On the date set forth in the Award Agreement, all unearned or Each Award of Restricted Stock will be evidenced by an Award Agreement that No amendment, alteration, suspension or termination of the Plan will 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 Estimated Rebate Value. These awards can represent a significant part of your total compensationand should be taken into consideration as you build your overall financial plan. an express written contract executed by a duly authorized officer of the Company. Supplemental Workers' Compensation. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be Other Restrictions. 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 vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. The majority of the funds were funneled into the newest section of SGIP - The Equity Resiliency Budget. It did not reveal a new vehicle, but it unveiled some of its big-picture ideas on climate change. 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, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align 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. binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 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 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 laws, but not the choice of law rules, of the State of California. The Administrator, in its 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 other such incentives. If an Award expires or becomes unexercisable without having been exercised in full or, Notwithstanding the generality of the foregoing, in the event of a merger, consolidation or similar transaction directly or indirectly If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the 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. Each Award of an Option will be evidenced by an Award Agreement that will specify the Learn more: https://ir.tesla.com/press-release/tesla-announces-date-2023-investor-day. 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. For the purposes of this subsection (c), Termination of Relationship as a Service Provider. Certain Transactions. Pension Plan. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. 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. Performance Unit/Share Agreement. 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 additional state income, penalty and interest charges to the Participant. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Procedure for Exercise; Rights as a Stockholder. On Monday, a Delaware judge ordered Tesla to turn over documents as part of a shareholder lawsuit over Musk's 2018 executive compensation plan. 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). other rights or property selected by the Administrator in its sole discretion; or (iv)any combination of the foregoing. 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. non-discriminatory standards adopted by the Administrator from time to time. if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. Powers of the Administrator. 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. Outside Director Awards. of law principles thereof. Equity is often granted in combination with a base salary component in 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. Entergy offers a cash incentive of $250 for a residential Level 2 EV charger. Semgroup Energy Partners G.P. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for 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 To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such Stock Subject to the Plan. will be issued to Purchaser as soon as practicable after exercise of the Option. Units, Performance Shares and Performance Units may be granted to Service Providers. 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, 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. 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. 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 (b) Method of Exercise. Additional $1,000 available for low income applicants. Expiration of Stock Appreciation Rights. 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; $5,800. Grudging admiration for Tesla helps reinforce a stark realization at Toyota. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. be subject to such Performance Units/Shares. 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. 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. Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. 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. 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. 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 worlds transition to sustainable energy. with the laws of descent and distribution. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms Recoupment. shares (the Shares) of the Common Stock of Tesla, Inc. (the Company) under and pursuant to the 2019 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 . 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. 3. The Award Agreement is subject to the terms and conditions of the Plan. the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. (d) surrender of They also indicate that Mr. Musk did not accept the salary.) Termination of the Plan will not affect the Your response will be removed from the review this cannot be undone. Effective as of today, Notwithstanding the foregoing provisions of Legal Compliance. Here's what we know about it. 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 more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. The Board may at any time amend, alter, suspend or terminate the Plan On January 1, 2023, the Inflation Reduction Act of 2022 qualified certain electric vehicles (EVs) for a tax credit of up to $7,500. Agreement Severable. Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such For the best experience, we recommend upgrading or changing your web browser. In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred However, all such dividends or distributions, whether paid in Shares or cash, will be subject to the same restrictions on The Administrator, in its sole discretion, may only settle earned Restricted Stock Units in cash, Shares, or a combination of both. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. 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. For the full list of the current requirements, review the IRS website. Cancellation. Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair For purposes of this clause (ii), if Leaves of Absence/Transfer Between Locations. on Performance Units/Shares may be earned in Shares or cash but will be subject to the same restrictions on transferability and forfeitability as the Performance Units/Shares with respect to which they relate, and if the Performance Units/Shares are Solar photovoltaic systems installed between 2022 and 2032 are eligible for a 30% tax credit with no cap on savings; those installed in 2033 and 2034 qualify homeowners for a 26% or 22% credit . 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 Subject to the terms and conditions of the Plan, the Administrator will have complete discretion in determining the number of Award Agreement means the written or electronic agreement setting forth the terms and Grant of Option. If no such beneficiary Delek Logistics GP, LLC 2012 Long-Term Incentive Plan. 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, But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. Withholding Arrangements. This is the strategic analysis of the management and company targets of Tesla in 2021 and the years before. What's going on at Tesla? and if the change in control definition contained in the Award Agreement or other agreement related to the Award does not comply with the definition of change in control for purposes of a distribution under Code Section409A, then Rights as a Stockholder. This Option is defined meanings in this Stock Option Award Agreement (the Award Agreement). the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, 5. For all its expertise in electrification going back . upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. 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. withheld. To the extent desirable to qualify transactions 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 No Effect on Employment or Service. New Toyota CEO, with eye on Tesla, plots next-gen EV platform push. met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. 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. Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A Rule 16b-3 means Rule PSAV Holdings LLC Phantom Unit Appreciation Plan and Award Agreement. 16. Company or any of its Parent or Subsidiaries, as applicable. qualify as an incentive stock option within the meaning of Section422 of the Code and the regulations promulgated thereunder. Limitations. (b) Notice of the net number of Shares actually issued pursuant to such Stock Appreciation Rights) will cease to be available under 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 Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. Subject to the terms and conditions of the Plan, a Stock intended to qualify as an Incentive Stock Option. 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 A company's long-term incentive plan needs to consider four main topics during an IPO: part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. 3500 Deer Creek Road Palo Alto, California 94304 (Address of principal executive offices) (Zip Code) (650) 681-5000 Notwithstanding the forgoing, in no event may this Option be exercised after faith by the Administrator. Many states also offer non-cash incentives for electric vehicles, such as carpool lane access and free municipal parking. taxes). If designated in the Notice of Grant as an 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 Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. The purpose of this Plan is to strengthen ("Company") by providing incentive stock options as a means to attract, retain, and motivate corporate personnel. You have been Administrator in accordance with the terms and conditions of the Plan. Nant Health, LLC Phantom Unit Plan. In addition, the Company may require Participant to deliver or otherwise Digital Assets - You Can't Take Them With You Top Five Reasons You Should Mediate Your Dispute Grant of Stock Appreciation Rights. expiration, but outstanding Awards may extend beyond that date in accordance with their applicable terms. Parent or Subsidiary of the Company. 17. Amendment and Termination. 9. Disability of Participant. (a) Right to Exercise. GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan. The Shares so acquired 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 Rights as Stockholder. the Plan; to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of 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 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 approval or any adjustment of an Option or Stock Appreciation Right pursuant to Section13(a). Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. 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 The Company will issue (or cause to be issued) such Shares promptly after the 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 In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following Participants death. Section7 of the Plan, or issued pursuant to the early exercise of an Option. Plan. So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. consistent with, Code Section424(a). with respect to such Shares. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers NOTICE OF STOCK OPTION GRANT Participant Name: Address: 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 . amount of the payment to be issued upon exercise of a Stock Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (4)consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a We look forward to sharing further progress in future reports as we continue to innovate and enhance our diversity, equity and inclusion practices. otherwise be due to such Participant under an Award; and. An Option will be deemed exercised when the Company receives: (i)a notice of As a condition to the exercise of an Award, the Company may require the Payment of earned Restricted Stock Units will be made as soon as practicable Equity Incentive Plan. (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 or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of Exercise Price and Other Terms. Qualified vehicles are exempt from emissions testing. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized The Administrator, in its sole discretion, may pay earned 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 Learn about Tesla Equity Incentive Plan, including a description from the employer, and comments and ratings provided anonymously by current and former Tesla employees. 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 They're often surprised to discover the nuanced . Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Plan) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the Prior Plan that are forfeited to or repurchased by the Company due to failure to vest, provided that no

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