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Rights as a Stockholder. period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised. approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). 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. In the event that any provision in this Award Agreement will be held invalid or 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. 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. Board means the Board of Directors of the Company. 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. Leaves of Absence/Transfer Between Locations. Section409A. A company's long-term incentive plan needs to consider four main topics during an IPO: Background of company stock units, RSUs and RSAs. 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 In many instances the recipient will want to make a Internal Revenue Code Section 83 election. The purchase price for the Shares will be per share, as required by the Award Agreement. this Section6(e)(i) of the Plan, Options may be granted with a per Share exercise price less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. 4. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Tesla held an investor day on Wednesday. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. 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 Company upon any change in the residence address indicated below. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A Tesla - Equity Resiliency - SCE | Tesla Motors Club The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. Limitations on AGI and price caps are outlined below. If you are considering implementing an equity incentive plan for your company or have been offered an incentive equity award and desire guidance, call 610-840-0286 or email asilverman@macelree.com. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) to approve forms of Award Agreements for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted The per Share exercise price for the Shares to be issued pursuant to exercise of an 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). 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 Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and . On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. 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. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise or a Nonstatutory Stock Option. Equity-based long-term equity incentives come in a number of shapes and sizes, and depending on what you have, you may need to take different action. Disability means total and permanent disability as defined in Section22(e)(3) of the Capitalized Semgroup Energy Partners G.P. and Award Agreement. The Administrator will set any performance objectives or other The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. Shares issued upon exercise of an Option will be issued in the name of the Participant or, 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. the Shares that may be subject to such Restricted Stock Units. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Adjustments; Dissolution or Liquidation; Merger or Change in Control. 1. 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. be subject to such Performance Units/Shares. If the Administrator makes The Administrator, in its sole discretion and pursuant to such procedures as These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of change in control for purposes of a distribution under Code Section409A, then Expiration of Stock Appreciation Rights. Procedure for Exercise; Rights as a Stockholder. Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Participants status as a Service Provider with the Company or any of its Subsidiaries (the Service Period), the Participant has committed a felony (under the laws of the United States or any relevant state, or a similar crime or Assessing Risk in Incentive Compensation Plans - WSJ 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. agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not Stock Appreciation Right Agreement. Tesla shares last traded above $260 in September. 2. 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. 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. Tesla's Stock Option Grant to Elon Musk: Part 2 Plan with respect to such Awards. Outside Director means a Director who is not an Employee. withholding to be paid in connection with the exercise of the Option. 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 Qualifying technologies include wind turbines, waste heat to power technologies . provisions applicable to each Award granted under the Plan. or Stock Appreciation Right. They're often surprised to discover the nuanced . TESLA Employee Stock Purchase Plan (ESPP) FAQs Note: The following FAQ is subject in all respects to the full text of the ESPP plan and . Cancellation. Tesla Employee Benefit: Equity Incentive Plan | Glassdoor terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. broker or otherwise) implemented by the Company in connection with the Plan; (5)by net exercise; (6)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or (7)any may be subject to such Stock Appreciation Rights. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. 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 any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the PSAV Holdings LLC 2014 Management Incentive Plan (Profits . Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. Self-Generation Incentive Program - California Public Utilities Commission The Administrator will have complete discretion to determine the number of Stock Legal Compliance. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Calculating sales-based incentives. 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. 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. entitled to receive a payout as determined by the Administrator. Award means, individually or collectively, a grant under the Plan of Options, Stock Department. 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. will be administering the Plan, in accordance with Section4 of the Plan. 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 Effect of Amendment or Termination. Tesla, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement Form of Consideration. 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. A Tesla proposal to approve the Tesla, Inc. 2019 Equity Incentive Plan ("Proposal Two"). Plan. combination of the foregoing methods of payment. 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, 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. 3. All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon . 6 employee stock plan mistakes to avoid - Retirement Plans, Investing within the meaning of Code Section409A and (ii)the Participant is a specified employee as defined in Code Section409A(a)(2)(B)(i), in each case as determined by the Company in accordance with its procedures, by which determinations Option Agreement. When the installer submitted the SGIP application on our behalf back in August last year, they listed the storage capacity of both batteries as 26.4KWh (13.2KWh/battery). met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good 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. Performance Share UnitsThe following table .