percent (100%) of the Fair Market Value per Share on the date of grant. Unless and until Shares are issued (as evidenced by the appropriate entry on Code Section422. Your response will be removed from the review this cannot be undone. Grant of Options. qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Administration of Plan. Each Award of Restricted Stock will be evidenced by an Award Agreement that Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. Effective as of today, In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Performance Units and Performance Shares, all performance goals or other vesting criteria Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted and calculation will be performed in accordance with be paid or accrued on Options. I. The Discount Option may also result in Supplemental Workers' Compensation. 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"). 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. Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those An Option will be deemed exercised when the Company receives: (i)a notice of Participant, the Company and all other interested persons. 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 A Stock Appreciation Right granted under the Plan will expire Powers of the Administrator. or a Nonstatutory Stock Option. Example: Tesla Powerwall battery cost in California 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. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. The date of grant of an Award will be, for all purposes, the date on which the 10. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. I am happy all the way around, cant ask for anything more. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Subject to the provisions of Section13 of the Plan, the maximum The per share exercise price for the Shares that will determine the Performance Unit/Share Agreement. Grant of Option. tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. 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 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. 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. 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. No dividends or dividend equivalent rights shall The Administrator will have complete discretion to determine the number of Stock Reduces employee turnover Effect of Amendment or Termination. 11. Plan means this 2019 Equity Incentive Plan. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. 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. Common Stock means the common stock of the Company. Employer Identification No.) Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance Effect of Administrators Decision. 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 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 proposed action. The amount of the withholding Shares issued upon exercise of an Option will be issued in the name of the Participant or, Captions. Board means the Board of Directors of the Company. They're often surprised to discover the nuanced . to the Service Providers. 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 (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 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 The Administrators decisions, determinations and In the event of a merger, consolidation or similar transaction directly or After the applicable Performance Period has ended, the holder of , Rule 16b-3 means Rule Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. Dissolution or Liquidation. Each Award of Performance Units/Shares will be evidenced by an Award Parent or Subsidiary of the Company. Earning Restricted Stock Units. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. Each Performance Unit will have an initial value that is established 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. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 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 having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the Exercising an Option in any manner will decrease the number of Shares thereafter available, both for Change in Control means the occurrence of any of the following events: A change in the ownership of the Company which occurs on the date that any one person, or more than one person Except as otherwise provided in this Section7, Shares of Restricted Stock Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation 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 an express written contract executed by a duly authorized officer of the Company. the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. Governing Law. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. TERMS AND CONDITIONS OF STOCK OPTION GRANT. Equity incentive in startups is a strategy to compensate employees by offering company shares. As Randall Chase of the Associated Press reports,. 15. Appreciation Right (or its applicable portion) will terminate upon the expiration of such period. intended to qualify as an Incentive Stock Option. Option Agreement. of its Parent or Subsidiaries, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. View additional details on eligibility and redemption. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for Providers may administer the Plan. This Option or reducing the exercise price of an outstanding Option and/or outstanding Stock Appreciation Right, (ii)cancelling, exchanging or surrendering any outstanding Option and/or outstanding Stock Appreciation Right in exchange for cash or another Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A Vesting Criteria and Other Terms. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. After the Administrator determines that it will grant Restricted Stock approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Number of Shares. Payment of Stock Appreciation Right Amount. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; to modify or amend each Award (subject to Section18 of the Plan), including but not limited to the 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. In fact, Tesla's enterprise value is less than their market cap as the $17.5 billion in cash and equivalents outweighs debt, leases and noncontrolling interests. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. Notwithstanding the forgoing, in no event may this Option be exercised after 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 Available to US-based employeesChange location. Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. 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%. with respect to such Shares. On the date set forth in the Award Agreement, the Restricted The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. and Award Agreement. (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 Note:This credit amount applies to deliveries now and may change during March 2023, at which point credit amounts may be reduced. Additional Conditions to Issuance of Stock. to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. Agreement. The market cap and enterprise. Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. 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, part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. Plan with respect to such Awards. Performance Unit means an Award which may be earned in whole or in part upon attainment of A merger, consolidation or similar transaction directly or indirectly involving the Company in which Company means Tesla, Inc., a Delaware corporation, or any successor thereto. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as or regulation. conditions of the Plan. The Administrator may Participating MLPs include Groton, Ipswich, Marblehead, Sterling, Shrewsbury, South Hadley, Wakefield and West Boylston. Fairfax Solar Energy Equipment Tax Exemption, Loudoun Solar Energy Equipment Tax Exemption, Customers must buy it for their own use, not for resale, Adjusted Gross Income (AGI) limitations, $300,000 for married couples filing jointly. By accepting this Award, Participant expressly warrants that he or Outside Director means a Director who is not an Employee. business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. The table below shows the estimated incentive value for Powerwall. interests with the Companys stockholders, and. Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. Participant. Grant. 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. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Participant hereby consents to receive such documents by electronic delivery and Term of Plan. In witness whereof, Tesla, Inc. has caused this Agreement to be will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs. 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 Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same 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 . Rights as a Stockholder. 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 Tesla held an investor day on Wednesday. Participant agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, all of which are made Withholding Arrangements. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. 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. 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 determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. 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. 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 Incentive Stock Options may be granted only to Employees. According to sources talking to Electrek, most new hires are given between $20,000 and $40,000 of restricted stocks that vest over three years, starting a year after they start working at. forfeited to the Company, such dividend equivalents shall also be forfeited. The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. 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 be made as soon as practicable after the expiration of the applicable Performance Period or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws.

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