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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/17 Tesla, Inc. 10-K 12/31/16 152:26M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.09M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 67K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 48K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 51K
5: EX-10.5 Material Contract HTML 129K
6: EX-10.6 Material Contract HTML 85K
7: EX-10.7 Material Contract HTML 76K
8: EX-10.8 Material Contract HTML 104K
10: EX-21.1 Subsidiaries List HTML 113K
11: EX-23.1 Consent of Experts or Counsel HTML 44K
12: EX-23.2 Consent of Experts or Counsel HTML 46K
16: EX-99.1 Miscellaneous Exhibit HTML 1.00M
9: EX-12.1 Statement re: Computation of Ratios HTML 51K
13: EX-31.1 Certification -- §302 - SOA'02 HTML 53K
14: EX-31.2 Certification -- §302 - SOA'02 HTML 53K
15: EX-32.1 Certification -- §906 - SOA'02 HTML 48K
23: R1 Document and Entity Information HTML 74K
24: R2 Consolidated Balance Sheets HTML 161K
25: R3 Consolidated Balance Sheets (Parenthetical) HTML 63K
26: R4 Consolidated Statements of Operations HTML 111K
27: R5 Consolidated Statements of Comprehensive Loss HTML 66K
28: R6 Consolidated Statements of Redeemable HTML 124K
Noncontrolling Interest and Stockholders' Equity
29: R7 Consolidated Statements of Redeemable HTML 48K
Noncontrolling Interest and Stockholders' Equity
(Parenthetical)
30: R8 Consolidated Statements of Cash Flows HTML 177K
31: R9 Overview of the Company HTML 49K
32: R10 Summary of Significant Accounting Policies HTML 293K
33: R11 Acquisition of SolarCity HTML 167K
34: R12 Intangible Assets HTML 118K
35: R13 Fair Value of Financial Instruments HTML 167K
36: R14 Inventory HTML 72K
37: R15 Solar Energy Systems, Leased and To Be Leased - HTML 67K
Net
38: R16 Property, Plant, and Equipment HTML 93K
39: R17 Non-cancellable Operating Lease Payments HTML 63K
Receivable
40: R18 Accrued Liabilities and Other HTML 74K
41: R19 Other Long-term Liabilities HTML 75K
42: R20 Customer Deposits HTML 47K
43: R21 Convertible and Long-term Debt Obligations HTML 413K
44: R22 Common Stock HTML 54K
45: R23 Equity Incentive Plans HTML 302K
46: R24 Income Taxes HTML 294K
47: R25 Commitments and Contingencies HTML 116K
48: R26 VIE Arrangements HTML 139K
49: R27 Lease Pass-Through Financing Obligation HTML 70K
50: R28 Defined Contribution Plan HTML 48K
51: R29 Related Party Transactions HTML 58K
52: R30 Quarterly Results of Operations HTML 131K
53: R31 Segment Reporting and Information about Geographic HTML 134K
Areas
54: R32 Subsequent Events HTML 48K
55: R33 Summary of Significant Accounting Policies HTML 381K
(Policies)
56: R34 Summary of Significant Accounting Policies HTML 213K
(Tables)
57: R35 Acquisition of SolarCity (Tables) HTML 157K
58: R36 Intangible Assets (Tables) HTML 120K
59: R37 Fair Value of Financial Instruments (Tables) HTML 155K
60: R38 Inventory (Tables) HTML 70K
61: R39 Solar Energy Systems, Leased and To Be Leased - HTML 69K
Net (Tables)
62: R40 Property, Plant, and Equipment (Tables) HTML 86K
63: R41 Non-cancellable Operating Lease Payments HTML 59K
Receivable (Tables)
64: R42 Accrued Liabilities and Other (Tables) HTML 72K
65: R43 Other Long-term Liabilities (Tables) HTML 73K
66: R44 Convertible and Long-term Debt Obligations HTML 344K
(Tables)
67: R45 Equity Incentive Plans (Tables) HTML 279K
68: R46 Income Taxes (Tables) HTML 295K
69: R47 Commitments and Contingencies (Tables) HTML 89K
70: R48 VIE Arrangements (Tables) HTML 140K
71: R49 Lease Pass-Through Financing Obligation (Tables) HTML 60K
72: R50 Related Party Transactions (Tables) HTML 54K
73: R51 Quarterly Results of Operations (Tables) HTML 129K
74: R52 Segment Reporting and Information about Geographic HTML 133K
Areas (Tables)
75: R53 Overview of the Company - Additional Information HTML 52K
(Detail)
76: R54 Summary of Significant Accounting Policies - HTML 155K
Additional Information (Detail)
77: R55 Summary of Significant Accounting Policies - HTML 91K
Schedule of Account Activity Related to Resale
Value Guarantee Program (Detail)
78: R56 Summary of Significant Accounting Policies - HTML 56K
Schedule of Potential Weighted Common Shares
Outstanding that were Excluded from Computation of
Basic and Diluted Net Loss per Share of Common
Stock (Detail)
79: R57 Summary of Significant Accounting Policies - HTML 54K
Estimated Useful Lives of Respective Assets
(Detail)
80: R58 Summary of Significant Accounting Policies - HTML 57K
Schedule of Estimated Useful Lives of Related
Assets (Detail)
81: R59 Summary of Significant Accounting Policies - HTML 57K
Schedule of Accrued Warranty Activity (Detail)
82: R60 Acquisition of SolarCity - Additional Information HTML 81K
(Detail)
83: R61 Acquisition of SolarCity - Schedule of Fair Value HTML 53K
of the Consideration Transferred as of Acquisition
Date (Detail)
84: R62 Acquisition of SolarCity - Schedule of the Fair HTML 51K
Value of Consideration Transferred as of
Acquisition Date (Parenthetical) (Detail)
85: R63 Acquisition of SolarCity - Schedule of Fair Values HTML 104K
of the Assets Acquired and Liabilities Assumed
(Detail)
86: R64 Acquisition of SolarCity - Schedule of Fair Value HTML 65K
of Identified Intangible Assets and their Useful
Lives (Detail)
87: R65 Acquisition of SolarCity - Schedule of Unaudited HTML 54K
Pro Forma Information (Detail)
88: R66 Intangible Assets - Summary of Acquired Intangible HTML 72K
Assets (Detail)
89: R67 Intangible Assets - Total Future Amortization HTML 61K
Expense for Intangible Assets (Detail)
90: R68 Fair Value of Financial Instruments - Additional HTML 89K
Information (Detail)
91: R69 Fair Value of Financial Instruments - Schedule of HTML 62K
Fair Value Hierarchy of Financial Assets Carried
at Fair Value (Detail)
92: R70 Fair Value of Financial Instruments - Schedule of HTML 66K
Estimated Fair Values and their Carrying Values
(Detail)
93: R71 Inventory - Schedule of Inventory (Detail) HTML 56K
94: R72 Inventory - Additional Information (Detail) HTML 47K
95: R73 Solar Energy Systems, Leased and To Be Leased - HTML 63K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Detail)
96: R74 Solar Energy Systems, Leased and To Be Leased - HTML 54K
Net - Components of Solar Energy Systems, Leased
and to Be Leased (Parenthetical) (Detail)
97: R75 Property Plant and Equipment - Schedule of HTML 69K
Property, Plant and Equipment, Net (Detail)
98: R76 Property Plant and Equipment - Additional HTML 72K
Information (Detail)
99: R77 Non-cancellable Operating Lease Payments HTML 60K
Receivable - Schedule of Future Minimum Lease
Payments Non-cancellable Operating Leases (Detail)
100: R78 Accrued Liabilities and Other - Schedule of HTML 57K
Accrued Liabilities and Other Current Liabilities
(Detail)
101: R79 Other Long-term Liabilities - Schedule of Other HTML 58K
Long-term Liabilities (Detail)
102: R80 Customer Deposits - Additional Information HTML 46K
(Detail)
103: R81 Convertible and Long-term Debt Obligations - HTML 173K
Summary of Debt (Detail)
104: R82 Convertible and Long-term Debt Obligations - HTML 50K
Summary of Debt (Parenthetical) (Detail)
105: R83 Convertible and Long-term Debt Obligations - 0.25% HTML 148K
and 1.25% Convertible Senior Notes due in 2019 and
2021 and Bond Hedge and Warrant Transactions -
Additional Information (Detail)
106: R84 Convertible and Long-term Debt Obligations - 1.50% HTML 148K
Convertible Senior Notes due in 2018 and Bond
Hedge and Warrant Transactions - Additional
Information (Detail)
107: R85 Convertible and Long-term Debt Obligations - HTML 77K
Asset-Based Credit Facility - Additional
Information (Detail)
108: R86 Convertible and Long-term Debt Obligations - HTML 60K
Secured Revolving Credit Facility - Additional
Information (Detail)
109: R87 Convertible and Long-term Debt Obligations - 2.75% HTML 73K
Convertible Senior Notes Due In 2018 - Additional
Information (Detail)
110: R88 Convertible and Long-term Debt Obligations - HTML 83K
1.625% Convertible Senior Notes Due In 2019 -
Additional Information (Detail)
111: R89 Convertible and Long-term Debt Obligations - HTML 77K
Zero-Coupon Convertible Senior Notes Due in 2020 -
Additional Information (Detail)
112: R90 Convertible and Long-term Debt Obligations - Solar HTML 72K
Bonds - Additional Information (Detail)
113: R91 Convertible and Long-term Debt Obligations - HTML 59K
Canada Credit Facility - Additional Information
(Detail)
114: R92 Convertible and Long-term Debt Obligations - HTML 59K
Warehouse Agreement Facility - Additional
Information (Detail)
115: R93 Convertible and Long-term Debt Obligations - Term HTML 60K
Loan - Additional Information (Detail)
116: R94 Convertible and Long-term Debt Obligations - HTML 74K
MyPower Revolving Credit Facility - Additional
Information (Detail)
117: R95 Convertible and Long-term Debt Obligations - HTML 55K
Revolving Aggregation Credit Facility - Additional
Information (Detail)
118: R96 Convertible and Long-term Debt Obligations - Solar HTML 75K
Renewable Energy Credit Term Loan - Additional
Information (Detail)
119: R97 Convertible and Long-term Debt Obligations - Cash HTML 63K
Equity Debt - Additional Information (Detail)
120: R98 Convertible and Long-term Debt Obligations - Solar HTML 89K
Asset-backed Notes - Additional Information
(Detail)
121: R99 Convertible and Long-term Debt Obligations - HTML 57K
Schedule of Aggregate Amount of Interest Expense
Recognized (Detail)
122: R100 Convertible and Long-term Debt Obligations - HTML 50K
Pledged Assets - Additional Information (Detail)
123: R101 Common Stock - Additional Information (Detail) HTML 66K
124: R102 Equity Incentive Plans - Additional Information HTML 142K
(Detail)
125: R103 Equity Incentive Plans - Summary of Stock Option HTML 125K
and RSU Activity Under Plan (Detail)
126: R104 Equity Incentive Plans - Schedule of Fair Value of HTML 61K
Option Award and ESPP on Grant Date (Detail)
127: R105 Equity Incentive Plans - Summary of Stock-Based HTML 56K
Compensation Expense (Detail)
128: R106 Income Taxes - Additional Information (Detail) HTML 100K
129: R107 Income Taxes - Schedule of Loss before Income HTML 55K
Taxes (Detail)
130: R108 Income Taxes - Components of Provision for Income HTML 66K
Taxes (Detail)
131: R109 Income Taxes - Schedule of Deferred Tax Assets HTML 98K
(Liabilities) (Detail)
132: R110 Income Taxes - Schedule of Reconciliation of HTML 75K
Statutory Federal Income Taxes to Effective Taxes
(Detail)
133: R111 Income Taxes - Schedule of Aggregate Changes in HTML 54K
Balance of Gross Unrecognized Tax Benefits
(Detail)
134: R112 Commitments and Contingencies - Additional HTML 102K
Information (Detail)
135: R113 Commitments and Contingencies - Schedule of Future HTML 91K
Minimum Commitments for Leases (Detail)
136: R114 VIE Arrangements - Summary of Number of Current HTML 68K
VIE Funds by Classification of Investor, the
Carrying Value, Total Investor Contributions
Received and Undrawn Investor Contributions
(Detail)
137: R115 VIE Arrangements - Additional Information (Detail) HTML 51K
138: R116 VIE Arrangements - Carrying Values of Assets and HTML 112K
Liabilities of Subsidiary in Consolidated Balance
Sheets (Detail)
139: R117 Lease Pass-Through Financing Obligation - HTML 71K
Additional Information (Detail)
140: R118 Lease Pass-Through Financing Obligation - Schedule HTML 64K
of Future Minimum Lease Payments to be Received
for Operating Leases (Detail)
141: R119 Defined Contribution Plan - Additional Information HTML 49K
(Detail)
142: R120 Related Party Transactions - Summary of Related HTML 52K
Party Transactions (Detail)
143: R121 Related Party Transactions - Additional HTML 61K
Information (Detail)
144: R122 Quarterly Results of Operations - Schedule of HTML 67K
Selected Quarterly Results of Operations (Detail)
145: R123 Segment Reporting and Information about Geographic HTML 46K
Areas - Additional Information (Detail)
146: R124 Segment Reporting and Information about Geographic HTML 60K
Areas - Schedule of Total Revenues and Gross
Margin by Reportable Segment (Detail)
147: R125 Segment Reporting and Information about Geographic HTML 62K
Areas - Schedule of Revenues by Geographic Area
(Detail)
148: R126 Segment Reporting and Information about Geographic HTML 51K
Areas - Schedule of Long-Lived Assets by
Geographic Area (Detail)
149: R127 Subsequent Events - Additional Information HTML 59K
(Detail)
151: XML IDEA XML File -- Filing Summary XML 285K
150: EXCEL IDEA Workbook of Financial Reports XLSX 180K
17: EX-101.INS XBRL Instance -- tsla-20161231 XML 5.99M
19: EX-101.CAL XBRL Calculations -- tsla-20161231_cal XML 370K
20: EX-101.DEF XBRL Definitions -- tsla-20161231_def XML 1.53M
21: EX-101.LAB XBRL Labels -- tsla-20161231_lab XML 2.38M
22: EX-101.PRE XBRL Presentations -- tsla-20161231_pre XML 2.17M
18: EX-101.SCH XBRL Schema -- tsla-20161231 XSD 408K
152: ZIP XBRL Zipped Folder -- 0001564590-17-003118-xbrl Zip 378K
Exhibit 10.6
TESLA, INC.
2010 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the Tesla, Inc. 2010 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
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NOTICE OF STOCK OPTION GRANT |
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Participant Name: |
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You have been granted an Option to purchase Common Stock of Tesla, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Award Agreement, as follows:
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Date of Grant |
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Vesting Commencement Date |
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Exercise Price per Share |
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Total Number of Shares Granted |
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Total Exercise Price |
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Vesting Schedule
Subject to any acceleration provisions contained in the Plan or set forth below, this Option may be exercised, in whole or in part, in accordance with the following schedule:
[insert vesting schedule]
Termination Period:
This Option will be exercisable for three (3) months after the Participant ceases to be a Service Provider, unless such termination is due to participant’s death or Disability, in which case this Option will be exercisable for twelve (12) months after the Participant ceases to be a Service Provider. Notwithstanding the forgoing, in no event may this Option be exercised after the Term/expiration date as provided above and may be subject to earlier termination as provided in Section 14 of the Plan.
By Participant’s 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, 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 a part of this document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below.
In witness whereof, Tesla, Inc. has caused this Agreement to be executed on its behalf by its duly-authorized officer on the day and year first indicated above.
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TESLA, Inc. |
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TERMS AND CONDITIONS OF STOCK OPTION GRANT
1. Grant of Option. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.
If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) will not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event will the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.
2. Vesting Schedule. Except as provided in Section 3, the Option awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition 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.
3. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Option at any time, subject to the terms of the Plan. If so accelerated, such Option will be considered as having vested as of the date specified by the Administrator.
4. Exercise of Option.
(a) Right to Exercise. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Award Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit B (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be completed by Participant and delivered to the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable tax withholding. This Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.
5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Participant.
(a) cash;
(b) check;
(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
(d) surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the Administrator, will not result in any adverse accounting consequences to the Company.
6. Tax Obligations.
(a) Withholding Taxes. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares will be 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 with respect to such Shares. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time of the Option exercise, Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.
(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Grant Date, or (ii) the date one (1) year after the date of exercise, Participant will immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.
(c) Code Section 409A. Under Code Section 409A, an option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by 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 (i) income recognition by Participant prior to the exercise of the option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The Discount Option may also result in additional state income, penalty and interest charges to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the Date of Grant in a later examination. 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, Participant will be solely responsible for Participant’s costs related to such a determination.
7. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
8. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
9. Address for Notices. 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 address as the Company may hereafter designate in writing.
10. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant.
11. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
12. Additional Conditions to Issuance of Stock. 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 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, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.
13. Plan Governs. This Award Agreement is subject to all terms and provisions of the Plan. 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. Capitalized terms used and not defined in this Award Agreement will have the meaning set forth in the Plan.
14. Administrator Authority. The 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 (including, but not limited to, the determination of whether or not any Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement.
15. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and 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.
16. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
17. Agreement Severable. In the event that any provision in this Award Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.
18. Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of 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 advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option.
19. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.
20. Governing Law. This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. 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 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.
EXHIBIT B
TESLA, INC.
2010 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Tesla, Inc.
3500 Deer Creek Road
Attention: Stock Administration Department
1. Exercise of Option. Effective as of today, ___________, ___________, the undersigned (“Purchaser”) hereby elects to purchase ___________ shares (the “Shares”) of the Common Stock of Tesla, Inc. (the “Company”) under and pursuant to the 2010 Equity Incentive Plan (the “Plan”) and the Stock Option Award Agreement dated ___________ (the “Award Agreement”). The purchase price for the Shares will be $___________ per share, as required by the Award Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchase price of the Shares and any required tax withholding to be paid in connection with the exercise of the Option.
3. Representations of Purchaser. Purchaser acknowledges that 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.
4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized 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. The Shares so acquired will be issued to Purchaser as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section 14 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Award Agreement are incorporated herein by reference. 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 and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of California.
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TESLA, INC |
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Date Received |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/17 | 4, S-8 | ||
| For Period end: | 12/31/16 | SD | ||
| 12/31/04 | ||||
| 10/3/04 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/29/24 Tesla, Inc. 10-K 12/31/23 116:14M Workiva Inc Wde… FA01/FA 1/31/23 Tesla, Inc. 10-K 12/31/22 125:30M Donnelley … Solutions/FA 5/02/22 Tesla, Inc. 10-K/A 12/31/21 12:2.6M ActiveDisclosure/FA 2/07/22 Tesla, Inc. 10-K 12/31/21 131:28M Donnelley … Solutions/FA 4/30/21 Tesla, Inc. 10-K/A 12/31/20 12:2.3M ActiveDisclosure/FA 2/08/21 Tesla, Inc. 10-K 12/31/20 149:31M ActiveDisclosure/FA 6/07/17 SEC UPLOAD¶ 9/15/17 1:35K Tesla, Inc. 5/02/17 SEC UPLOAD¶ 9/15/17 1:136K Tesla, Inc. |