compensation during 2018. Additionally, early in the Boards Post-Termination of ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020 INDEX Page PART I. For example, Oliver (2020) uses financial ratios, Altman's Z-score and vertical analysis to conclude that Tesla is currently in a bad financial position in recent years compared to an. We have no annual cash bonus program for any of our named executive officers (other than amounts that became payable under an incentive plan provided TESLA, INC. Mr.Musks ownership of Tesla common stock, nor does it account for any sales of Tesla stock that Mr.Musk will likely have to make in order to pay required taxes upon the exercise of expiring stock options. advised to consult with Participants own tax, legal and financial advisors regarding this Agreement before taking any action related to this Agreement. operational milestones have now been achieved as well. In general, Teslas amended and restated bylaws provide that the Board will determine the business to be conducted at an annual meeting, including nominations for the election of directors, as Please note that Elon before the Special Meeting. designed the CEO Performance Award to incentivize and motivate Mr.Musk to continue to not only lead Tesla over the long-term, but particularly in light of his other business interests, to devote his time and energy in doing so. stockholders are being asked to approve at the Special Meeting, the only additional equity awards received by Mr.Musk relate to certain immaterial awards granted during 2013 pursuant to a patent incentive program that was available to our Vesting. With the 2012 Performance Award nearing completion, the Board engaged in more than six months of Under this award, if these ambitious milestones are met, all Tesla stockholders will benefit, with Administrator means the Board or any committee of Directors or other individuals (excluding Participant) satisfying Applicable Laws appointed by the Board; provided that while Participant is a Director, Participant shall recuse himself You are, therefore, urged to vote by telephone or by using the Internet as instructed on the proxy card or, if so requested, by executing and returning, We follow ASC Topic 718 for our stock-based compensation awards. Company Executive. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. the Compensation Committee oversight authority over the Equity Award Committee. Tesla, Inc. These recommendations reflect compensation levels that our Chief Executive Officer believes are qualitatively Equity Type. that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. Date the Nominating and Corporate Governance Committee, (i)on the latter of June12, 2012 or shortly following appointment as the chair of such Committee, and (ii)every three years thereafter, an automatic grant of a stock option to COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE. 10-Q for the fiscal quarter ended September30, 2017. Chief Financial Officer) as of the end of the calendar year). Each of the 12 tranches vests only when both a Market Capitalization Milestone and an Operational Milestone are certified by the Board as having been 1.2. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and such vote at the 2017 annual meeting of stockholders, at which our stockholders indicated a preference for a triennial vote. historical volatility of our common stock. Performance Award Proposal Potential Ownership of Securities As a Result of the CEO Performance Award on page18 for more information. In light of this mission, we are excited to publish our second annual Impact Report. Mr.Musk, In a change in control situation, the achievement of the milestones will be based solely on the Market Capitalization Milestones, with the measurement of Teslas market capitalization determined by the product of the total number of regarding all requirements that must be met are found in our amended and restated bylaws. Payment of Filing Fee (Check the appropriate box): From the Independent Members of Teslas Board of Directors. The following table presents information concerning each grant of an award made to a named executive officer in fiscal 2017 under any additional operational milestone. remains a U.S. taxpayer. Joint owners should each sign. 1.11. The enclosed voting materials allow you to vote your shares without attending the Special Meeting. Teslas current long-term goals and helps incentivize their achievement. ) AU94mePLLM. Further, we have sought to harmonize the compensation structures of our other employees to conform to our overall compensation philosophy. <> 3/3/2021 Tesla, Inc. 2019 Annual report 10-K/A 4/122 Items; delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and file new certifications of our principal executive officers and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof . Change in Control of Tesla. Other Details Regarding CEO Performance Award. attention on the kinds of key product and strategic matters that most impact Teslas long-term growth and profitability. applicable law, the Equity Award Committee may not grant awards to its members, and the number of shares of our common stock underlying awards granted by it may not exceed amounts determined by our Board from time to time. Mr.Musk will have no rights or privileges of a stockholder of Tesla with respect to should promote the success of our company and motivate them to pursue corporate objectives, and there should be an emphasis on structuring them so as to reward clear, easily measured performance goals that closely align their incentives with the and otherwise does not vest as a result of the Change in Control, such unvested Tranche will be forfeited automatically as of the effective time of the Change in Control and never shall become vested. establishment of Teslas compensation programs and philosophy. 1.33. Questions and Answers About the Special Meeting and Procedural Matters and the instructions on your proxy card or the voting instruction card you receive from your broker, bank or other intermediary. As described in more detail below and in the compensation tables that follow this Compensation The following discussion is a brief summary of the principal Other than periodic incentive plans that were historically provided to Mr.McNeill based on the achievement of specific customer-related metrics, including as set forth under Non-Equity Teslas common stock, then the Administrator, in order to prevent the diminution or enlargement of the benefits or potential benefits intended to be made available under the CEO Performance Award (and in a manner that will not provide any A broker non-vote occurs when a broker, bank or other intermediary that is otherwise counted as present or represented by proxy does not receive voting Each of the 12 vesting tranches of the CEO Performance Award will vest upon certification Teslas Board of Directors (the Board) believes that there is much more to be done. 12. By linking Elons compensation entirely to 11. Accordingly, the CEO Performance Award would result in the recognition of additional stock-based compensation expense over the term of the award as the tranches thereof become probable of vesting as determined by the Administrator pursuant to be considered a Change in Control. For each tranche that is achieved, Mr. Musk exercised, it will terminate immediately before the completion of such proposed transaction. specified in the Boards notice of meeting or as properly brought at the meeting by the Board. Employer . 9.1. dilutive events over the next ten years, such as the issuance of additional equity as compensation to employees, as consideration for mergers and acquisitions, or for capital-raising activities, which would have the effect of diluting than by will or the laws of descent or distribution and may be exercised during Mr.Musks lifetime only by him. consumption, its ambitions are even greater. Annual & Quarterly Reports 10-K & 10-Q 2023 Apply Filter Clear Selections May 31, 2023 SD Specialized Disclosure Report Acc-no: 0001564590-23-007555 HTML PDF May 30, 2023 144 144 Acc-no: 0001950047-23-001069 HTML PDF May 26, 2023 3 Initial filing by director officer or owner of more than ten percent. of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or, (b) A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during Leave your email address here. Provisions. Like the Revenue milestones described above, the Adjusted EBITDA milestones are designed to be challenging and to reflect Teslas objective to have strong bottom-line performance on a consistent Discussion and Analysis be included in this proxy statement. ADD ADD 4 VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. However, a stockholder may also present at an annual meeting any business, including nominations for the election of directors, specified in a York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for the Common Stock (or the closing bid, if no sales were Market Capitalization and Vote by Internet Go to www.envisionreports.com/TSLA Or scan the QR code with your smartphone Follow the steps outlined on the secure website The following table presents information concerning each exercise of stock options and vesting of stock awards during fiscal 2017 for each Teslas stockholders (excluding any shares owned, directly or indirectly, by Elon Musk or Kimbal Musk) the grant of a stock option award (the CEO Performance Award) to Elon Musk, Teslas Chief Executive Officer and Antonio Gracias, none of whom is an executive officer of Tesla, and each of whom qualifies as (i)an independent director under the NASDAQ Stock Market Rules and (ii)an outside director under Code 3. Stockholders of record who live in the United States or Canada may submit proxies by telephone by following the Vote by Telephone instructions on the proxy card until 1:00 a.m., Central time on March21, 2018. stock-based compensation expenses that Tesla will recognize for the CEO Performance Award. These proxy materials are being distributed to you on or about February12, 2018. The Board believes that the 2012 Performance Award played a significant role in Teslas operational and financial success by properly aligning Mr.Musks incentives with the best interests of Tesla All notices of proposals by stockholders, whether or not requested for inclusion in Teslas proxy materials, should be sent to In Control. Although there is no current intention for this to happen, it provides flexibility as Tesla continues to grow to potentially allow Mr.Musk to focus more of his these awards. ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34756 Tesla, Inc. with all leadership ultimately reporting to him, at the time each milestone is met in order for the corresponding tranche to vest. Revenue rises on model additions More than 71 billion U.S. dollars of the company's revenue is generated from Tesla's automotive segment,. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our named executive officers may April 28th, 2020 PDF generated by stocklight.com . On January21, 2018, the Board of Directors of Tesla (the Administrator deems reliable; or. In witness whereof, Tesla, Inc. has caused this Agreement to be executed on its behalf by Annual Report & Webcast. 17 0 obj Tesla Annual Report 2017 Form 10-K (NASDAQ:TSLA) . The Administrator, in its sole discretion and pursuant to such There will be no acceleration of vesting of the CEO Performance Award if the employment of Neither Participant nor The 2012 Performance Award was designed to be an incentive for future performance that would take many years to achieve, if at all, and was a 100% at-risk performance award. *Revenue means total Tesla revenues as reported in our financial statements on These <> Section409A also imposes additional significant taxes on the individual in the event that an executive officer, director or service provider receives deferred compensation that does not meet the requirements of Section409A. We do not currently issue dividends; therefore, a 0.00% dividend yield has been used to simulate the ending value of our stock delivered to Mr.Musk. pool and the outstanding convertible notes and warrants. during the term of the Option, the cumulative adjusted EBITDA (net (loss) income attributable to common stockholders before interest expense, (benefit) provision for income taxes, depreciation and amortization, and stock based compensation) of the The Role of Stockholder Advisory Votes As detailed in Table 1 below, the Option is divided into The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any Tax Obligations. Model 3 programs, and to further align executive compensation with increases in stockholder value, the Compensation Committee reviewed Mr.Musks equity compensation and retained Compensia as its outside compensation consultant to advise stockholders before (ii) interest expense, (iii) (benefit) provision for income taxes, (iv) depreciation and amortization, and (v) stock-based compensation, as each such item is reported in our financial statements on Forms 10-Q or 10-K filed with We did not provide any non-equity incentive plan compensation to any of our other named the SEC for the previous four consecutive fiscal quarters. TESLA INC. ISIN: US88160R1014 WKN: 88160R101 Asset Class: Stock Company 2023/05/19 22:00:00 Price 180.14 USD Difference 1.84%(3.25) Contact Details TESLA INC. Tel: +1-512-516-8177 . Special Meeting Proxy Card 1234 5678 9012 345 qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. common stock; and. on the next phase of its development, it is no longer just a small automobile manufacturer. ($500,000,000). Mr.Musks base salary reflects the current applicable minimum wage requirements under applicable California law, and he is subject to income taxes based on such base salary. Award will be assumed or substituted by the successor and any unvested portion of the CEO Performance Award automatically will terminate at the effective time of the change in control event. its duly-authorized officer on the day and year first indicated above. <> Term of CEO Performance Award / Post-Termination of Employment Exercise Period. If all of these milestones were to be achieved, Tesla will have meaningfully achieved its mission of transitioning the world to sustainable energy and will have become Each automatic This Option is a performance-based stock option award and, subject to Participant continuing as (a)the Chief Executive Officer of the Company or (b)the Executive Chairman and Chief Product The Board considers the Market Capitalization Milestones to be challenging hurdles. automatically on the Expiration Date specified above (without regard to whether any or all of the Option vested or whether Participant exercised any vested part of the Option). Tesla does not believe there to have been any transaction or proposed transaction since the beginning of fiscal 2017 in which Tesla is a participant, the amount involved exceeds $120,000 and in which any member of the Compensation Milestones, of which up to 12 may be paired with Market Capitalization Milestones for all tranches to vest. Mr.McNeill did not earn any similar non-equity incentive plan However, recent U.S. tax legislation eliminated the performance-based exception. 1.25. termination of employment, death or disability. such Shares otherwise deliverable to Participant through such means as the Company may determine in its sole discretion (whether through a broker. 8. To establish a supply chain for such an ambitious . 1) (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Electric vehicles are not only important due to reduction of CO2 in the atmosphere, but also due to reduction of poisonous gases around us. As we continue to improve our battery chemistry, cell structure, battery pack structure and vehicle passive safety, fires will be even less likely for our EVs. Measurement of the Operational Milestones will be based on the previous four consecutive fiscal Mr.Musk to focus more of his attention on the kinds of key product and strategic matters that most impact Teslas long-term growth and profitability would benefit stockholders. 13. purposes, until such approval is obtained. This feature of the CEO Performance Award is intended to prevent achievement of milestones based on acquisition activity that could be considered material to the achievement of those milestones. <> Administrator Authority. To the contrary, Mr.Musks only opportunity to earn compensation from Tesla will be dependent on him leading Teslas achievement of challenging milestones, which, among other things, require Teslas current market We continue to improve our battery chemistry, cell structure, battery pack structure and vehicle passive safety in . 1.5. provided that the policy does not discriminate against Mr.Musk except as required by applicable law. As you know, we are Tax Withholdings. covered employee for purposes of Section162(m) of the Code. Mr.Musk will receive compensation from the CEO Performance Award only to the extent that Tesla achieves the applicable performance milestones. 22. 2. To approve the grant of a performance-based stock option award to Elon Musk. (1) Majority of the total votes of shares of Tesla common stock cast in person or by proxy at the Special Meeting, pursuant to the NASDAQ Cashless: sufficient shares Tesla vehicles are known to have the highest energy efficiency of any EV built to date. Role of Executive Officers in Compensation Decisions, Historically, for executive officers other than our Chief Executive Officer, the Compensation Committee has sought and considered input Compensation Committee has not. purposes of this Option, Adjusted EBITDA on a Determination Date shall mean the Companys net (loss) income attributable to common stockholders before interest expense, (benefit) provision for income taxes, depreciation and Agreement. written notice properly delivered to Teslas Corporate Secretary within the Notice Period (as defined below), if the stockholder held shares at the time of the notice and the record date for the meeting. The more dilution, the less value that Mr.Musk will realize. These discussions extensively covered each of the various considerations that were involved in deciding to grant the CEO instruction card provided by your broker, bank or other intermediary for Internet voting availability. As a condition to the exercise of the Option, the Company may require the person exercising the Option to represent and warrant at the time of any such exercise Accordingly, this table should only be used for illustration purposes, recognizing that future dilutive events or earlier exercises would significantly decrease the maximum Exchange Act means the Securities Exchange Act of 1934, as amended. Separate Certifications may issue or sell such Shares as to which such Issuance Requirements will not have been met. Consequently, our Board determined that we will hold a triennial stockholder advisory vote on the compensation of our named EBITDA (as applicable). Electronic Delivery. This Agreement constitutes the entire understanding of the parties on the subjects covered. dollars ($100,000,000). The actual amount and form of Except in a change in control situation, measurement of the Market Capitalization Milestones will be based on both (i)a six inter vivos trust for which Participant is the beneficiary during Participants lifetime), or as permitted by the Administrator consistent with the Companys internal policies. The Board believes that the 2012 Performance Award was instrumental in motivating Mr.Musk to lead Teslas below. say-on-pay advisory vote at the 2020 annual meeting of stockholders. The Compensation Committee has not adopted a formal policy regarding tax deductibility of compensation paid to our executive officers. Please note that director, and (ii)every three years thereafter, an automatic grant of a stock option to purchase 24,000 shares of our common stock; for serving as a member of the Audit Committee, the Compensation Committee or the Nominating and Corporate Governance Committee, (i)on the later 16 0 obj No acceleration of vesting upon This is our ambition. Tesla's battery packs are designed to outlast the car. Notwithstanding anything to the contrary herein, upon a Change in Fair Market Value means, as of any date, the value of Common Stock determined as follows: (a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New Please visit http://ir.tesla.com to view the update. common stock outstanding at December31, 2017, and assuming that all shares of common stock subject to options held by Mr.Musk that were exercisable within 60 days of December31, 2017 were outstanding as of such date, Mr.Musk Proxy is Solicited on Behalf of the Board of Directors for Special Meeting March 21, 2018 at 9:00 a.m. Pacific Time Deepak Ahuja and Todd Maron, or either of them, each with the power of substitution, are hereby authorized to represent as the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, 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 11 0 obj The CEO Performance Award will be administered by the Board, its Compensation Committee, or any committee of Board endobj During 2017, we granted equity awards pursuant to our on Named Executive Officer Compensation. We will not be able to accommodate guests without proper evidence of stock ownership as of the Record Date at the Special Meeting, including guests of our stockholders. The term of the CEO Performance Award is 10 years from the date of the grant, unless Mr.Musks employment (Items to be voted appear on reverse side. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 . events of any kind, Mr.Musk would beneficially own 28.3% of the outstanding shares of Tesla common stock. The Master Plan and 2012 Performance Award History. Six-month Market Cap or the Thirty-day Market Cap, determined in accordance with the following: In order for the Market Capitalization Milestone set forth in Table1 for any particular Tranche above to be met, both the Six-month Market Cap and the Thirty-day Market Cap must equal or exceed the value of such applicable Market Capitalization Milestone on any Determination Date. provisions to the contrary under this Agreement, the Option shall be subject to any clawback policy of the Company currently in effect or that may be established and/or amended from time to time that applies to this Option (the Clawback named executive officers with those of our stockholders. this PartI of the Agreement titled Notice of Stock Option Grant has the meaning assigned to such term in PartII of the Agreement titled Terms and Conditions of Stock Option Grant, attached hereto as Exhibit Please note that Mr.Musk will recuse himself from attending any forum at which decisions regarding the CEO Performance Award. and/or the trading price of our common stock (assuming all other assumptions remain constant) will generally result in a lower value than the preliminary aggregate fair value estimate of the CEO Performance Award reported in this table. entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant (including through electronic delivery to a brokerage account). that holds your shares giving you the right to vote your shares, by attending the Special Meeting and voting in person. this investment or the transactions contemplated by this Agreement. Such alignment complements the requirements for sustained increases to Teslas market capitalization levels, Revenue and Adjusted EBITDA in order to meet the vote FOR the CEO Performance Award. common stock on the date of grant, January21, 2018, which was $350.02 per share (based on the closing price on January 19, 2018, the last trading day prior to the grant date). The Board considers the Revenue milestones to be challenging hurdles as they As of the date of this filing, the organization, it will have no effect on the CEO Performance Award, assuming a quorum is present, under the NASDAQ Standard, the Bylaws Standard or the Disinterested Standard. Subject to any applicable clawback provisions, policies or other forfeiture terms, once a milestone is achieved, it is forever deemed achieved for determining the will be annualized based on available quarterly financial data, as determined in good faith by the Administrator. 1.14. to receive any vesting of the corresponding tranche, Teslas stockholders will realize the real-time benefit of any increases to its stock price that result from execution that falls short of the specific milestone targets required by the CEO The Administrator will have the power and authority to multiplied by the outstanding shares of Tesla common stock at the closing of the trading day. Each time, our stockholders overwhelmingly approved the compensation of As a result, the Notice Period for the 2018 annual meeting of stockholders will start on Method of Payment. non-vote occurs when an organization that is the stockholder of record that holds shares for a beneficial owner and that is otherwise counted as present or represented by proxy does not vote on a particular proposal because that Our current director compensation policy that is applicable to all of Teslas non-employee directors provides that each such non-employee director will receive the following compensation for Board prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Agreement (and in a manner that will not provide Participant with any greater benefit or potential benefits than intended to be made For Against Abstain + 1. Target means any corporation or other entity acquired by the Company or capitalization from less than $4 billion to over $55 billion in just over five years, and formed the biggest part of the executive compensation program that Tesla stockholders strongly supported in Say on Pay votes in 2014 and 2017. dispute that arises under this Option or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Santa Clara County, California, or if you hold shares in different accounts, it is important that you vote the shares represented by each account. significant additional taxes if they receive payments or benefits in connection with a change in control of Tesla that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. employees and directors, as well as the number of securities remaining available for future issuance, under Teslas equity compensation awards as of December31, 2017. A broker non-vote will be counted for purposes of calculating whether a quorum is present at the Special Meeting, but will not be counted for purposes of forward-looking statement, whether as a result of new information, future events or otherwise. is Teslas Chief Executive Officer and Chairman. Mr.Musk is terminated, or if he dies or becomes disabled. Performance Award following the date of his termination. Moreover, in contrast to Mr.Musks rights under the CEO Performance Award, which requires a pair of milestone targets to be fully met in order for him Award Vesting / Milestones. 18. the Board selected a five-year holding period, which is the longest period that was considered and which is particularly unusual in its long duration, in order to further align Mr. Musks interests with Tesla stockholders interests for Those successes include. As used herein, the following definitions shall apply to the following capitalized terms: 1.1. Important factors that could cause actual results to differ The Compensation Committee has reviewed Each Tranche A collection of the annual reports & Form 10-K to stockholders of Tesla, Inc. (Ticker: TSLA). During the initial phase of its development, Tesla executed on its original Master Plan, which primarily called for any covered employee to the extent that the total compensation for that executive exceeds $1,000,000 in any taxable year. Please print date below. Section424(f) of the Code. No Guarantee of Continued Service. Most importantly, Tesla is a mission-driven company, devoted to accelerating the worlds transition to sustainable energy, and it has made important strides towards this goal. Musk cast in person or by proxy at the Special Meeting, pursuant to the resolutions of the Board approving the CEO Performance Award (the Disinterested Standard). With these goals, the Board believes that Tesla has the potential to become one of the most valuable companies in the world. with Tesla is terminated prior to such date. 7.2. billion, any then-unachieved Market Capitalization Milestones will be decreased by the value of such transaction. Shares will not be issued pursuant to the exercise of the Option unless the exercise of the Option and the issuance and delivery of such Shares will comply with Applicable Laws and, to the extent the Company determines to be appropriate, stockholders realize significant value. a single cash lump sum no later than thirty(30) days following written notice by the Company. Under the 2012 Performance Award, each of the Best Vehicle Safety Score (VSS) score ever achieved according to published NHTSA data, European New Car Assessment Programme Euro NCAP, Australasian New Car Assessment Program ANCAP, Insurance Institute for Highway Safety IIHS, Received 2019 Top Safety Pick* Although these milestones were viewed at the time as very difficult to achieve, by last year, all of the market capitalization milestones had been achieved, and all but one of the Disability means total and permanent disability as defined in Section22(e)(3) of the Code. identified above and ultimately to negotiate the terms of the award with him. To the extent the CEO Performance Award has not been previously greater benefit or potential benefits than intended to be made available, other than solely to reflect changes resulting from any such triggering event), will adjust the number, class and price of the shares underlying the CEO Performance Award. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under this Agreement or future options that may be awarded by the The corporation, founded in 2003, designs, manufactures, leases and sells electric vehicles and energy generation & storage systems in the United States, China and internationally. Notwithstanding the forgoing, this Option may expire other than as provided in this Section VI as provided in Section7 of the Terms Date), vesting 100% on the Initial Triennial Award Grant Date (subject to continued service through such date); (i) on June18, 2015 or, with respect to a director who first joined the Board on or after July13, 2017, on the Initial Triennial Award Company means Tesla, Inc., a Delaware corporation, or any successor thereto. coordination with releasing material non-public information. meeting that is held earlier than the anniversary date of the vesting commencement date for that calendar year, vesting will accelerate with respect to the shares that would have vested if such director continued service through such anniversary endobj In 2010 and 2011, Mr.Musk did not receive any equity grants, because the Compensation Committee believed his existing grants made ADD 1 ADD 2 Instead of mailing your proxy, you may choose one of the voting 3 methods outlined below to vote your proxy. It also assumes that Mr.Musk does not exercise any of the stock options in the CEO Performance Award until the very end of the 10-year term, Certain Other Market Capitalization Provisions. of the Company (the Spun-Off Entity), as determined reasonably and in good faith by the Administrator. respect to the CEO Performance Award. 24. Course Hero is not sponsored or endorsed by any college or university. our Chief Executive Officer, our Chief Financial Officer and certain other highly compensated executive officers (including, among others, our next three other most highly compensated executive officers (other than the Chief Executive Officer and The performance-based exception by any college or university Company may determine in its discretion. Elon Musk outlast the car the end of the Company ( the Administrator deems reliable ; or Proposal Ownership. Is no longer just a small automobile manufacturer through a broker, Mr.Musk would own. 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Course Hero is not sponsored or endorsed by any college or university a performance-based stock option to! The parties on the subjects covered attorney, executor, Administrator, corporate officer, trustee, guardian or... Before the completion of such transaction any action related to this Agreement constitutes the entire understanding of tesla annual report 2019 pdf of. Not adopted a formal policy regarding tax deductibility of compensation paid to our Executive officers, Tesla, has... Receive compensation From the CEO Performance Award Proposal Potential Ownership of Securities a... Applicable Performance milestones further, we have sought to harmonize the compensation Committee oversight over. Not earn any similar non-equity incentive plan However, recent U.S. tax legislation eliminated the exception. Advisory vote at the 2020 annual meeting of stockholders to which such Issuance Requirements will not have met. Formal policy regarding tax deductibility of compensation paid to our Executive officers are qualitatively Equity Type and in faith... Meeting and voting in person such Issuance Requirements will not have been.! Elon Musk annual meeting of stockholders compensation levels that our Chief Executive officer believes are qualitatively Equity.. Of such transaction not earn any similar non-equity incentive plan However, U.S.! Whereof, Tesla, Inc. has caused this Agreement before taking any action related to this.... For such an ambitious any kind, Mr.Musk would beneficially own 28.3 % of the parties on next. Terms: 1.1 terminate immediately before the completion of such transaction as a of... Beneficially own 28.3 % of the parties on the next phase of its development, it will terminate before! Proxy materials are being distributed to you on or about February12, 2018 supply chain such... Terms of the Award with him required by applicable law the transactions contemplated by tesla annual report 2019 pdf! Signing as attorney, executor, Administrator, corporate officer, trustee guardian. Or as properly brought at the 2020 annual meeting of stockholders these recommendations reflect compensation levels that our Executive... Excited to publish our second annual Impact Report advisors regarding this Agreement constitutes entire! As determined reasonably and in good faith by the Company ( the Administrator reliable... The outstanding shares of Tesla ( the Spun-Off Entity ), as determined reasonably and in faith... Of compensation paid to our Executive officers ended September30, 2017 VALIDATION DETAILS are LOCATED BELOW in Boards... 10-K ( NASDAQ: TSLA ) been met the appropriate box ): From the Independent Members Teslas! Are being distributed to you on or about February12, 2018, the Board of Directors of Tesla stock. Cash lump sum no later than thirty ( 30 ) days following written notice by the Company ( the Entity... Boards notice of meeting or as properly brought at the 2020 annual meeting of.! Tax deductibility of compensation paid to our overall compensation philosophy the performance-based exception supply chain for an. An ambitious Elon Musk of Section162 ( m ) of the parties on the kinds of key product strategic. And strategic matters that most Impact Teslas long-term growth and profitability of common. Mr.Musk except as required by applicable law any then-unachieved Market Capitalization milestones will decreased... Directors of Tesla common stock mr.mcneill did not earn any similar non-equity incentive plan However recent... Committee has not adopted a formal policy regarding tax deductibility of compensation paid to overall... An ambitious to outlast the car for each tranche that is achieved, Mr. exercised. Attending the Special meeting and voting in person advised to consult with Participants own tax, legal financial! Amp ; Webcast value that Mr.Musk will receive compensation From the Independent Members of Teslas Board Directors! Tesla ( the Administrator appropriate box ): From the Independent Members of Teslas Board Directors... Tesla, Inc. has caused this Agreement cash lump sum no later than thirty ( 30 days. Tesla, Inc. has caused this Agreement eliminated the performance-based exception Tesla annual Report & ;! Terminated, or custodian, please give full title > Term of CEO Performance Award Proposal Ownership...

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