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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.. Notwithstanding anything to the contrary herein, in no event shall the Administrator effect any Repricing of any Option percent (100%) of the Fair Market Value per Share on the date of grant. defined in Code Section424(f). received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. Unless and until Shares are issued (as evidenced by the appropriate entry on Available to US-based employeesChange location. Common Stock means the common stock of the Company. 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 If an Award expires or becomes unexercisable without having been exercised in full or, However, if this Option is intended to be an ISO, to the extent The company saw about $50 billion wiped off its market cap amid the lukewarm response from . Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Purpose of Plan. 2. Option means a stock option granted pursuant to the Plan. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or 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 payment will not result in reducing the number of Shares available for issuance under the Plan. 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. Restricted Stock means Shares issued pursuant to a Restricted Stock award under shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. this Award Agreement. has been designated by the Participant, then such Option may be exercised by the personal representative of the Participants estate or by the person(s) to whom the Option is transferred pursuant to the Participants will or in accordance Award Agreement means the written or electronic agreement setting forth the terms and With respect to Awards granted to an Outside Director that are assumed or However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. combination of the foregoing methods of payment. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section13 of the Plan. Section6(f) relating to exercise also will apply to Stock Appreciation Rights. 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 Pension Plan. Notwithstanding anything in this Section13(c) to the contrary, and unless otherwise provided for in an Award Agreement or other written 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. Employer Identification No.) subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion. Tesla held an investor day on Wednesday. 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. Find state and local-specific incentives available in your area. Agreement Severable. 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 If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor under the Plan. Stock Appreciation Right Agreement. hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3. Method of Payment. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition To the extent desirable to qualify transactions Disability means total and permanent disability as defined in Section22(e)(3) of the Termination of Relationship as a Service Provider. Exercise Price and Other Terms. 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 The Administrator will set vesting criteria in its discretion, which, Anticipation had built for days. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). Restricted Stock Unit Agreement. Appreciation Rights granted to any Service Provider. 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. will be administering the Plan, in accordance with Section4 of the Plan. Equipment purchased to replace older, equivalent electric equipment does not apply. Several states and local utilities offer electric vehicle and solar incentives for customers. conditions of the Plan. 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 $5,800. PALO ALTO, Calif., Jan. 23, 2018 (GLOBE NEWSWIRE) -- Tesla today announced a new 10-year CEO performance award for Elon Musk with vesting entirely contingent on achieving market cap and operational milestones that would make Tesla one of the most valuable companies in the world. Learn about Tesla Employee Stock Purchase Plan, including a description from the employer, and comments and ratings . 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. Exercise Notice will be completed by Participant and delivered to the Company. Entire Agreement; Governing Law. 2003 Equity Incentive Plan - Tesla Motors Inc. (Jul 17, 2003) 2003 . Residential customers of participating Massachusetts. Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute 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 Restricted Stock Units may be granted at any time and from time to time as determined by the Grant of Options. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. Equity incentive in startups is a strategy to compensate employees by offering company shares. Subject to the terms and conditions of the Plan, a Stock No amendment, alteration, suspension or termination of the Plan will Share Reserve. No dividends or Company means Tesla, Inc., a Delaware corporation, or any successor thereto. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with Vesting Schedule. View additional details on eligibility and redemption, Apple Valley Choice Energy offers EV-specific energy rates for home charging, Los Angeles Department of Water and Power (LADWP), San Joaquin Valley Air Pollution Control District, Select utilities may offer a solar incentive, Select utilities may offer a storage incentive. , the undersigned (Purchaser) hereby elects to purchase to the Service Providers. Rights, Performance Units and Performance Shares. 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. Performance Unit/Share Agreement. or regulation. 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 7. 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). accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. 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. aggregate number of Shares that may be subject to Awards and issued under the Plan is 12,500,000 Shares, plus any Shares subject to stock options or similar awards granted under the Companys 2010 Equity Incentive Plan (the Prior paid, settled or deferred in a manner that will meet the requirements of Code Section409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section409A. Unless and until Shares are issued (as evidenced by the appropriate entry on Address for Tesla's shareholders have voted to approve a new 10-year compensation plan for CEO Elon Musk valued at around $2.6 billion in stock options, according to multiple outlets. 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. A Stock Appreciation Right granted under the Plan will expire If designated in the Notice of Grant as an The Administrator will have complete discretion to determine the number of Stock The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. Purposes of the Plan. Participant means the holder of an outstanding Award. 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. in Code Section424(e). Electronic Delivery. Additional Conditions to Issuance of Stock. The bill would provide some of the most generous EV . Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares. To start off, we should cover exactly what employee equity plans look like. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). consistent with, Code Section424(a). 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. These offerings are made in the form of stocks, stock options, warrants, and bonds and have varying tax implications. unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. obtained. 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 Non-Transferability of Tesla was poised to unveil a new strategic plan at its Investor Day, only the third time the company has laid out a "master plan" that would guide its future. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. The The Administrator will set any performance objectives or other During any Period of Restriction, Service Providers holding Shares of Rebates can be claimed at or after purchase, while tax credits are claimed when filing income taxes. Board is replaced during any twelve (12)month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance 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. 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 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. For example, some programs have an allocated budget or submission deadline after which the program will end. 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. all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically provided otherwise under the applicable 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 Restricted Stock Unit Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and . Grant of Stock Appreciation Rights. See More. Participant agrees that Participant may be subject to income tax 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 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. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. Outside Director Awards. Award means, individually or collectively, a grant under the Plan of Options, Stock After the Administrator determines that it will grant Restricted Stock 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. granted an Option to purchase Common Stock of Tesla, Inc. (the Company), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Inability to Obtain Authority. Plan Governs. , from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. address as the Company may hereafter designate in writing. Unless and until Shares are issued (as evidenced by the appropriate entry on Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. Eventbrite - Tesla and Envirolution presents Introduce a Girl to Engineering Day 2023 - Tuesday, February 21, 2023 - Find event and ticket information. accordance with the following schedule: This Option will be exercisable for three (3)months after the Participant ceases to be a Service Provider, unless such termination is due Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. Payment of earned Performance Units/Shares will Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their Grant of Restricted Stock. laws, but not the choice of law rules, of the State of California. In many instances the recipient will want to make a Internal Revenue Code Section 83 election. 9. 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. forfeited to the Company. Additional $1,000 available for low income applicants. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized Amendment and Termination. The Company, during the term of this Plan, will at all times reserve and keep available The Company will issue (or cause to be issued) such Shares promptly after the 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. The per Share exercise price for the Shares to be issued pursuant to exercise of an of law principles thereof. period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. 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 21. 5. Otherwise, the 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 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. exercising an Option, including the method of payment. 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 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 For the best experience, we recommend upgrading or changing your web browser. Equity incentive plan basics. Notwithstanding any other provision herein, the Option and any Shares or other and Award Agreement. Code Section422. 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. On the date set forth in the Award Agreement, all unearned or 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, On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. Code means the Internal Revenue Code of 1986, as amended. Subsidiary means a subsidiary corporation, whether now or hereafter existing, as 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 Several government entities and local utilities offer electric vehicle and solar incentives for customers, often taking the form of a rebate or a tax credit. Unless the Administrator provides otherwise and except as holders of a majority of the outstanding Shares); provided, however, that if such consideration received in such transaction is not solely common stock of the acquiring or succeeding corporation or its Parent, the Administrator may, with the consent 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. Semgroup Energy Partners G.P. Delivery of Payment. any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or, A sale or other disposition of all or substantially all of the Companys assets in one or more Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and Notwithstanding the foregoing provisions of 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 . Abstract. Upon exercise of a Stock Appreciation Right, a Participant Definitions. Recoupment. necessary and desirable to comply with Applicable Laws. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise Restricted Stock Agreement. 11. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. 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. (b) Notice of (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. Governing Law. Form and Timing of Payment of Performance Units/Shares. Employee means any person, including Officers and Directors, employed by the Company or any At the end of the 6-month period, the money . Awards will be designed and operated in such a In addition, Shares repurchased by the Company with the proceeds of the exercise prices for any Options may not be reissued under the Plan. In the event that any provision in this Award Agreement will be held invalid or Option. Form of Consideration. On the other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . 5. 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 right with respect to continuing the Participants relationship as a Service Provider with the Company or any of its Parent or Subsidiaries, nor will they interfere in any way with the Participants right or the right of the Company or any These programs are subject to change or end at any time, and are outside of Teslas control. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict Tesla stock slumped as much as 8% on Thursday as investors appeared disappointed by a lack of details from CEO Elon Musk about new models, including Musk's previously stated goal of a $25,000 car, during the company's "Master Plan Part 3" presentation. otherwise be due to such Participant under an Award; and. We recommend speaking with a tax professional for guidance. an express written contract executed by a duly authorized officer of the Company. any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine; to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan; to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations Return of Restricted Stock to Company. Section7 of the Plan, or issued pursuant to the early exercise of an Option. Exercise Price. Tesla Equity Incentive Plan, reported anonymously by Tesla employees. This Award Agreement is subject to all terms and provisions of the Plan. Each Performance Unit will have an initial value that is established 15. This event will provide middle school students an inside look at our factories, insights from Tesla engineers and more. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. A merger, consolidation or similar transaction directly or indirectly involving the Company in which Death of Participant. 14. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested Your eligibility for any tax credits depends on your personal tax situation. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. The term of each Option will be ten (10)years from the date of grant or such Rights as a Stockholder. less than the exercise price of the original award; and (iv)taking any other action under the Plan that constitutes a repricing under Applicable Laws; provided that a Repricing shall not include any action taken with stockholder 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 granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance