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Exhibit10.12
October 8, 2015
Jason Wheeler
Dear Jason:
Tesla Motors, 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 Motors, Inc. offers a competitive benefits package described below:
Equity Grant: Subject to the approval of the Compensation Committee of Tesla's Board of Directors and our
standard equity policies, you will receive an equity award with a value of $15 million in the form of stock options, 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 Shares 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, 1 Share is equivalent to 3.00 stock options. This award, which is made pursuant to
Tesla's 2010 Equity Incentive Plan, shall be subject to vesting conditions.
Specifically, the Shares shall vest over a period of four years: twenty-five percent (25%) of the award shall vest on
each of the first, second, third, and fourth anniversary of the date vesting begins (such date to be indicated in your
Award Agreement), subject to your continuing eligibility through the applicable vesting dates. In contrast, with respect
to stock options, twenty-five percent (25%) of the shares subject to the option shall vest 12 months after the date your
vesting begins and no shares shall vest before such date and no rights to any vesting shall be earned or accrued prior
to such date, and the remaining shares shall vest monthly over the next 36 months in equal monthly amounts subject
to your continuing eligibility. No Shares or stock options shall vest other than on