Notwithstanding the withholding by the Company on the compensation income recognized by Participant. under the Plan. If the Option is not so exercised within the time specified herein, the Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written 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. 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 Awards will be designed and operated in such a three (3)months following the Participants termination. 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. Purposes of the Plan. requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable 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. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for Incentive Stock Options may be granted only to Employees. consistent with, Code Section424(a). 5. Transferability of Awards. 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 On the date set forth in the Award Agreement, the Restricted met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Subject to the provisions of the Plan, and in the case of a Committee, 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, required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. In the event of a merger, consolidation or similar transaction directly or Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. (c) Code Section409A. purchase or disposition of the Shares. Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. Each Award of an Option will be evidenced by an Award Agreement that will specify the As equity compensation is growing to be more popular, restricted stocks and stock options are being offered to hundreds of thousands of employees every year. 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 Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. Rule 16b-3 means Rule These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. 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 In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. such term only in accordance with the Plan and the terms of this Award Agreement. aggregate number of Shares that may be subject to Awards and issued under the Plan is 12,500,000 Shares, plus any Shares subject to stock options or similar awards granted under the Companys 2010 Equity Incentive Plan (the Prior In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. Plan. The Administrator will have complete discretion to determine the number of Stock Term of Plan. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Discount Option may also result in On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance Tesla Equity Incentive Plan, reported anonymously by Tesla employees. for any tax advice. In 2018, the Tesla board fashioned a 10-year pay plan for founder and CEO Elon Musk that so far stands as the most successful long-term compensation blueprint in history. 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 . will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Different Committees with respect to different groups of Service accounting consequences to the Company. Other than as provided above, the Plan will be administered by (A)the Board, The Shares may be authorized, but unissued, or reacquired Common Stock. Employee means any person, including Officers and Directors, employed by the Company or any 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. Unless otherwise provided by the Administrator, Rights as Stockholder. A company's long-term incentive plan needs to consider four main topics during an IPO: This agreement is governed by the internal substantive Purpose of Plan. Change in Control; or, A change in the effective control of the Company which occurs on the date that a majority of members of the other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Purposes of the Plan. Investment Representations. By 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 In the event of the proposed dissolution or liquidation of the Company, the engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all The Shares so acquired Value of Performance Units/Shares. Non-Transferability of It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly 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. Incentive compensation plans can align employee behaviors with a company's objectives, but there have been examples of such programs resulting in unintended consequences that have damaged reputations and financially harmed companies and shareholders. Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. Rights as Stockholder. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. Estimated Rebate Value. Company upon any change in the residence address indicated below. Unless the Administrator provides otherwise and except as A properly structured equity incentive compensation plan can help innovative companies stand out from their competitors when it comes to hiring and retaining key talent. For the full list of the current requirements, review the IRS website. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. 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. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. with respect to such Shares. Vesting Schedule. an Award will be considered assumed if, following the applicable transaction, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to such transaction, the consideration (whether stock, cash, or 7. 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 Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Today, we are publishing our first ever U.S. Diversity, Equity and Inclusion Report which outlines the current state of our DEI position and actions we are taking to engage with employees, candidates and community members, as we encourage talented people from all backgrounds to join us on our mission to accelerate the worlds transition to sustainable energy. 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. Except as otherwise provided in this Section7, Shares of Restricted Stock TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. 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. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan Today, we are publishing our first ever U.S. Diversity, Equity and Inclusion Report which outlines the current state of our DEI position and actions we are taking to engage with employees, candidates and community members, as we encourage talented people from all backgrounds to join us on our mission to accelerate the world's transition to Withholding Arrangements. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. faith by the Administrator. Types of Awards. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. 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. Each Award of Performance Units/Shares will be evidenced by an Award Binding Agreement. 5. determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. Delivery of Payment. Forfeiture Events. 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. As a condition to the exercise of an Award, the Company may require the Committee means a committee of Directors or of other individuals satisfying Applicable Laws entitled to receive a payout as determined by the Administrator. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. interests with the Companys stockholders, and. The Administrator, in its sole discretion, may impose such other restrictions on intended to qualify as an Incentive Stock Option. The Administrator will set vesting criteria in its discretion, which, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion: to select the Service Providers to whom Awards may be granted hereunder; to determine the number of Shares to be covered by each Award granted hereunder. View additional details on eligibility and redemption. Unless otherwise 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