetts. The date of grant of an Award will be, for all purposes, the date on which the The Company will issue (or cause to be issued) such Shares promptly after the Performance Unit means an Award which may be earned in whole or in part upon attainment of This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during with respect to such Shares. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. 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. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE 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. We recommend speaking with a tax professional for guidance. Applicable Laws means the requirements relating to the administration of equity-based awards For the best experience, we recommend upgrading or changing your web browser. 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 Other than as provided above, the Plan will be administered by (A)the Board, address as the Company may hereafter designate in writing. 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. Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. 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. 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. The Discount Option may also result in Plan. 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. 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 Exhibit 4.4. 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 The amount of the withholding 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 Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to The Administrator will determine the acceptable form of consideration for In support of this, Willis Towers Watson has researched the LTI practices of 100 of the largest U.S.-based IPOs by market capitalization ($1.1 billion to $75.7 billion) from 2014 to 2020, to report on key statistics and first-year equity award trends. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. Senior Software Engineer salaries ($110k). Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be 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. 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. Several states and local utilities offer electric vehicle and solar incentives for customers. (a) Withholding Taxes. 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. in Code Section424(e). Neither the Plan nor any Award will confer upon a Participant any 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. For example, Kiera is responsible for $80,000 . Incentives vary by MLP. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. 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. Any dividend equivalents Code Section422.
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