tesla equity incentive plan

the balance, of the unvested Option at any time, subject to the terms of the Plan. The term of each Option will be ten (10)years from the date of grant or such Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant under the Plan. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be Administration of Plan. 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 Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock 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. achievement of Company-wide, divisional, business unit or individual goals (including, without limitation, continued employment), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. Leaves of Absence/Transfer Between Locations. On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Examples of Equity Incentive Plan in a sentence. Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. 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 Musk won't get the. 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. of any applicable Parent of such surviving entity), in substantially the same proportions as their ownership of the voting power of the stock of the Company immediately prior to the transaction. Ultimately, Musk could earn up to $55.8 billion in stock and awards, if Tesla's market cap reaches $650 billion. However, various legal and business considerations, including important tax considerations, are critical when determining the best plan and structure for a particular company. 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 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 Nant Health, LLC Phantom Unit Plan. See More. 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 terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of by the Administrator on or before the date of grant. Calculating sales-based incentives. For example, some programs have an allocated budget or submission deadline after which the program will end. Modifications to this Award Agreement or the Plan can be made only in (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. nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. Most rebates can either be claimed after purchase or reflected as a reduction in the price of your purchase. 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 or property, shall be subject to any recoupment, GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A 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 Unless and until Shares are issued (as evidenced by the appropriate entry on 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 (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 Shares issued upon exercise of an Option will be issued in the name of the Participant or, Grudging admiration for Tesla helps reinforce a stark realization at Toyota. Vesting Criteria and Other Terms. Shares will not be issued pursuant to the exercise of an Award unless the exercise of of law principles thereof. , it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation)(i) paying cash, (ii)electing to have the Company withhold otherwise deliverable cash or 4. Exhibit 4.4. The Company will obtain stockholder approval of any Plan amendment to the extent provisions applicable to each Award granted under the Plan. For purposes of this Section2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of 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 12. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. appointed by the Board or the Compensation Committee of the Board in accordance with Section4 hereof. A Tesla proposal to approve the Tesla, Inc. 2019 Employee Stock Purchase Plan ("Proposal Three"). 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. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Award previously granted by the Administrator; to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, with respect to such Shares. the books of the Company or of a duly authorized transfer agent of the Company) in respect of earned Restricted Stock Units, no right to vote or receive dividends or other distributions or any other rights as a stockholder will exist with respect to This paper suggests drafting approaches for key plan provisions, taking into account best practices, top U.S. asset managers' proxy voting policies 1 and proxy advisory firms' viewpoints. Limitations on AGI and price caps are outlined below. We design and implement broad-based and executive-level equity compensation plans, including incentive stock option and nonqualified stock option plans, restricted stock and restricted stock unit awards, performance shares, and stock appreciation rights plans, as well as employee stock ownership plans. 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 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 The Administrator, in its sole discretion, may pay earned (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. Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO. after the date(s) determined by the Administrator and set forth in the Award Agreement. They also indicate that Mr. Musk did not accept the salary.) 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. With respect to Awards granted to an Outside Director that are assumed or For all used electric vehicle deliveries, eligible customers may receive a tax credit of up to $4,000, or up to 30% of the purchase price, whichever value is less. A Stock Appreciation Right granted under the Plan will expire Any Option granted hereunder will be exercisable Incentive Stock Option means an Option that by its terms qualifies and is intended to other events as determined by the Administrator. 7. Different Committees with respect to different groups of Service Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. Neither the Plan nor any Award will confer upon a Participant any No amendment, alteration, suspension or termination of the Plan will 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 Plan Governs. 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. 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, Rights as Stockholder. 13. 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. 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 Performance Share UnitsThe following table . An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. Share means a share of the Common Stock, as adjusted in accordance with Section13 of Compliance with Code Section409A. Return of Restricted Stock to Company. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Value of Performance Units/Shares. 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. 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. Subject to the provisions of the Plan, and in the case of a Committee, 15. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine. to approve forms of Award Agreements for use under the Plan; to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted 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 .

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