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Tesla, Inc. – ‘10-Q’ for 3/31/17 – ‘EX-10.7’

On:  Tuesday, 5/9/17, at 5:56pm ET   ·   As of:  5/10/17   ·   For:  3/31/17   ·   Accession #:  1564590-17-9968   ·   File #:  1-34756

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/10/17  Tesla, Inc.                       10-Q        3/31/17   95:13M                                    ActiveDisclosure/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    823K 
 5: EX-10.10    Material Contract                                   HTML    140K 
 2: EX-10.7     Material Contract                                   HTML     53K 
 3: EX-10.8     Material Contract                                   HTML     75K 
 4: EX-10.9     Material Contract                                   HTML     81K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
15: R1          Document and Entity Information                     HTML     49K 
16: R2          Consolidated Balance Sheets (Unaudited)             HTML    150K 
17: R3          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
18: R4          Consolidated Statements of Operations (Unaudited)   HTML     94K 
19: R5          Consolidated Statements of Comprehensive Loss       HTML     53K 
                (Unaudited)                                                      
20: R6          Consolidated Statements of Cash Flows (Unaudited)   HTML    142K 
21: R7          Overview                                            HTML     32K 
22: R8          Summary of Significant Accounting Policies          HTML    188K 
23: R9          Business Combinations                               HTML     92K 
24: R10         Goodwill and Intangible Assets                      HTML    107K 
25: R11         Fair Value of Financial Instruments                 HTML    150K 
26: R12         Inventory                                           HTML     56K 
27: R13         Solar Energy Systems, Leased and To Be Leased -     HTML     65K 
                Net                                                              
28: R14         Property, Plant, and Equipment                      HTML     76K 
29: R15         Other Long-Term Liabilities                         HTML     58K 
30: R16         Customer Deposits                                   HTML     31K 
31: R17         Convertible and Long-Term Debt Obligations          HTML    617K 
32: R18         Common Stock                                        HTML     37K 
33: R19         Equity Incentive Plans                              HTML     70K 
34: R20         Commitments and Contingencies                       HTML     54K 
35: R21         VIE Arrangements                                    HTML    121K 
36: R22         Related Party Transactions                          HTML     49K 
37: R23         Segment Reporting and Information about Geographic  HTML     97K 
                Areas                                                            
38: R24         Summary of Significant Accounting Policies          HTML    209K 
                (Policies)                                                       
39: R25         Summary of Significant Accounting Policies          HTML    165K 
                (Tables)                                                         
40: R26         Business Combinations (Tables)                      HTML     82K 
41: R27         Goodwill and Intangible Assets (Tables)             HTML    105K 
42: R28         Fair Value of Financial Instruments (Tables)        HTML    149K 
43: R29         Inventory (Tables)                                  HTML     54K 
44: R30         Solar Energy Systems, Leased and To Be Leased -     HTML     68K 
                Net (Tables)                                                     
45: R31         Property, Plant, and Equipment (Tables)             HTML     70K 
46: R32         Other Long-Term Liabilities (Tables)                HTML     57K 
47: R33         Convertible and Long-Term Debt Obligations          HTML    604K 
                (Tables)                                                         
48: R34         Equity Incentive Plans (Tables)                     HTML     50K 
49: R35         VIE Arrangements (Tables)                           HTML    120K 
50: R36         Related Party Transactions (Tables)                 HTML     44K 
51: R37         Segment Reporting and Information about Geographic  HTML     97K 
                Areas (Tables)                                                   
52: R38         Overview - Additional Information (Detail)          HTML     35K 
53: R39         Summary of Significant Accounting Policies -        HTML     84K 
                Additional Information (Detail)                                  
54: R40         Summary of Significant Accounting Policies -        HTML     73K 
                Schedule of Account Activity Related to Resale                   
                Value Guarantee Program (Detail)                                 
55: R41         Summary of Significant Accounting Policies -        HTML     40K 
                Schedule of Potentially Dilutive Shares that were                
                Excluded from Computation of Diluted Net Income                  
                (Loss) per Share of Common Stock (Detail)                        
56: R42         Summary of Significant Accounting Policies -        HTML     38K 
                Schedule of Accrued Warranty Activity (Detail)                   
57: R43         Business Combinations - Additional Information      HTML     52K 
                (Detail)                                                         
58: R44         Business Combinations - Schedule of Fair Values of  HTML     69K 
                the Assets Acquired and Liabilities Assumed                      
                (Detail)                                                         
59: R45         Business Combinations - Schedule of Fair Value of   HTML     51K 
                Identified Intangible Assets and their Useful                    
                Lives (Detail)                                                   
60: R46         Goodwill and Intangible Assets - Additional         HTML     31K 
                Information (Detail)                                             
61: R47         Goodwill and Intangible Assets - Summary of         HTML     56K 
                Acquired Intangible Assets (Detail)                              
62: R48         Goodwill and Intangible Assets - Total Future       HTML     44K 
                Amortization Expense for Intangible Assets                       
                (Detail)                                                         
63: R49         Fair Value of Financial Instruments - Schedule of   HTML     43K 
                Assets and Liabilities Measured at Fair Value on                 
                Recurring Basis (Detail)                                         
64: R50         Fair Value of Financial Instruments - Schedule of   HTML     44K 
                Interest Rate Swaps Outstanding (Detail)                         
65: R51         Fair Value of Financial Instruments - Schedule of   HTML     50K 
                Estimated Fair Values and Carrying Values (Detail)               
66: R52         Inventory - Schedule of Inventory (Detail)          HTML     40K 
67: R53         Inventory - Additional Information (Detail)         HTML     31K 
68: R54         Solar Energy Systems, Leased and To Be Leased -     HTML     45K 
                Net - Components of Solar Energy Systems, Leased                 
                and to Be Leased (Detail)                                        
69: R55         Solar Energy Systems, Leased and To Be Leased -     HTML     39K 
                Net - Components of Solar Energy Systems, Leased                 
                and to Be Leased (Parenthetical) (Detail)                        
70: R56         Property Plant and Equipment - Schedule of          HTML     53K 
                Property, Plant and Equipment, Net (Detail)                      
71: R57         Property Plant and Equipment - Additional           HTML     54K 
                Information (Detail)                                             
72: R58         Other Long-Term Liabilities - Schedule of Other     HTML     42K 
                Long-term Liabilities (Detail)                                   
73: R59         Customer Deposits - Additional Information          HTML     30K 
                (Detail)                                                         
74: R60         Convertible and Long-Term Debt Obligations -        HTML    188K 
                Summary of Debt (Detail)                                         
75: R61         Convertible and Long-Term Debt Obligations -        HTML     34K 
                Summary of Debt (Parenthetical) (Detail)                         
76: R62         Convertible and Long-Term Debt Obligations -        HTML     89K 
                2.375% Convertible Senior Notes due in 2022, Bond                
                Hedges and Warrant Transactions - Additional                     
                Information (Detail)                                             
77: R63         Convertible and Long-term Debt Obligations - Term   HTML     44K 
                Loan - Additional Information (Detail)                           
78: R64         Convertible and Long-term Debt Obligations - Solar  HTML     50K 
                Renewable Energy Credit Loan Facilities -                        
                Additional Information (Detail)                                  
79: R65         Convertible and Long-term Debt Obligations - Solar  HTML     42K 
                Loan-backed Notes - Additional Information                       
                (Detail)                                                         
80: R66         Convertible and Long-term Debt Obligations -        HTML     41K 
                Schedule of Aggregate Amount of Interest Expense                 
                Recognized (Detail)                                              
81: R67         Common Stock - Additional Information (Detail)      HTML     37K 
82: R68         Equity Incentive Plans - Additional Information     HTML     94K 
                (Detail)                                                         
83: R69         Equity Incentive Plans - Summary of Stock-Based     HTML     39K 
                Compensation Expense (Detail)                                    
84: R70         Commitments and Contingencies - Additional          HTML     63K 
                Information (Detail)                                             
85: R71         VIE Arrangements - Additional Information (Detail)  HTML     35K 
86: R72         VIE Arrangements - Carrying Values of Assets and    HTML     96K 
                Liabilities of Subsidiary in Consolidated Balance                
                Sheets (Detail)                                                  
87: R73         Related Party Balances - Summary of Related Party   HTML     37K 
                Transactions (Detail)                                            
88: R74         Related Party Transactions - Additional             HTML     62K 
                Information (Detail)                                             
89: R75         Segment Reporting and Information about Geographic  HTML     30K 
                Areas - Additional Information (Detail)                          
90: R76         Segment Reporting and Information about Geographic  HTML     38K 
                Areas - Schedule of Total Revenues and Gross                     
                Margin by Reportable Segment (Detail)                            
91: R77         Segment Reporting and Information about Geographic  HTML     40K 
                Areas - Schedule of Revenues by Geographic Area                  
                (Detail)                                                         
92: R78         Segment Reporting and Information about Geographic  HTML     35K 
                Areas - Schedule of Long-Lived Assets by                         
                Geographic Area (Detail)                                         
94: XML         IDEA XML File -- Filing Summary                      XML    176K 
93: EXCEL       IDEA Workbook of Financial Reports                  XLSX    101K 
 9: EX-101.INS  XBRL Instance -- tsla-20170331                       XML   4.13M 
11: EX-101.CAL  XBRL Calculations -- tsla-20170331_cal               XML    246K 
12: EX-101.DEF  XBRL Definitions -- tsla-20170331_def                XML    812K 
13: EX-101.LAB  XBRL Labels -- tsla-20170331_lab                     XML   1.46M 
14: EX-101.PRE  XBRL Presentations -- tsla-20170331_pre              XML   1.15M 
10: EX-101.SCH  XBRL Schema -- tsla-20170331                         XSD    255K 
95: ZIP         XBRL Zipped Folder -- 0001564590-17-009968-xbrl      Zip    222K 


‘EX-10.7’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.7

 

February 20, 2017

 

Deepak Ahuja

 

Dear Deepak:

 

Tesla, Inc. (“Tesla” or the “Company”) is pleased to offer you the exempt, salaried position of Chief Financial Officer (CFO) on the terms set forth below.  As CFO you will perform the duties customarily associated with this position. You will report to Elon Musk, Chief Executive Officer. Your duties, responsibilities, job title, and work location may be changed at any time by Tesla.

 

Your annualized salary will be $500,000 per year, subject to standard payroll deductions and withholdings. As an exempt employee, you will not be entitled to overtime.  You will be eligible for vacation and sick leave according to Tesla's standard policy.  Subject to the rules of the applicable plan documents, you will also be eligible to receive other benefits Tesla may provide to its employees (e.g., health and dental insurance coverage) beginning on your date of hire.  Tesla may consider you for bonuses, although the amount of such bonuses, if any, and the criteria for determining the award of such bonuses, if any, shall be in the sole discretion of Tesla.  Of course, Tesla reserves the right to modify your compensation and benefits from time to time, as it deems necessary.

 

Tesla, Inc. offers a competitive benefits package described below:

 

Shares:  Should you decide to accept the position we will recommend to Tesla’s Board of Directors, or committee thereof, that the company grant you an equity award of $15,000,000 of which 25% will be in the form of Stock Options and the rest in the form of Restricted Stock Units (“RSUs”), which you will only receive at the time of vesting, as described below.  This value is determined based on our standard equity granting policies.  The actual number of RSUs and Stock Options that you receive will depend on the value of our stock at or around the time your grant is approved, as determined by Tesla’s Compensation Committee.  Please note that for purposes of this allocation, one (1) Stock Option is equivalent to three (3) Stock Option Shares (“SOSs”).  This award shall be subject to the terms and conditions of Tesla's 2010 Equity Incentive Plan and your Award Agreement, including vesting requirements.  

 

Specifically, the RSUs shall vest over a period of four years as follows: twenty-five percent (25%) of the award shall vest on the first anniversary and six and twenty-five hundredths percent (6.25%) shall vest quarterly thereafter for the following twelve quarters on the date vesting begins, (such date to be indicated in your Award Agreement), subject to your continuing eligibility through the applicable vesting dates. No RSUs shall vest other than on the first anniversary and twelve subsequent quarterly vest dates, and no right to any vesting shall be earned or accrued prior to such date.  

 

In contrast, with respect to Stock Options, twenty-five percent (25%) of the SOSs, subject to the Stock Option, shall vest on the first anniversary and the remaining SOSs shall vest monthly over the next thirty-six (36) months in equal monthly amounts subject to your continuing eligibility through applicable vesting dates.  No SOSs shall vest other than on the first anniversary and thirty-six subsequent monthly vest dates and no rights to any vesting shall be earned or accrued prior to such date.  

 


 

 

Please be aware that Tesla makes no representation about the future value of the equity award granted herein, and you should be aware that the value of this award will fluctuate in the future.  Finally, the receipt of this award is subject to your signing the appropriate  Award Agreement through the E*Trade portal.

 

401K Program: You will be eligible to participate in Tesla’s 401K program after your first pay check. Our 401K program is administered by Fidelity Investments.

 

Vacation Program: Regular full-time employees and part-time employees who work 20 hours per week are eligible for PTO immediately and accrue PTO at 1.25 days per month (for a total of 15 days per calendar year).

 

The Company is excited about your joining and looks forward to a beneficial and fruitful relationship.  Nevertheless, you should be aware that your employment with the Company is for no specified period and constitutes at-will employment.  As a result, you are free to resign at any time, for any reason or for no reason, with or without notice.  Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.

 

We ask that, if you have not already done so, you disclose to Tesla any and all agreements relating to your prior employment that may affect your eligibility to be employed by Tesla or limit the manner in which you may be employed.  It is Tesla’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.  We want to emphasize that we do not wish you to bring any confidential or proprietary materials of any former employer which would violate any obligations you may have to your former employer.  You agree not to make any unauthorized disclosure to Tesla or use on behalf of Tesla any confidential information belonging to any of your former employers (except in accordance with agreements between Tesla and any such former employer).  You also warrant that you do not possess any property containing a third party's confidential and proprietary information.  Of course, during your employment with Tesla, you may make use of information generally known and used by persons with training and experience comparable to your own, and information which is common knowledge in the industry or is otherwise legally available in the public domain. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which Tesla is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to Tesla.

 

As a Tesla employee, you will be expected to abide by all Tesla policies and procedures, and, as a condition of your employment, you will sign and comply with Tesla's standard confidentiality agreement which prohibits unauthorized use or disclosure of Tesla confidential information or the confidential information of Tesla's clients.

 

 


 

In addition, to ensure the rapid and economical resolution of disputes that may arise in connection with your employment with Tesla, you and Tesla agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to your employment, or the termination of your employment, will be resolved, to the fullest extent permitted by law by final, binding and confidential arbitration in your city and state of employment conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successors, under the then current rules of JAMS for employment disputes; provided that:  

 

 

a.

Any claim, dispute, or cause of action must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; and

 

b.

The arbitrator shall have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and

 

c.

The arbitrator shall not have the authority to consolidate the claims of other employees and shall not have the authority to fashion a proceeding as a class or collective action or to award relief to a group or class of employees in one arbitration proceeding; and

 

d.

The arbitrator shall issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award; and

 

e.

Both you and Tesla shall be entitled to all rights and remedies that you or Tesla would be entitled to pursue in a court of law; and

 

f.

Tesla shall pay all fees in excess of those which would be required if the dispute was decided in a court of law.

Nothing in this agreement is intended to prevent either you or Tesla from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  Notwithstanding the foregoing, you and Tesla each have the right to resolve any issue or dispute arising under the Proprietary Information and Inventions Agreement by Court action instead of arbitration.

Arbitrable claims do not include, and this Agreement does not apply to or otherwise restrict, administrative claims you may bring before any government agency where, as a matter of law, the parties may not restrict your ability to file such claims (including discrimination and/or retaliation claims filed with the Equal Employment Opportunity Commission and unfair labor practice charges filed with the National Labor Relations Board). Otherwise, it is agreed that arbitration shall be the exclusive remedy for administrative claims.

 

You acknowledge and agree that: (i) in the course of your employment by the Company, it will be necessary for you to create, use, or have access to (A) technical, business, or customer information, materials, or data relating to the Company’s present or planned business that has not been released to the public with the Company’s authorization, including, but not limited to, confidential information, materials, or proprietary data belonging to the Company or relating to the Company’s affairs (collectively, “Confidential Information”) and (B) information and materials that concern the Company’s business that come into the Company’s possession by reason of employment with the Company (collectively, “Business Related Information”); (ii) all Confidential Information and Business Related Information are the property of the Company; (iii) the use, misappropriation, or disclosure of any Confidential Information or Business Related Information

 


 

would constitute a breach of trust and could cause serious and irreparable injury to the Company; and (iv) it is essential to the protection of the Company’s goodwill and maintenance of the Company’s competitive position that all Confidential Information and Business Related Information be kept confidential and that you do not disclose any Confidential Information or Business Related Information to others or use Confidential Information or Business Related Information to your own advantage or the advantage of others.

 

In recognition of the acknowledgment  above, you agree that until the Confidential Information and/or Business Related Information becomes publicly available (other than through a breach by you), you shall: (i) hold and safeguard all Confidential Information and Business Related Information in trust for the Company; (ii) not appropriate or disclose or make available to anyone for use outside of the Company’s organization at any time any Confidential Information and Business Related Information, whether or not developed by you; (iii) keep in strictest confidence any Confidential Information or Business Related Information; (iv) not disclose or divulge, or allow to be disclosed or divulged by any person within your control, to any person, firm, or corporation, or use directly or indirectly, for your own benefit or the benefit of others, any Confidential Information or Business Related Information; and (v) upon the termination of your employment, return all Confidential Information and Business Records and not make or retain any copies or exacts thereof.

 

If you accept our offer, your first day of employment as a Transition Employee will be February 22nd 2017, and your first day of employment as CFO will be March 2nd, 2017. This letter agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and Tesla with respect to the terms and conditions of your employment, and it supersedes any other agreements or promises made to you by anyone, whether oral or written. This Agreement cannot be changed, amended, or modified except in a written agreement signed by an officer of Tesla. This letter agreement shall be construed and interpreted in accordance with the laws of the State of California.

 

As required by immigration law, this offer of employment is conditioned upon satisfactory proof of your right to work in the United States.  

 

This offer of employment is contingent upon the successful completion of your reference and background checks.

 

If you choose to accept our offer under the terms described above, please indicate your acceptance, by signing below and returning it to me by February 21st, 2017 after which date this offer will expire.

 

 


 

We look forward to your favorable reply and to a productive and enjoyable work relationship.

 

 

Very truly yours,

 

Tesla, Inc.

 

 

 

 

 

 

Elon Musk

 

 

 

 

Chairman of the Board and CEO

 

 

 

 

 

Accepted by:

 

/s/ Deepak Ahuja

 

Date:

February 21, 2017

 

 

 

 

 

 

Start Date:

 

February 22nd 2017

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed as of:5/10/174
Filed on:5/9/17
For Period end:3/31/17
2/21/178-K
2/20/17
 List all Filings 


6 Subsequent Filings that Reference this Filing

  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
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