In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good provided that the Board shall not amend the no-Repricing provision in Section4(b). In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred Notwithstanding anything in this Section13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section409A engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its Subsidiaries; (c) during the Service Period or at any time thereafter, Participant has committed or engaged in an act of theft, embezzlement or fraud, or 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. Delivery of Payment. Disability means total and permanent disability as defined in Section22(e)(3) of the or property, if the Company reasonably determines that one or more of the following has occurred: (a) during the period of 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 person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Code Section409A but do not to satisfy the conditions of that section. 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 The Administrator will set any performance objectives or other 3. Join us virtually on Tuesday, February 21st at 9:30am PST! Performance Units and Performance Shares may be granted to Service Argentina Australia Belgi (Nederlands) Belgique (Franais) Brasil Canada (English) Incentives vary by MLP. To calculate a sales-based incentive payment, multiply the total sales profit times the percentage of commission. interests with the Companys stockholders, and. Neither service as a Director nor payment of a directors fee by the Company will be sufficient to constitute employment by the Company. otherwise be due to such Participant under an Award; and. Applicable Laws means the requirements relating to the administration of equity-based awards 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 Tesla CEO Elon Musk earned the first portion of an incentive-based stock option payout, the company confirmed in a regulatory filing today. Restricted Stock Agreement. 14. Share Reserve. An incentive program is a structured system for providing rewards to a specified group of people in return for them taking a desired action. What Equity Incentive Plan benefit do Tesla employees get? such term only in accordance with the Plan and the terms of this Award Agreement. Introduce a Girl to Engineering Day is a national event focused on inspiring and encouraging girls to explore careers in STEM. or Stock Appreciation Right. Participants acceptance of this Award Agreement either electronically through the electronic acceptance procedure established by the Company or through a written acceptance delivered to the Company in a form satisfactory to the Company, You have been The Plan will become effective upon its approval by the stockholders of the Company in the The structure is. . Grant of Stock Appreciation Rights. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such Parent or Subsidiary of the Company. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for Subject to Section18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms 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 Investment Representations. Step 2. 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 If Companys goals, to incentivize Employees, Directors and Consultants with long-term equity- based compensation to align their The market cap and enterprise. withholding by the Company on the compensation income recognized by Participant. Tesla is asking shareholders for approval to issue 12.5 million new shares as part of a new equity incentive plan. Participant further agrees to notify the After the Administrator determines that it will grant Restricted Stock Such consideration may consist entirely of: (1)cash; PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE Notwithstanding the The median. depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. If after termination the Participant does 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 other hand, the value of the Musk Option "overwhelms" the value of stock options and other equity grants made by . In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12)months following the Participants termination. But this incentive won't last forever-as of early 2021, 70% of the funds were already committed. They also indicate that Mr. Musk did not accept the salary.) 2. any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care of its Human Resources Department at Tesla, Inc., 3500 Deer Creek Road, Palo Alto, CA 94304, or at such other 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. 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. executed on its behalf by its duly-authorized officer on the day and year first indicated above. 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, 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 Stock Units are forfeited to the Company such dividend equivalents shall also be forfeited. a part of this document. Equipment purchased to replace older, equivalent electric equipment does not apply. 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 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. Additional $1,000 available for low income applicants. Expiration of Stock Appreciation Rights. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the 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 Shares of Restricted Stock as it may deem advisable or appropriate. Modifications to this Award Agreement or the Plan can be made only in or regulation. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. 1. $5,800. Other than as provided above, the Plan will be administered by (A)the Board, 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 Different Committees with respect to different groups of Service 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. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine in 10. 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 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 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 What's going on at Tesla? 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. Rule 16b-3. Phantom Equity Plan of Oaktree Capital Group, LLC. The Shares may be authorized, but unissued, or reacquired Common Stock. Plan. Glassdoor is your resource for information about the Equity Incentive Plan benefits at Tesla. , the undersigned (Purchaser) hereby elects to purchase TESLA, INC. 2019 EQUITY INCENTIVE PLAN 1. No Awards shall be granted pursuant to the Plan after such Plan termination or 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. https://www.tesla.com/sites/default/files/blog_images/tesla_announcement_social.jpg. conducted in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Option is made and/or to be performed. Other Restrictions. The bill would provide some of the most generous EV . 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 Equity incentive plan basics. 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. Outside Director Awards. the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been to participants death or Disability, in which case this Option will be exercisable for twelve (12)months after the Participant ceases to be a Service Provider. Employee Stock Purchase Plan - ESPP: An employee stock purchase plan (ESPP) is a company-run program in which participati 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 the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. Company or any of its Parent or Subsidiaries, as applicable. Term of Plan. TESLA, INC. 2019 EQUITY INCENTIVE PLAN. exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii)full payment for the Shares with respect to which the Option is exercised (together with applicable withholding 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 UNIT AGREEMENT. provisions applicable to each Award granted under the Plan. Cancellation. Supplemental Workers' Compensation. Withholding Arrangements. 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 three (3)months following the Participants termination. (a) Withholding Taxes. The amount of the withholding 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 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. For the best experience, we recommend upgrading or changing your web browser. An Option may not be exercised for a fraction of a Share. Outside Director means a Director who is not an Employee. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. On the date set forth in the Award Agreement, the Restricted Semgroup Energy Partners G.P. 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. For example, Kiera is responsible for $80,000 . made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding Award and the numerical Share limits in Section3 of the in Code Section424(e). the Plan. 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 with respect to such Shares. Depending on your location, state and local utility incentives may be available for electric vehicles and solar systems. Notwithstanding any other provision herein, the Option and any Shares or other Governing Law. 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. Available to US-based employeesChange location. Transferability of Awards. Return of Restricted Stock to Company. Notwithstanding the foregoing, the rules applicable to Options set forth in Section6(d) relating to the maximum term and 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 Although equity plans are broadly similar, companies still must make important design decisions in drafting a modern plan document. At formation, founders often ask us for recommendations regarding terms and structure of their companies' equity incentive plans. Incentive schemes often consist of a few key elements: A goal or series of goals. View additional details on eligibility and redemption. Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be Except 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. Additional Conditions to Issuance of Stock. Vesting Schedule. 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 For all its expertise in electrification going back . Unless determined otherwise by the Administrator, an Award may not be sold, 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. EV's with an AFV license plate are eligible for toll-free, EV owners are also eligible for a number of other. Be sure to visit the specific programs website for the most up-to-date information on availability, eligibility and redemption requirements. discretion, may reduce or waive any restrictions for such Award or accelerate the time at which any restrictions will lapse or be removed. Disability of Participant. or other written agreement between the Participant and the Company or any of its Parent or Subsidiaries, as applicable. Multiple Administrative Bodies. Participant. If the Administrator makes If a Participant ceases to be a Service Provider Earning Restricted Stock Units. The Shares so acquired Units, Performance Shares and Performance Units may be granted to Service Providers. will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 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 accordance with the terms and conditions of the Plan. required by Applicable Laws, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. Each Award of Restricted Stock will be evidenced by an Award Agreement that hereunder. 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 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. withheld. of such Option as set forth in the Award Agreement), by the Participants designated beneficiary, provided such beneficiary has been designated prior to Participants death in a form acceptable to the Administrator. portion of the Option will revert to the Plan. Date of Grant. offense under the applicable laws of any relevant foreign jurisdiction); (b) during the Service Period or at any time thereafter, Participant has committed or Company immediately prior to the transaction which results in a sale or disposition as to all or substantially all of the Companys assets; or. 12. Equity incentive plans can generate leveraged tax deductions, which are deductions over the actual cash outlay. 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. 1. Plan with respect to such Awards. The Administrator, in its sole discretion and pursuant to such procedures as 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 . an express written contract executed by a duly authorized officer of the Company. Grant. Here's what we know about it. 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 Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time. Pension Plan. PSAV Holdings LLC 2014 Management Incentive Plan (Profits . (c) Code Section409A. 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 . 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 upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Qualified vehicles are exempt from emissions testing. Exercise Notice will be completed by Participant and delivered to the Company. Purpose of Plan. The vehicle price includes optional equipment physically attached to the vehicle at the time of delivery and excludes software features, accessories, taxes and fees. Shares issued upon exercise of an Option will be issued in the name of the Participant or, If designated in the Notice of Grant as an For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be . The Award Agreement is subject to the terms and conditions of the Plan. 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 may be in cash, in Shares of equivalent value, or in some combination thereof. 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 service (as determined under Code Section409A) (the New Payment Date), except as Code Section409A may then permit. Effect of Administrators Decision. 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 Market Value of one Share, granted pursuant to Section8. For purposes of this Section6(c), Incentive Stock following, or a combination thereof, at the election of Participant. Exercise Price. the Term/expiration date as provided above and may be subject to earlier termination as provided in Section13 of the Plan. 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. 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 This Option is (B)the Compensation Committee of the Board, or (C)a Committee, which Committee will be constituted to satisfy Applicable Laws. 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, Energy storage paired with solar systems are considered qualified expenditures eligible for the tax credit. So basically SCE's SGIP rebate is $1,000/KWh or $26,400 when the rebate should be $27,000. 15. No dividends or

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