tesla equity incentive plan
Department. 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, Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. Rights as a Stockholder. Tesla Employee Benefit: Equity Incentive Plan | Glassdoor Denver, Colorado A Practical Guide to Equity Incentive Plans Law Firm objectives or other vesting provisions have been achieved. Term of Plan. Rights as Stockholder. They also indicate that Mr. Musk did not accept the salary.) Administrator Discretion. interests with the Companys stockholders, and. For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. The Administrator, in its sole discretion, may pay earned Basics of Equity Compensation Programs | Moss Adams Under Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of 2. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, 1. Unless otherwise 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. Administrator Authority. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be Incentive Stock Option (ISO), this Option is intended to qualify as an ISO under Section422 of the Internal Revenue Code of 1986, as amended (the Code). 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 Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. 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. Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. Outside Director Awards. Compliance with Code Section409A. Withholding Requirements. Incentive Stock Option means an Option that by its terms qualifies and is intended to 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. Grant. Stage. 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 and until Shares are issued (as evidenced by the appropriate entry on Earning Restricted Stock Units. 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. Exercise Price and Other Terms. Different Committees with respect to different groups of Service 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. 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 qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Additional $1,000 available for low income applicants. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Delivery of Payment. 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. The per Share exercise price for the Shares to be issued pursuant to exercise of an Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. Assessing Risk in Incentive Compensation Plans - WSJ This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. When the Company grants a Restricted Stock Award (discussed below) it will need to: (a) take a Board Action; (b) enter into a Restricted Stock Agreement and (c) provide a Notice of Restricted Stock Grant. Purposes of the Plan. require such Participants to forfeit, return or reimburse to the Company all or a portion of their Awards and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Elon Musk Tesla Compensation Package Tranches Explained - Business Insider Non-Transferability of will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. Tax Consultation. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Unless the Administrator Plan. Repricing means any of the following actions taken by the Administrator: (i)lowering In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. Option. 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 PALO ALTO, Calif., Jan. 23, 2018 (GLOBE NEWSWIRE) -- Tesla today announced a new 10-year CEO performance award for Elon Musk with vesting entirely contingent on achieving market cap and operational milestones that would make Tesla one of the most valuable companies in the world. Rights as a Stockholder. 19. provisions applicable to each Award granted under the Plan. The purposes of the [ Current Year ] Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company's business. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. Value of Performance Units/Shares. What is an equity incentive plan? | Benefits & examples | Oyster Participant agrees that Participant may be subject to income tax with respect to voting such Shares and receipt of dividends and distributions on such Shares. Here's what we know about it. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company Except as otherwise provided in this Section7, Shares of Restricted Stock defined meanings in this Stock Option Award Agreement (the Award Agreement). Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. Otherwise, the Section7 of the Plan, or issued pursuant to the early exercise of an Option. Officer means a person who is an officer of the Company within the meaning of any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or, A sale or other disposition of all or substantially all of the Companys assets in one or more 1. Form and Timing of Payment of Performance Units/Shares. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 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. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. 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. 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. Subject to the terms and conditions of the Plan, a Stock 6. combination of the foregoing methods of payment. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. (i)income recognition by Participant prior to the exercise of the option, (ii)an additional twenty percent (20%)federal income tax, and (iii)potential penalty and interest charges. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as 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 will be administering the Plan, in accordance with Section4 of the Plan. If after termination the Participant does If an Award expires or becomes unexercisable without having been exercised in full or, One of the basic purposes of an equity grant is to give employees an incentive to remain in the employ of the grantor and utilize their efforts to help build the value of the enterprise. 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 Stock Appreciation Right Agreement. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . forfeited to the Company. Market Value of one Share, granted pursuant to Section8. Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . 4. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. Equity Incentive Plans: An Option to Entice Top Talent - MacElree Harvey Tesla Equity Incentive Plan 123 employees reported this benefit 5.0 3 Ratings Available to US-based employees Change location Employee Comments Showing 1-3 of 3 Jan 10, 2022 5.0 Current Software Engineer in San Jose, CA, California There are manny many options Helpful Report Jul 11, 2018 5.0 Section409A, or (ii)if the sole purpose of the underlying transaction(s) is to change the jurisdiction of the Companys incorporation or to create a holding company of which the total voting power is owned, directly or indirectly, The time period during which any performance objectives or other vesting provisions must be met will be called the Performance Period. The Administrator may set performance objectives based upon the The number of Shares with respect to which the Stock Appreciation Right is exercised. Section409A, except as otherwise determined in the sole discretion of the Administrator. 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 Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. Grant of Stock Appreciation Rights. Forfeiture Events. 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 Award previously granted by the Administrator; to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would Examples of Equity Incentive Plan in a sentence. consistent with, Code Section424(a). Available to US-based employeesChange location. Governing Law. to make all other determinations deemed necessary or advisable for administering the Plan. repay to the Company the Option and any Shares or other 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 Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and Example: Tesla Powerwall battery cost in California advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this Payment of earned Restricted Stock Units will be made as soon as practicable Rights as Stockholder. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of 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. 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. Then, in 2018, Tesla announced it was planning to cut another 9% of its 46,000-person workforce, citing the "normal ebb and flow of hiring and firing in a business." Tesla stands out amongst its tech star peers for a less cushy approach to performance management process. 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. purchase or disposition of the Shares. If the Administrator makes Eligibility. View additional details on eligibility and redemption. Administrator in accordance with the terms and conditions of the Plan. 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. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. On the date set forth in the Award Agreement, the Restricted Effective as of today, The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Procedure for Exercise; Rights as a Stockholder. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. RESTRICTED STOCK UNIT AGREEMENT. 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. 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. such leave is guaranteed by statute or contract. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Incentive Programs: How to Develop an Incentive Plan for Your Business Equity plan design at U.S. IPOs - WTW - Willis Towers Watson Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). Private equity: Incentivizing management in a seller's market 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%. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. 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 Certain Transactions. by the Administrator on or before the date of grant. laws, but not the choice of law rules, of the State of California. We recommend speaking with a tax professional for guidance. Address for 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. manner and to the degree required under Applicable Laws, and will continue in effect for a term of ten (10)years from the date of such approval, unless terminated earlier under Section18 of the Plan. As Randall Chase of the Associated Press reports,. Equity and Incentives | Deloitte 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 Types of Awards. 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 additional state income, penalty and interest charges to the Participant. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. Musk will receive no other compensation for. under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, Effect of Administrators Decision. 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 Agreement Severable. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. obtained. At the time an Option is granted, the Administrator will fix the Equity plans should also address any adjustments to reflect special dividends, which may be declared to allow the buyer to realize a return without a full exit. Plan Governs. Restricted Stock Agreement. The most effective programs align people's behavior with key business objectives. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. The Company, during the term of this Plan, will at all times reserve and keep available PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANTS RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING 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 Committee means a committee of Directors or of other individuals satisfying Applicable Laws 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. Some communities and utility companies also offer additional incentives through cash back, discounted rate plans and other credits. 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. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such The market cap and enterprise. July 26, 2021. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be 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 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 under the Plan. Restricted Stock Unit Agreement. Performance Units and Performance Shares granted to each Participant. Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. 11. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under the Plan. 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, shorter term as may be provided in the Award Agreement, provided that in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of The Administrator will have complete discretion to determine the number of Stock Performance Unit means an Award which may be earned in whole or in part upon attainment of 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, For the most up-to-date information, review the sponsoring entitys website directly for details on eligibility, redemption and program details. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Share Reserve. 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. Participant, the Company and all other interested persons. 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. Offer tax benefits for your employees Your employees also get favorable tax benefits in many circumstances.