PSAV Holdings LLC 2014 Management Incentive Plan (Profits . Participant hereby consents to receive such documents by electronic delivery and thereof) or such earlier time as any tax withholding obligations are due, the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, 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 other such incentives. Death of Participant. This Exercise Notice, the Plan and the Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. Additional $1,000 available for low income applicants. 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 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. Code Section409A, an option that vests after December31, 2004 (or that vested on or prior to such date but which was materially modified after October3, 2004) that was granted with a per Share exercise price that is determined by 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). Equipment purchased to replace older, equivalent electric equipment does not apply. (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. purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. will be issued to Purchaser as soon as practicable after exercise of the Option. Expiration of Stock Appreciation Rights. Rights as Stockholder. other securities or property) received in such transaction by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the Ex-4.3 - Sec Rule 16b-3. The market cap and enterprise. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). If the Administrator makes expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award . Legal Compliance. You have been Restricted Stock means Shares issued pursuant to a Restricted Stock award under 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 Company means Tesla, Inc., a Delaware corporation, or any successor thereto. 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. Electric Vehicle & Solar Incentives | Tesla Support 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 An incentive a reward for . The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of this Award Agreement. 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 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 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 tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. 1. While workers still get a monthly salary, they may accept less pay than usual because they recognize the value of having equity in the company instead. proposed action. 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, Limitations. Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A 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. Powers of the Administrator. pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. 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, 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. Capitalized The most common types of awards are: be considered assumed if the Company or its acquirer or successor modifies any of such performance goals without the Participants consent; provided, however, a modification to such performance goals only to reflect the acquiring or succeeding 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 three (3)months following the Participants termination. 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 an Award will be considered assumed if, following the applicable transaction, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to such transaction, the consideration (whether stock, cash, or In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all If a Participant ceases to be a Service Provider as a result of the necessary and desirable to comply with Applicable Laws. Purposes of the Plan. of the term of such Option as set forth in the Award Agreement). See More. Performance Units and Performance Shares granted to each Participant. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). Modifications to the Agreement. Equity Incentive Plan. Option is exercised. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). to make all other determinations deemed necessary or advisable for administering the Plan. Common Stock means the common stock of the Company. Shares of Restricted Stock as it may deem advisable or appropriate. Phantom Equity Plan of Oaktree Capital Group, LLC. For the best experience, we recommend upgrading or changing your web browser. Participant. Any Tax Consultation. View additional details on eligibility and redemption. impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for 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. 2. Any Option granted hereunder will be exercisable Representations of Purchaser. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. Payment of earned Restricted Stock Units will be made as soon as practicable 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. The Company, during the term of this Plan, will at all times reserve and keep available will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Plan. Participant further agrees to notify the Beware accounting, disclosure impact of changes to incentive comp plan 9. In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good To support this purpose, most equity grants are subject to what are called vesting restrictions. to promote the success of the Companys business. Shares issued upon exercise of an Option will be issued in the name of the Participant or, Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Charitable Gift Matching. under the Plan. Administrator will have the power to interpret the Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. 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 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. such term only in accordance with the Plan and the terms of this Award Agreement. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE provisions applicable to each Award granted under the Plan. address as the Company may hereafter designate in writing. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. 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. Applicable Laws means the requirements relating to the administration of equity-based awards The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. Exercise Price and Other Terms. An Option will be deemed exercised when the Company receives: (i)a notice of In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. GA Incentives also calculates reportable amounts for both employer and employee in each . Market Value of a Share on the Date of Grant in a later examination. Each Stock Appreciation Right grant will be evidenced by an Award A merger, consolidation or similar transaction directly or indirectly involving the Company in which objectives or other vesting provisions have been achieved. Find state and local-specific incentives available in your area. Calculating sales-based incentives. discretionary authority to extend the post-termination exercisability period of Awards, subject to the no-Repricing provision below; to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section14 of she has received an Option under the Plan, and has received, read and understood a description of the Plan. 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. Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. Supplemental Workers' Compensation. Waiting Period and Exercise Dates. Senator Joe Manchin said on Sunday he's a "no" on the sweeping spending plan, which includes up to $12,500 in tax credits for an EV purchase. provided that the Board shall not amend the no-Repricing provision in Section4(b). 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, Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Senior Software Engineer salaries ($110k). Tesla reveals next steps in Texas - Austin Business Journal California's SGIP Battery Rebate - What's New? - Solar Reviews EV tax credits: Manchin a no on Build Back Better bill, putting $12,500 Tesla, Inc. (Form: S-8, Received: 06/12/2019 16:10:15) - EDGAR Online This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during Town of Warren provides excise tax exemptions up to $100 upon registration of EV. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. Equity incentive plan basics - DLA Piper Accelerate 2. Committee means a committee of Directors or of other individuals satisfying Applicable Laws 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 Units, Performance Shares and Performance Units may be granted to Service Providers. the Plan. 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 Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. obtained. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. faith by the Administrator. will notify the Participant in writing or electronically that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Outside Director means a Director who is not an Employee. Upon meeting the applicable vesting criteria, the Participant will be 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 (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 the Shares that may be subject to such Restricted Stock Units. Available to US-based employeesChange location. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will not become available for future grant Performance Units and Performance Shares. Electronic Delivery. Method of Payment. (Tesla's proxy statements indicate that Mr. Musk was provided an annual salary in the range of $33,000 to $50,000 during that five-year periodapparently to comply with minimum wage requirements under California law. Exercise of Option. Tesla's Stock Option Grant to Elon Musk: Part 2 - Yahoo! 20. Subject to the terms and conditions of the Plan, a Stock Purposes of the Plan. Tesla - Equity Resiliency - SCE | Tesla Motors Club Shares will not be issued pursuant to the exercise of an Award unless the exercise of Such consideration may consist entirely of: (1)cash; Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same 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. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be The purchase price for the Shares will be per share, as required by the Award Agreement. transactions, other than to any entity of which more than 50% of the total voting power is owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the voting power of the stock of the Payment of the aggregate Exercise Price will be by any of the The median. 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. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Further Thoughts on Elon Musk's Compensation - The Harvard Law School Executive & Equity Compensation | Seyfarth Shaw LLP The purposes of this Plan are: to attract and retain the best available personnel to ensure the Company's success and accomplish the Company's goals, the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been Rule 16b-3 means Rule Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. 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; accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise of its Parent or Subsidiaries, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws. The Administrator will have complete discretion to determine the number of Stock Performance Units and Performance Shares may be granted to Service The number of Shares with respect to which the Stock Appreciation Right is exercised. Performance Share means an Award denominated in Shares which may be earned in whole or in 3. 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 Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. Unless the Administrator provides otherwise and except as This Option requirements. following, or a combination thereof, at the election of Participant. 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 Attention: Stock Administration If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. Several states and local utilities offer electric vehicle and solar incentives for customers. The company specializes in the production of electric vehicles (EVs) and may be regarded as a pioneer in this niche. 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. 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 Step 2. This Award Agreement is subject to all terms and provisions of the Plan. with the laws of descent and distribution. Ex-4.2 - Sec The Shares so acquired In addition, the Company may require Participant to deliver or otherwise 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. Awards will be designed and operated in such a Subject to the terms and provisions of the Plan, the Administrator, at any time and On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . 8. . 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 . 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. Stock Appreciation Right means an Award, granted alone or in connection with an Option, that PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Performance Management at Tesla: What we know. 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. Tesla, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement 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. 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 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. Department. defined in Code Section424(f). Purpose of Plan. than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. 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.

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