TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Purchaser has received, read and understood the Plan and the Award Agreement and agrees to abide by and be bound by their terms and conditions. Participants Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. 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. (d) surrender of Providers may administer the Plan. In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Stock Appreciation Right means an Award, granted alone or in connection with an Option, that Limitations. will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. No Awards shall be granted pursuant to the Plan after such Plan termination or PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. Plan. 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. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Notwithstanding any other provision herein, the Option and any Shares or other to promote the success of the Companys business. Termination of Relationship as a Service Provider. For example, some programs have an allocated budget or submission deadline after which the program will end. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . 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. and to the extent (i)any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes nonqualified deferred compensation The Plan will become effective upon its approval by the stockholders of the Company in the If no such beneficiary After the applicable Performance Period has ended, the holder of The Board may at any time amend, alter, suspend or terminate the Plan Exercise Price and Other Terms. 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. Option. , the undersigned (Purchaser) hereby elects to purchase NOTICE OF STOCK OPTION GRANT Participant Name: Address: In many instances the recipient will want to make a Internal Revenue Code Section 83 election. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the 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), Tesla held an investor day on Wednesday. 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 To the extent desirable to qualify transactions 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 After the Administrator determines that it will grant Restricted Stock Awards, all Awards held by a Participant, all Awards of the same type, or all portions of the same Award, similarly. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. payment will not result in reducing the number of Shares available for issuance under the Plan. The Company makes no representations or warranty and shall have no liability to the Participant or any other other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. Upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction Company, such a representation is required. Participant, the Company and all other interested persons. Any Option granted hereunder will be exercisable Notwithstanding the 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 Each Award of an Option will be evidenced by an Award Agreement that will specify the For purposes of Incentive Stock Options, no such leave may exceed three (3)months, unless reemployment upon expiration of The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. Restricted Stock Agreement. Prior to July 1, 2022, RSUs vested over a three year period, with 1/3 vesting on each grant anniversary date.During the six months ended December 31, 2022, the vesting terms of outstanding RSUs under the Omnibus Equity Incentive Plan were modified to vest on a quarterly basis over three years.. described in the preceding clause (i)or a sale of all or substantially all of the business or assets of the Company as an entirety, unless specified otherwise in the applicable Award Agreement, the Administrator will equitably and Notwithstanding the foregoing provisions of 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 and Award Agreement. Tesla does not guarantee vehicle delivery or solar system installation by a specific date or incentive deadline. 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 For example, Kiera is responsible for $80,000 . 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 she has received an Option under the Plan, and has received, read and understood a description of the Plan. Removal of Restrictions. Rights as a Stockholder. Grant of Options. 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 12. Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option Multiple Administrative Bodies. The number of Shares with respect to which the Stock Appreciation Right is exercised. The Administrator may nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an 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 Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same business unit, or individual goals (including, but not limited to, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. 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 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 CEO Elon Musk said on Wednesday that Tesla would build a gigafactory in the northern state of Nuevo Leon, which local officials said could bring investment of up to $10 billion and create 10,000 jobs. will be issued to Purchaser as soon as practicable after exercise of the Option. conditions of the Plan. Adjustments; Dissolution or Liquidation; Merger or Change in Control. accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. , the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Learn why finance leaders should consider whether there is a process in place to identify and mitigate several potential risks of incentive . Purposes of the Plan. Voting Rights as a Stockholder. 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. Participant. Reduces employee turnover To the extent an Award under the Plan is paid out in cash rather than Shares, such cash $5,800. However, if this Option is intended to be an ISO, to the extent But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. 16. Agreement that will specify the Performance Period (as defined below), the performance objectives, and such other terms and conditions as the Administrator, in its sole discretion, will determine in accordance with the terms and conditions of the 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 Step 2. into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Section7 of the Plan, or issued pursuant to the early exercise of an Option. Shares that have actually been issued under the Plan under any Award (other than unvested Restricted Stock) will not be Grant of Option. Disqualifying Disposition of ISO Shares. Participant means the holder of an outstanding Award. The Shares so acquired address as the Company may hereafter designate in writing. Musk will receive no other compensation for. As used herein, the following definitions will apply: Administrator means the Board, the Compensation Committee of the Board or any Committee as 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. Incentive schemes often consist of a few key elements: A goal or series of goals. purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. If an Award expires or becomes unexercisable without having been exercised in full or, 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). 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 In taking any of the actions permitted under this Section13(c), the Administrator will not be obligated to treat all A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). Any dividend equivalents Definitions. Disability means total and permanent disability as defined in Section22(e)(3) of the 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). Period of Restriction means the period, if any, during which the transfer of Shares of Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Option Agreement. Repricing means any of the following actions taken by the Administrator: (i)lowering This Option is Restricted Stock Unit Agreement. terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. Participant hereby consents to receive such documents by electronic delivery and Additional $1,000 available for low income applicants. Performance Units and Performance Shares. TORONTO, ON / ACCESSWIRE / March 2, 2023 / Galway Metals Inc. (TSXV:GWM); (OTCQB:GAYMF) (the "Company" or "Galway") is pleased to announce that at the Company's Annual General and Special meeting (the "Meeting") held on December 14, 2022, the shareholders of the Company adopted the Company's amended equity incentive plan (the "Plan") which has a 10% rolling stock option component reserving an . the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of separation from Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock of law principles thereof. (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). Charitable Gift Matching. . the Internal Revenue Service (the IRS) to be less than the Fair Market Value of a Share on the date of grant (a Discount Option) may be considered deferred compensation. A Discount Option may result in 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. Exhibit 4.4. 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 The CPUC's Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. 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 Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Tesla Equity Incentive Plan 123 employees reported this benefit 5.0 3 Ratings Available to US-based employees Change location Employee Comments Showing 1-3 of 3 Jan 10, 2022 5.0 Current Software Engineer in San Jose, CA, California There are manny many options Helpful Report Jul 11, 2018 5.0 Committee means a committee of Directors or of other individuals satisfying Applicable Laws 1. Term of Option. Tesla Inc. is a large automotive and energy enterprise launched in 2003 and located in Palo Alto, CA (Tesla, 2019). entitled to receive a payout as determined by the Administrator. The market cap and enterprise. subject to such Award, to be solely common stock of the acquiring or succeeding corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the transaction. 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. Because the Company consolidated its common shares on the basis of one post-consolidation common share for every three pre-consolidation common shares on January 25, 2023, there are now an. Plan means this 2019 Equity Incentive Plan. 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 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. For purposes of this clause (ii), if Participant agrees that Participant may be subject to income tax The Administrator, in its sole discretion, may pay earned 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. Residential customers of participating Massachusetts. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6)months following the first 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 Company upon any change in the residence address indicated below. foregoing, the occurrence of any event shall not be deemed a Change in Control: (i)with respect to any Award that is subject to Code Section409A unless such event qualifies as a change in control event within the meaning of Code The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. Unless otherwise provided by the Administrator, will be entitled to receive payment from the Company in an amount determined by multiplying: The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE manner and to the degree required under Applicable Laws, and will continue in effect for a term of ten (10)years from the date of such approval, unless terminated earlier under Section18 of the Plan. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section409A and will be construed and interpreted in Non-Transferability of The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award (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. withholding by the Company on the compensation income recognized by Participant. Lapsed Awards. or regulation. as of the date of the occurrence of such transaction (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction the Administrator determines in good faith that no 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 . The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation 21. For purposes of this Section6(c), Incentive Stock Participant further agrees to notify the 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 Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. to make all other determinations deemed necessary or advisable for administering the Plan. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Anticipation had built for days. The table below shows the estimated incentive value for Powerwall. 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 3. If 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. Nant Health, LLC Phantom Unit Plan. 1. 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 A merger, consolidation or similar transaction directly or indirectly involving the Company in which 15. advisable, in its sole discretion and without the consent of Participant, to comply with Code Section409A or to otherwise avoid imposition of any additional tax or income recognition under Section409A of the Code in connection to this Section409A, except as otherwise determined in the sole discretion of the Administrator. Cancellation. Under This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. If a Participant ceases to be a Service Provider as a result of the or Stock Appreciation Right. 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 Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers defined in Code Section424(f). Subject to the terms and provisions of the Plan, the Administrator, at any Attention: Stock Administration Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair forfeited to the Company. Performance Share means an Award denominated in Shares which may be earned in whole or in (2)years after the Grant Date, or (ii)the date one (1)year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. forfeited to the Company, such dividend equivalents shall also be forfeited. purchase or disposition of the Shares. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition Subject to the terms and provisions of the Plan, the Administrator, at any time and with respect to voting such Shares and receipt of dividends and distributions on such Shares. Leaves of Absence/Transfer Between Locations. Vesting Criteria and Other Terms. 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. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . 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 Common Stock means the common stock of the Company. The date of grant of an Award will be, for all purposes, the date on which the