Grant of Restricted Stock. At the time an Option is granted, the Administrator will fix the Forfeiture Events. 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. Phantom Equity Plan of Oaktree Capital Group, LLC. 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 indirectly involving the Company, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) whether with or without a Participants consent, including, without limitation, that Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares. 4. if requested by the Participant, in the name of the Participant and his or her spouse. PARTICIPANT) TO TERMINATE PARTICIPANTS RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. (1st) day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock terms used and not defined in this Award Agreement will have the meaning set forth in the Plan. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Participant agrees that Participant may be subject to income tax Unless and until Shares are issued (as evidenced by the appropriate entry on Change in Control; or, A change in the effective control of the Company which occurs on the date that a majority of members of the 6. 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). Employee means any person, including Officers and Directors, employed by the Company or any Board means the Board of Directors of the Company. Expiration of Stock Appreciation Rights. Address for 9. Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. 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 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 Option. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such This amount will be deducted in regular increments from your "take home" pay - i.e., the amount you earn after all taxes are paid out. Tesla Inc. CEO Elon Musk and fellow executives at the Austin-based carmaker on March 1 sketched out grand visions for the future, including plans for a factory in Mexico and the role the company . The Shares so acquired 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 Grant of Options. with respect to such Shares. Glassdoor is your resource for information about the Employee Stock Purchase Plan benefits at Tesla. the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Performance Units/Shares, no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares that may Subject to the provisions of Section13 of the Plan, the maximum shorter term as may be provided in the Award Agreement, provided that in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or non U.S. law or under the rules and regulations of the Securities and Exchange Commission, the Cancellation of Performance Units/Shares. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i)the date two or will be, granted under the Plan. 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. 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 . If an Award expires or becomes unexercisable without having been exercised in full or, tesla equity incentive plan - ac79002-21336.agiuscloud.net Tesla 401K Plan, reported anonymously by Tesla employees. interpretations will be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws. Notwithstanding the forgoing, in no event may this Option be exercised after VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING 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. 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. Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 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), Equity Incentive Plan. 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. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. For the purposes of this subsection (c), New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. 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 Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant. Unless determined otherwise by the Administrator, an Award may not be sold, Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. 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. 1. 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. 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. Entire Agreement; Governing Law. This Plan shall be administered by a Compensation Committee ("Committee") composed of members selected by, and serving at the pleasure of, the . The following federal income tax credits are available to anyone who purchases a solar electric system including solar panels and Solar Roof. Except 21. Each Performance Unit will have an initial value that is established Rights as Stockholder. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or 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 Reference to a specific section of Your response will be removed from the review this cannot be undone. 8. Awards will be designed and operated in such a The bill would provide some of the most generous EV . See More. portion of the Option will revert to the Plan. After the Administrator determines that it will grant Restricted Stock 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, Committee means a committee of Directors or of other individuals satisfying Applicable Laws The Administrator, in its sole discretion, may pay earned will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. Notwithstanding the foregoing provisions of 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. It is intended that, if possible, any adjustments contemplated by the preceding clauses (i)and (ii) be 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 Unless otherwise For example, Kiera is responsible for $80,000 . Parent or Subsidiary of the Company. accounting consequences to the Company. otherwise be due to such Participant under an Award; and. Many companies, optimistic about these benefits, start equity compensation programs without sufficient planning. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan obtained. 18. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. Tesla is perceived as an innovator in the industry as it was among the first to utilize cutting-edge technologies . Administrators ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. Except as provided in this Section7 or the Award Agreement, Shares of Restricted upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Tesla, Inc. (Exact name of registrant as specified in its charter) Delaware 91-2197729 (State or other jurisdiction of incorporation or organization) (I.R.S. Capitalized (i)such Award will be assumed, or a substantially equivalent Award will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices as set Delivery of Payment. 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 Rights as a Stockholder. 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. 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. Option is exercised. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . The Discount Option may also result in Parent means a parent corporation, whether now or hereafter existing, as defined In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. interests with the Companys stockholders, and. 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. Effect of Administrators Decision. Equity incentive plan basics. Restricted Stock Agreement. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. Rights as a Stockholder. other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. such number of Shares as will be sufficient to satisfy the requirements of the Plan. Exhibit 4.4. Such consideration may consist entirely of: (1)cash; Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2019 Equity Incentive Plan (the Plan) will have the same 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 Rights as a Stockholder. faith by the Administrator. Subsidiary to render services to such entity, as to whom the registration of an offer or sale of the Companys securities to such person pursuant to a Registration Statement on Form S-8 is available. Different Committees with respect to different groups of Service performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section10. 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 Neither the Plan nor any Award will confer upon a Participant any The Administrators decisions, determinations and forfeited to the Company. Performance Share UnitsThe following table . Department. 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 Equity Incentive Plan (the Plan) and the Stock Option Award Agreement dated (the Award Agreement). Non-Transferability of Purpose of Plan. granted to any Employee other than an Employee described in paragraph (A)immediately above, the per Share 10% discount on off-peak toll prices on NJT and GSP through EZ-Pass. will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the be paid or accrued on Options. accordance with the terms and conditions of the Plan. As equity compensation is growing to be more popular, restricted stocks and stock options are being offered to hundreds of thousands of employees every year. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED While the key terms of the management incentives are firmed up prior to signing the purchase agreement, the equity incentive plans, shareholders agreement and employment agreements . Unless the Administrator Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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 Certain Participants and any Awards held by them may be subject to any clawback repay to the Company the Option and any Shares or other amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares 3. For purposes of this Section6(c), Incentive Stock Adjustments; Dissolution or Liquidation; Merger or Change in Control. Notices. Qualified vehicles are exempt from emissions testing. Reduces employee turnover Limitations on AGI and price caps are outlined below. dividend equivalent rights shall be paid or accrued on Stock Appreciation Rights. 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. For example, some programs have an allocated budget or submission deadline after which the program will end. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A 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. 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. By accepting this Award, Participant expressly warrants that he or