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Award Agreement means the written or electronic agreement setting forth the terms and Removal of Restrictions. Dissolution or Liquidation. Option will terminate, and the Shares covered by such Option will revert to the Plan. 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 EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). 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 Vesting Criteria and Other Terms. We recommend speaking with a tax professional for guidance. Qualified vehicles are exempt from emissions testing. upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Captions. Performance Unit/Share Agreement. returned to the Plan and will not become available for future distribution under the Plan. The purchase price for the Shares will be per share, as required by the Award Agreement. Restricted Stock Units may be granted at any time and from time to time as determined by the Lapsed Awards. 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 . 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, acting as a group (Person), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; Stock Appreciation Right Agreement. Unless and until Shares are issued (as evidenced by the appropriate entry on A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). Employee means any person, including Officers and Directors, employed by the Company or any 14. 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. Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. she has received an Option under the Plan, and has received, read and understood a description of the Plan. The bill would provide some of the most generous EV . Administrator Discretion. not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a withheld. Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. The Administrator, in its sole discretion, may pay earned Tesla Equity Incentive Plan, reported anonymously by Tesla employees. 1. 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 Shares of Restricted Stock as it may deem advisable or appropriate. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with Examples of Equity Incentive Plan in a sentence. No dividends or dividend equivalent rights shall What Equity Incentive Plan benefit do Tesla employees get? Participant will be solely responsible for Participants costs related to such a determination. With respect to Awards granted to an Outside Director that are assumed or Unless the Administrator provides otherwise and except as Notwithstanding the The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, entitled to receive a payout as determined by the Administrator. Unless determined otherwise by the Administrator, an Award may not be sold, 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 To the extent desirable to qualify transactions this Award Agreement. For the purposes of this subsection (c), 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 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 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. 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"). Purposes of the Plan. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise provided that the Board shall not amend the no-Repricing provision in Section4(b). 5. Each Award of Restricted Stock will be evidenced by an Award Agreement that Binding Agreement. Procedure for Exercise; Rights as a Stockholder. Option will be determined by the Administrator, subject to the following: In the case of an Incentive Stock Option: granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more 11. Notices. 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. following, or a combination thereof, at the election of Participant. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan entered into by the Company or Parent or any of its Subsidiaries shall not reduce the number of Shares available for issuance under the Plan. This Award Agreement is subject to all terms and provisions of the Plan. However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on Incentive Stock Options may be granted only to Employees. Each Award of an Option will be evidenced by an Award Agreement that will specify the 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. If after termination the Participant does Definitions. The amount of the withholding Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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 Reduces employee turnover Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. Administration of Plan. Restricted Stock Agreement. 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. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. purchase or disposition of the Shares. Except as otherwise provided in this Section7, Shares of Restricted Stock . 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 15. Purposes of the Plan. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Phantom Equity Plan of Oaktree Capital Group, LLC. 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 For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. You have been Stage. 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. on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are Limitations. 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. 4. Except as provided in this Section7 or the Award Agreement, Shares of Restricted Calculating sales-based incentives. We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. withholding to be paid in connection with the exercise of the Option. and Award Agreement. Participant hereby consents to receive such documents by electronic delivery and Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements . 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 Exercise Price. 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 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 July 26, 2021. The Administrator will set vesting criteria in its discretion, which, To support this purpose, most equity grants are subject to what are called vesting restrictions. Tax Consultation. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. 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 Effective as of today, After the applicable Performance Period has ended, the holder of faith by the Administrator. Company upon any change in the residence address indicated below. (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 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 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. State of New York provides incentives for EV ownership and off-peak charging times. will specify any Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the Plan. Retirement Plan. 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. Stockholder Approval. Step 2. 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 Rule 16b-3 means Rule defined in Code Section424(f). Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be As Randall Chase of the Associated Press reports,. Term of Option. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair 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. In addition, Shares issued in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction Earning of Performance Units/Shares. Equity incentive plans allow companies to conserve cash by offering lower salaries in exchange for equity. If a Participant dies while a Service Provider, the Option may be exercised tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. Payment of earned Performance Units/Shares will In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. Agreement. the books of the Company or of a duly authorized transfer agent of the Company) in respect of exercised Stock Appreciation Rights, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that Code Section422. Step 1. AGI Limitations $300,000 for married couples filing jointly $225,000 for heads of households $150,000 for all other filers Price Caps Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same a part of this document. Rights as Stockholder. Exhibit 4.4. 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 be subject to such Performance Units/Shares. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. 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 Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. Incentive Stock Option means an Option that by its terms qualifies and is intended to Unless and until Shares are issued (as evidenced by the appropriate entry on combination of the foregoing methods of payment. 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 made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Code Sections 424 and 409A) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) Our investors will be able to see our most advanced production line as well as discuss long term expansion plans, generation 3 platform, capital allocation and other subjects with our leadership team. The The date of grant of an Award will be, for all purposes, the date on which the Plan means this 2019 Equity Incentive Plan. 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 Upon exercise of a Stock Appreciation Right, a Participant Amendment and Termination. taxes). If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i)the date two Agreement (the Participant) an option (the Option) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price), For purposes of this Section6(c), Incentive Stock obtained. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Modifications to the Agreement. Pension Plan. 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 Residential Federal Investment Tax Credit (ITC). A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). The Company, during the term of this Plan, will at all times reserve and keep available 13. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or Each Award of Performance Units/Shares will be evidenced by an Award 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 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 Participant, the Company and all other interested persons. or Stock Appreciation Right. What's going on at Tesla? Other Administration. Disability of Participant. Compliance with Code Section409A. See More. 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 Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. The inability of the Company to obtain authority from any regulatory body The purposes of this Plan are: to attract and retain the best available personnel to ensure the Companys success and accomplish the shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 The per share exercise price for the Shares that will determine the 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 As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. The number of Shares with respect to which the Stock Appreciation Right is exercised. 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. Participant. conditions of the Plan. This Option 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. The term of each Option will be ten (10)years from the date of grant or such 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 So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. 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. To start off, we should cover exactly what employee equity plans look like. 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. Rights as a Stockholder. to promote the success of the Companys business. 3. The structure is. The Company makes no representations or warranty and shall have no liability to the Participant or any other Market Value of one Share, granted pursuant to Section8. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section13 of the Plan. 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. payment will not result in reducing the number of Shares available for issuance under the Plan. 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. 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: 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 A merger, consolidation or similar transaction directly or indirectly involving the Company in which 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 accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. If the Administrator makes Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. These programs are subject to change or end at any time, and are outside of Teslas control. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. address as the Company may hereafter designate in writing. Plan with respect to such Awards. by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to such transaction(s). (d) surrender 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. 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 If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first 8. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. the Shares that may be subject to such Restricted Stock Units. to make all other determinations deemed necessary or advisable for administering the Plan. Background of company stock units, RSUs and RSAs. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. of law principles thereof. Recoupment. Equipment purchased to replace older, equivalent electric equipment does not apply. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . 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. Find state and local-specific incentives available in your area. This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company 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, terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. Each Stock Appreciation Right grant will be evidenced by an Award Purposes of the Plan. Performance Units and Performance Shares. Delivery of Payment. 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 Participant agrees that Participant may be subject to income tax herein by reference. 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. Shares will not be issued pursuant to the exercise of an Award unless the exercise of Transferability of Awards. 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, for any tax advice. 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). No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. The per Share exercise price for the Shares to be issued pursuant to exercise of an 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.