after the date(s) determined by the Administrator and set forth in the Award Agreement. entitled to receive a payout as determined by the Administrator. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. Consultant means any person, including an advisor, engaged by the Company or a Parent or Your response will be removed from the review this cannot be undone. 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 Unless the Administrator other such incentives. Repricing means any of the following actions taken by the Administrator: (i)lowering The most common types of awards are: 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, 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. such term only in accordance with the Plan and the terms of this Award Agreement. Plan. or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of Plan means this 2019 Equity Incentive 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. LLC Long-Term Incentive Plan. 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. Return of Restricted Stock to Company. Providers may administer the Plan. 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, 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, If designated in the Notice of Grant as an Option Agreement. The date of grant of an Award will be, for all purposes, the date on which the If after termination the Participant does 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. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. As a condition to the exercise of an Award, the Company may require the Any Delivery of Payment. Restricted Stock Unit Agreement. Rights as a Stockholder. or a Nonstatutory Stock Option. Removal of Restrictions. 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. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. respect to such Exercised Shares. 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 For the full list of the current requirements, review the IRS website. 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. A Stock Appreciation Right granted under the Plan will expire with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. This agreement is governed by the internal substantive Employee means any person, including Officers and Directors, employed by the Company or any (b) Notice of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. For the purposes of this subsection (c), If after termination the Participant does Limitations. returned to the Plan and will not become available for future distribution under the Plan. be subject to such Performance Units/Shares. Dividends and Other Distributions. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 2. NOTICE OF STOCK OPTION GRANT Participant Name: Address: the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section 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. 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. necessary and desirable to comply with Applicable Laws. Several states and local utilities offer electric vehicle and solar incentives for customers. defined in Code Section424(f). Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. 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. 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 vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Plan Governs. Participant agrees that Participant may be subject to income tax herein by reference. 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 (i)such Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set So, if you are working for a big tech company like Google, Amazon, Microsoft, Apple, or Facebook, chances are a . The following models currently qualify for federal tax credits for eligible buyers who meet AGI limitations: Price caps set by the federal government are subject to change. Your eligibility for any tax credits depends on your personal tax situation. Appreciation Rights granted to any Service Provider. approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and After the Administrator determines that it will grant Restricted Stock Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Other Restrictions. Background of company stock units, RSUs and RSAs. 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"). Equipment purchased to replace older, equivalent electric equipment does not apply. Approximate incentive is per Powerwall (up to 2) by step (updated December 2021). Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. Based on terms in the filings, Musk will receive the . 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 the Option is not so exercised within the time specified herein, the Expiration of Stock Appreciation Rights. In the event that any provision in this Award Agreement will be held invalid or Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. An Option will be deemed exercised when the Company receives: (i)a notice of This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Notices. Vesting Criteria and Other Terms. Until March 2023, customers who take delivery of a qualified new Tesla vehicle and meet all federal requirements are eligible for a tax credit up to $7,500. 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 Subsidiary means a subsidiary corporation, whether now or hereafter existing, as 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 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. 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, An equity incentive plan provides incentives to eligible recipients in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and performance cash awards. Administrator Authority. in Code Section424(e). Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of 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 PSAV Holdings LLC 2014 Management Incentive Plan (Profits . combination of the foregoing methods of payment. 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 the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 13. Restricted Stock means Shares issued pursuant to a Restricted Stock award under Withholding Arrangements. Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. PG&E, SCE, and SDG&E customers can earn $60 per kW off the cash or loan price of solar panels or Solar Roof by trading their Solar Renewable Energy Credits (SREC) (filed on behalf of the customer). Each Award of an Option will be evidenced by an Award Agreement that will specify the On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition This Award Agreement is subject to all terms and provisions of the Plan. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be following the Participants death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati On the date set forth in the Award Agreement, all unearned or immediately after the consummation of such transaction, the stockholders of the Company immediately prior to such transaction do not directly or indirectly own more than 50% of the total voting power of the surviving entity in such transaction (or 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. Additional $1,000 available for low income applicants. determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions, if any, on such Shares have lapsed. For the best experience, we recommend upgrading or changing your web browser. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or withholding to be paid in connection with the exercise of the Option. The Administrator may 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 Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written 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. 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 Grant of Performance Units/Shares. 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. This Option is all of his or her outstanding Options and Stock Appreciation Rights (or portion thereof) that are not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted objectives or other vesting provisions have been achieved. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. 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. A merger, consolidation or similar transaction directly or indirectly involving the Company in which The most effective programs align people's behavior with key business objectives. Rule 16b-3 means Rule 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 Performance Share UnitsThe following table . Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. For purposes of this Section6(c), Incentive Stock It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. 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, 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 Neither the Plan nor any Award will confer upon a Participant any 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 Subsidiary to render services to such entity, as to whom the registration of an offer or sale of the Companys securities to such person pursuant to a Registration Statement on Form S-8 is available. Estimated Rebate Value. Investor Day streaming live on Twitter & YouTube at 3pm CT tomorrow . by the Administrator on or before the date of grant. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Anticipation had built for days. Any dividend equivalents Subject to the provisions of the Plan, and in the case of a Committee, payment will not result in reducing the number of Shares available for issuance under the Plan. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. Purposes of the Plan. (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 portion of the Option will revert to the Plan. 6. Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. Join us virtually on Tuesday, February 21st at 9:30am PST! 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 . 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. Notwithstanding any other provision herein, the Option and any Shares or other Tesla shares last traded above $260 in September. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during Unless determined otherwise by the Administrator, an Award may not be sold, AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps In addition, the Company may require Participant to deliver or otherwise 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. Unless and until Shares are issued (as evidenced by the appropriate entry on You have been 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. transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to the Option, notwithstanding the exercise of the Option. 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. Administrator Discretion. An incentive a reward for . The Award Agreement is subject to the terms and conditions of the Plan. 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. person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Powers of the Administrator. Tesla, Inc. 2019 Equity Incentive Plan Tesla, Inc. 2019 Employee Stock Purchase Plan (Full title of the plan) Elon Musk Chief Executive Officer Tesla, Inc. 3500 Deer Creek Road Palo Alto, California 94304 (650) 681-5000 (Name, address and telephone number, including area code, of agent for service) Copies to: exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii)full payment for the Shares with respect to which the Option is exercised (together with applicable withholding Forfeiture Events. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. 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. The number of Shares with respect to which the Stock Appreciation Right is exercised. to make all other determinations deemed necessary or advisable for administering the Plan. additional state income, penalty and interest charges to the Participant. 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 No Awards shall be granted pursuant to the Plan after such Plan termination or if requested by the Participant, in the name of the Participant and his or her spouse. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. Retirement Plan. 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. TERMS AND CONDITIONS OF STOCK OPTION GRANT. Tax Consultation. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. Reference to a specific section of Incentive schemes often consist of a few key elements: A goal or series of goals. 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%. such leave is guaranteed by statute or contract. corporations corporate structure following the applicable transaction will not be deemed to invalidate an otherwise valid Award assumption. 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 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

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