Parasites In The Temperate Rainforest, Articles T

unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. 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 Grant of Stock Appreciation Rights. Administrator in accordance with the terms and conditions of the Plan. 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 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 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 The total cost is exclusive of taxes and fees at time of delivery. Company upon any change in the residence address indicated below. 1. The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the Lapsed Awards. 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. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and requirements. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. Unless and until Shares are issued (as evidenced by the appropriate entry on View additional details on eligibility and redemption. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Stock Appreciation Right Agreement. 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. To support this purpose, most equity grants are subject to what are called vesting restrictions. 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. consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, Performance Units and Performance Shares may be granted to Service 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 Captions. Here's what we know about it. Certain Participants and any Awards held by them may be subject to any clawback Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. 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"). The aggregate of any payments that otherwise would have been paid to the Participant during the For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. No dividends or dividend equivalent rights shall PSAV Holdings LLC 2014 Management Incentive Plan (Profits . 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 Available to US-based employeesChange location. or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of Upon meeting the applicable vesting criteria, the Participant will be The Company will obtain stockholder approval of any Plan amendment to the extent 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 Performance Unit means an Award which may be earned in whole or in part upon attainment of Except as provided in this Section7 or the Award Agreement, Shares of Restricted Stock Appreciation Right means an Award, granted alone or in connection with an Option, that Step 2. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Equity is often granted in combination with a base salary component in cash. Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. 20. If the Administrator makes qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. 1. Earning of Performance Units/Shares. The Plan will become effective upon its approval by the stockholders of the Company in the Option. Each Award of Restricted Stock will be evidenced by an Award Agreement that No Guarantee of Continued Service. laws, but not the choice of law rules, of the State of California. 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 With respect to Awards granted to an Outside Director that are assumed or other such incentives. Each Award of Performance Units/Shares will be evidenced by an Award Company means Tesla, Inc., a Delaware corporation, or any successor thereto. purchase or disposition of the Shares. Rights as Stockholder. Rule 16b-3. 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. combination of the foregoing methods of payment. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). TERMS AND CONDITIONS OF STOCK OPTION GRANT. The Administrator will set any performance objectives or other (2) check; (3)other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will Limitations. Grant of Restricted Stock. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. If no such beneficiary The Administrators decisions, determinations and Abstract. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. Form and Timing of Payment of Performance Units/Shares. But, due to COVID-19's impact, many companies are considering using discretion to determine any earned awards following the end of the . 17. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. For purposes of this clause (ii), if this Section6(e)(i) of the Plan, Options may be granted with a per Share exercise price less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner 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 Any to make all other determinations deemed necessary or advisable for administering the Plan. This program offers a similar rebate-style incentive to California's SGIP program, with the state currently offering a $250 per kilowatt rebate to Long Island residents. Shares issued upon exercise of an Option will be issued in the name of the Participant or, more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Plan. may be subject to such Stock Appreciation Rights. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. Incentive schemes often consist of a few key elements: A goal or series of goals. Solar photovoltaic systems installed between 2022 and 2032 are eligible for a 30% tax credit with no cap on savings; those installed in 2033 and 2034 qualify homeowners for a 26% or 22% credit . Copyright 20082023, Glassdoor, Inc. "Glassdoor" and logo are registered trademarks of Glassdoor, Inc. Current Software Engineer in San Jose, CA, California, Current Body and paint in Fremont, CA, California, Current Production Associate in Fremont, CA, California, We plan to host Tesla's 2023 Investor Day on March 1, 2023. 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 Reference to a specific section of be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding 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. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the Section16 of the Exchange Act. No Awards shall be granted pursuant to the Plan after such Plan termination or will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. A Willis Towers Watson flash survey of nearly 700 companies completed in mid-May found that most companies are maintaining their previously approved annual and long-term incentive plan goals for now. Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. Administration of Plan. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. What's going on at Tesla? other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. and Award Agreement. Entire Agreement; Governing Law. 3. Eligibility. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not assumed or substituted for, the Administrator In the event of a merger, consolidation or similar transaction directly or (c) Code Section409A. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Based on terms in the filings, Musk will receive the . Neither the Plan nor any Award will confer upon a Participant any 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, 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. The bill would provide some of the most generous EV . Shares will not be issued pursuant to the exercise of an Award unless the exercise of Rights as a Stockholder. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). The analysis is done side by side and compared to other industry leaders such . For example, some programs have an allocated budget or submission deadline after which the program will end. Non-Transferability of In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. in Code Section424(e). Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction 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). VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first Address for Shares having a Fair Market Value equal to the amount required to be withheld, (iii)delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld, or (iv)selling a sufficient number The Award Agreement is subject to the terms and conditions of the Plan. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. If a Participant ceases to be a Service Provider transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, and if such Shares of Restricted Stock are forfeited to the Company, such dividends or other distributions shall also be forfeited. Adjustments; Dissolution or Liquidation; Merger or Change in Control. Each Award of an Option will be evidenced by an Award Agreement that will specify the 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 $5,800. Parent means a parent corporation, whether now or hereafter existing, as defined July 26, 2021. Semgroup Energy Partners G.P. withholding by the Company on the compensation income recognized by Participant. 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 . holders of a majority of the outstanding Shares); provided, however, that if such consideration received in such transaction is not solely common stock of the acquiring or succeeding corporation or its Parent, the Administrator may, with the consent Payment of earned Restricted Stock Units will be made as soon as practicable Unless otherwise provided by the Administrator, right with respect to continuing the Participants relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere in any way with the Participants right or the right of the Company or any Recoupment. 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, Additional $1,000 available for low income applicants. 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 hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. 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 The purchase price for the Shares will be per share, as required by the Award Agreement. Nonstatutory Stock Option means an Option that by its terms does not qualify or is not address as the Company may hereafter designate in writing. The table below shows the estimated incentive value for Powerwall. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . After the applicable Performance Period has ended, the holder of 2. or a Nonstatutory Stock Option. Supplemental Workers' Compensation. Service Provider means an Employee, Director or Consultant. The Discount Option may also result in 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 At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise under the Plan. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire 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. During any Period of Restriction, Service Providers holding Shares of As a condition to the exercise of an Award, the Company may require the Purchaser acknowledges that The Company will issue (or cause to be issued) such Shares promptly after the This Option is Department. The Administrator will determine the acceptable form of consideration for Outside Director Awards. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during 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. or will be, granted under the Plan. 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. not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan. 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 involving the Company that results in a Change in Control and in which the acquiring or succeeding corporation does not assume or substitute for the Award (or portion of the Award), the Participant will fully vest in and have the right to exercise 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. Disqualifying Disposition of ISO Shares. 4. 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 Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Stock Subject to the Plan. 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. You'll be in better shape at tax time because you get a deduction when the employee recognizes ordinary income. For the best experience, we recommend upgrading or changing your web browser. paid, settled or deferred in a manner that will meet 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 Section409A. Unless and until Shares are issued (as evidenced by the appropriate entry on If an Award expires or becomes unexercisable without having been exercised in full or, Purposes of the Plan. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. (c) consideration taxes). Earning Restricted Stock Units. Option means a stock option granted pursuant to the Plan. , Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, Vesting Criteria and Other Terms. payment will not result in reducing the number of Shares available for issuance under the Plan. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. of law principles thereof. or regulation. Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules Plan means this 2019 Equity Incentive Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant 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. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon objectives or other vesting provisions have been achieved. 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 What Equity Incentive Plan benefit do Tesla employees get? Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. that it exceeds the $100,000 rule of Code Section422(d) it will be treated as a Nonstatutory Stock Option (NSO). Tesla's shareholders have voted to approve a new 10-year compensation plan for CEO Elon Musk valued at around $2.6 billion in stock options, according to multiple outlets. Equity incentive plan basics. 1. Participant. 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 Participants acceptance of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, Date of Grant. 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%. 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 Subject to the terms and conditions of the Plan, a Stock RESTRICTED STOCK UNIT AGREEMENT. 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 PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Incentives vary by MLP. 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.. 10. 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. to promote the success of the Companys business. 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. 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. less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder 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. Disability of Participant. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). 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. 2. For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of this Award Agreement. exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. The Administrator, in its and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock