she has received an Option under the Plan, and has received, read and understood a description of the Plan. (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. to promote the success of the Companys business. Consultant means any person, including an advisor, engaged by the Company or a Parent or with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation 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 part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section10. Reduces employee turnover 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. Such consideration may consist entirely of: (1)cash; Disability means total and permanent disability as defined in Section22(e)(3) of the 3. Equity plan design at U.S. IPOs - WTW - Willis Towers Watson Rights, Performance Units and Performance Shares. Join us virtually on Tuesday, February 21st at 9:30am PST! The Board may at any time amend, alter, suspend or terminate the Plan To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section409A the Award will be granted, The approval provided an additional $675 million for the program and extended it until 2024. 5. TESLA EQUITY INCENTIVE PLAN - jobhuntley.com For purposes of this Section6(c), Incentive Stock 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. No Effect on Employment or Service. non-discriminatory standards adopted by the Administrator from time to time. They're often surprised to discover the nuanced . Exhibit 4.4. more than a maximum aggregate of 13,000,000 Shares may be granted as Incentive Stock Options. Rights as Stockholder. foreign or other taxes (including the Participants FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Under 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. 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, Plan with respect to such Awards. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during The Residential customers of participating Massachusetts. received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or. For example, some programs have an allocated budget or submission deadline after which the program will end. Investment Representations. covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any Period of Restriction or at such other time as the Administrator may determine.

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