Equity 101: Your Tesla

Employee Stock
Purchase Plan
For Employees Outside the U.S.

NOT ALL PRODUCTS AVAILABLE IN ALL COUNTRIES OR JURISDICTIONS.

Morgan Stanley, E*TRADE and Tesla have teamed up to help you make the most of
your equity compensation.

Your primary source for information related to your equity awards. Support includes
training sessions and a dedicated stock administration team to address your questions.

Your primary source for financial education.

The intuitive, easy-to-use, online equity management platform which allows you to view,
accept and transact on your equity awards.

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This session is for informational purposes only. You are encouraged to review your award agreement
for the details of your specific awards.
Neither Morgan Stanley, E*TRADE, nor your Company nor any of their affiliates or subsidiaries
provide tax or legal advice.
You should consult your tax and legal advisors to understand your personal situation.
Your Company, E*TRADE, nor Morgan Stanley cannot provide such advice to you.

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Agenda

1. Your Employee Stock Purchase Plan (ESPP)

2. Your E*TRADE Account - How to enroll, activate

and navigate your account.

3. Final Thoughts and Resources for You

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Employee Stock Purchase
Plan (ESPP)
What is an Employee Stock Purchase Plan (ESPP)?

An ESPP is a benefit that will allow employees

to participate in Tesla’s ownership.1

Through payroll deductions, employees will be able

to purchase company stock at a discount. 2

Participation is optional.

1. All references to tax rules are the rules applicable to US employees; different rules apply to non-US employees.
2. Discount is applied to the lesser of the fair market value on the offering date or the purchase date.
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Who Qualifies to Participate in the ESPP?

All eligible employees can participate in the ESPP

by contributing up 1-15 % of their eligible
compensation to ESPP share purchases.

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How an ESPP works - EXAMPLE

Your ESPP offers two periods when contributions are collected, and shares are
purchased.
Purchase Period Purchase Period Purchase Period
Enrollment Window Offering Date Purchase Date

Start of the Purchase End of the Purchase Period and

Window for your first
Period. date shares are purchased.
election or any changes in
your election for the
upcoming Purchase Period Payroll contributions for At the end of the six-month
must be made in your ESPP share purchases start. Purchase Period, your
E*TRADE account. accumulated payroll contributions
are used to purchase company
shares.

Hypothetical Example – For Illustrative Purposes Only 8

Your Plan Summary

Your employee stock purchase plan is structured as follows:

Enrollment
August & February
Windows

Contribution 1–15% of eligible compensation

Offering Dates September 1 & March 1

Purchase Dates February 29 & August 31

85% of the lesser of the stock price on the grant date and the
Purchase Price
stock price on the purchase date

Purchase limits IRS limit of $25,000 grant date share value

This information has been provided by Tesla, who is responsible for its accuracy.

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ESPP Timeline Breakdown - EXAMPLE

Enrollment Offering Purchase

Window Date Date
FEB 1 – FEB 28 MARCH 1 - AUG 31 AUG 31, 2023

WE ARE HERE

Enrollment Offering Purchase

Purchase Period Window Date Date
(6 months) AUG 1 – AUG 31 SEP 1 – FEB 29 FEB 29, 2024
After 6 months, your accumulated
contributions are used to
purchase shares.

Purchase Period
(6 months)
After 6 months, your accumulated
contributions are used to
purchase shares.
Hypothetical Example – For Illustrative Purposes Only
DATES SUBJECT TO CHANGE 10
ESPP Share Purchases
With Lookback – EXAMPLE

Total contributions for Purchase

Purchase Period Purchase Period Period = $2,500

Offering Date Purchase Date Purchase Price = $85.85/share
FMV: $101/share FMV: $105/share ($101 x 85%)

Shares purchased = 29.12

PURCHASE PERIOD
($2,500/$85.85)

Hypothetical Example – For Illustrative Purposes Only 11

What’s a Lookback? EXAMPLE
The Lookback feature bases your purchase price on the Fair Market Value (FMV) of the shares on either the purchase date or
offering date, whichever is lower. The Lookback feature spans the full Offering Period, which is semi-annual.

Purchase Period Purchase Period Purchase Period Purchase Period

Offering Date Purchase Date Offering Date Purchase Date
SEPTEMBER 1 FEBRUARY 29 SEPTEMBER 1 FEBRUARY 29
FMV: $101/share FMV: $105/share FMV: $106/share FMV: $103/share

Thanks to the Lookback feature, the purchase The purchase price for this Purchase Period is the
price for this Purchase Period is the Offering Purchase Date FMV of $103/share, since it is lower
Date FMV of $101/share, since it is lower than than Offering Date FMV of $106/share. The Lookback
the Purchase Date FMV of $105/share. feature does not come into play.

85% x $101 = $85.85/share 85% x $103 = $87.55/share

Hypothetical Example – For Illustrative Purposes Only

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ESPP Contribution Changes

Once the purchase period has begun,

you may be able to modify your
contribution amount.
Increase Not Allowed
Decrease Once during each offering period.
Suspend Once during each offering period and no re-enrollment until
next offering period.
Withdraw Once during each offering or purchase period.
Your company may impose a withdrawal deadline prior to
the purchase. For Tesla participants, you may withdraw up
to the last day of the period.

If your employment terminates for any reason, you will be

withdrawn from the program and no purchase will occur.
After withdrawal, you will receive a refund of your
contributions without interest but not subject to further
taxation.
This information has been provided by Tesla, who is responsible for its accuracy. 13
Shares Received From ESPP Purchases

Shares acquired through your ESPP are similar

to shares purchased on the open market.

After purchase, the shares are fully owned by you.

When you are ready to sell, you may sell them—similar to any
other share of stock.

Keep in mind, you must comply with your company’s blackout

and insider trading policies.

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What Happens if I Stop Working for Tesla after Previous Share Purchases?

• You retain the shares you have already purchased (found and
managed in your E*TRADE account)

• You may not transfer the shares out of your E*TRADE account
until after more than two years from the Purchase Period
Offering Date and one year from the Purchase Date, although
you may sell the shares during that period.

• If, after that time (more than two years from the Purchase
Period Offering Date and one year from the Purchase Date),
you wish to transfer your shares to another broker, then you
must report to the Company any dispositions of your shares –
even if such dispositions occur after you leave the company.

• Any contributions for shares not yet purchased will be refunded

to you via payroll as soon as administratively possible.
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E*TRADE Platform
Navigation
Enrollment Process

1 2 3
Log in to your E*TRADE You can elect to Unless changed by you, enrollment
account to elect or adjust your contribute 1–15% will roll over to each purchase period.
contribution percentage for of your eligible New hires or currently unenrolled
payroll deductions. compensation. employees will be eligible to enroll prior
to any new purchase periods.

This information has been provided by Tesla, who is responsible for its accuracy.

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Enrolling in Your ESPP
Steps to Enroll

To enroll:
• Determine enrollment amount
• Enroll using etrade.com/enroll or My Account section of your stock plan account
• Activate an E*TRADE Securities stock plan account if you don’t have one already

After you enroll:

• Payroll deductions will start after the offering period begins
• Stock will be purchased on your behalf on the purchase date

Other important considerations:

• Once the offering period begins, you should see your contributions reflected on your
pay statement
• Your shares will be deposited into your E*TRADE Securities stock plan account as
soon as possible after the purchase date

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 Get Started by Logging on to Your Account or Navigate to etrade.com/enroll

If you do not have an E*TRADE

Securities stock plan account, you will be
prompted to enter:
• Company ticker symbol (TSLA)
• Your Employee ID (Tesla UPI)
• Your Social Security number or
employee ID

If you do have an E*TRADE Securities

stock plan account, log on using your
existing credentials:

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Enrolling in Your ESPP

Challenge Question Enroll/Change Enrollment

Choose a challenge question from a Click to initially enroll or change your enrollment amount.
predetermined list of questions. The answer You can change the amount until the enrollment period
that you provide will be used to verify your expires.
identity if you want to change your enrollment
amount later.
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Indicate Your Selections

You can set your contribution

amount, suspend contributions, or
withdraw from the plan, as
applicable.

Review your plan documents by

clicking the link(s).

Agreement
Once you review your plan
documents, submit your changes by
clicking the Continue button.

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Finalize Your Enrollment

Preview Confirmation
Review your ESPP contributions. If you agree You will receive confirmation that you have
with the contribution, click Continue. successfully changed your enrollment.

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Activate Your New
E*TRADE Securities
Stock Plan Account
Activation Email

You will receive an email from E*TRADE

Securities to activate your account. This
email will contain information you need for
activation.

Link to the activation site

Your authentication code

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Activate Your Account

Enter your employer’s stock

ticker symbol (TSLA)

Enter your Employee ID

(Tesla UPI)

Enter the Authentication Code

provided to you

Click “Continue” to go to next

page

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Account Preferences

Personal Information: As you activate your account, feel free to edit your home address or email
address as necessary.

Residency and Citizenship: Indicate where you live and your citizenship in order to determine the
appropriate tax status of the account.

You will be asked to create a user ID and password to access your account
on etrade.com and on the mobile app. A user ID will not be assigned to
you. If you forget your user ID or password, you will need to contact
User ID and Password: E*TRADE Securities or use etrade.com to recover. If you have an
E*TRADE stock plan account from a previous employer, you can link them
using the same user ID and password.

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Confirm and Submit

Before you submit information to activate your account, check that everything is accurate.

Once you have reviewed everything, submit your application so that we can process the activation.
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Confirmation
+ 1 650-599-0125

Confirmation
You will be given an account number. Your next step is to log on to your account using the “Log On Now” button.

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Log on at etrade.com

Sign into your new E*TRADE account

If you forget your user ID or
by going to etrade.com. Enter your
password, click here or call E*TRADE
user ID and password.
to reset.
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W-8BEN Certification

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Certifying Your Account

It is very important to certify

your W-8 BEN status before
you place an order in your
account.

Online Certification
You can submit your W-8BEN online. If certification is
required, when you log on, a certification page will appear.
For illustration only. Not a recommendation.
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Certifying Your Account

Answer the questions

You will be prompted to answer questions about your
residency status.
For illustration only. Not a recommendation.
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Certifying Your Account

Continue answering questions

Answer all of the questions when prompted.
For illustration only. Not a recommendation.
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Certifying Your Account

Continue answering questions

Answer all of the questions when prompted.
For illustration only. Not a recommendation.
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Certifying Your Account

Prepare to e-sign your form

For illustration only. Not a recommendation.
Review the instructions to submit your electronic signature.
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Certifying Your Account

E-sign your form

Enter your etrade.com password to e-sign your form.
For illustration only. Not a recommendation.
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Verifying Your Account Tax Status

It is very important to certify

your W-8 BEN status before you
place an order in your account.

Account Preferences
Verify your tax certification status under “Account Preferences.”
For illustration only. Not a recommendation.
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 Checking Your Account Status

It is very important to certify

your W-8 BEN status before you
place an order in your account.

Account Tax Status

If your account is not certified, the word
“Uncertified” will appear here.

For illustration only. Not a recommendation.

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Certifying Your Account

Download PDF
Click here to download a PDF of the W-8BEN form
with instructions.
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Form W-8BEN

Paper Form
Follow the instructions for submitting
the form or use “Secure Upload”
found in the Documents section on
etrade.com.

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Manage Your Account
View Your Accounts
When you log on to your account, you will “land” on the Complete View page. This page shows all of your E*TRADE
Securities accounts associated with your user ID.

Stock Plan
This section of the account is where your company stock and awards will go.

For illustration only. Not a recommendation.

Managing Your Personal Information
In order to keep your personal information on your account up-to-date, you can change your information on etrade.com.
Click on the icon on the top right-hand corner of the page to access “My profile,” “Account Preferences,” and “Security &
Passwords”:

For illustration only. Not a recommendation.

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Managing Your Personal Information
Personal Information
Use the Personal Information tab to
update email address and mailing
address

Account Preferences [email protected]

Use the Account Preferences tab to
update:
• Email preferences
• Personal information
• Account tax certification

Security Settings
Use the Security Settings tab to update:
• User ID and password
• Security questions
• Two factor authentication

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View Your Account
and Your Holdings
Accessing Your Stock Plan Account
The Stock Plan Tab
Provides access to your Stock Plan account and current information about
your Stock Plan benefits and shares.

For illustration only. Not a recommendation.

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Overview
My Stock Plan
On the My Stock Plan
pages, you can easily
access all facets of your
stock plan account.

Review Your Action

Items
See important items that
require your attention.

For illustration only. Not a recommendation.

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Overview
My Stock Plan (cont.)
On the My Stock Plan pages, you can
easily access all facets of your stock plan
account.

Scheduled Upcoming Events

Dates for important actions that may
impact your account.
Holdings

Holdings
Here you will find information on the quantity and value of awards that
have been deposited to your account.
For illustration only. Not a recommendation.
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Holdings
View By Type or
Status
Displays the same
information organized
differently.

Stock Plan Benefits

Your stock plan benefits
can be found here.

Details
You can drill down on
individual benefits to
see specific details.

Other Holdings
Cash in your account, if
applicable, will be
reflected in Other
Holdings. For illustration only. Not a
recommendation.

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Make Plan Elections
 Plan Elections

Plan Elections
As allowed by your company plan, make plan
elections at Stock Plan > My Account.
For illustration only. Not a recommendation.
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ESPP Enrollment Overview

Updating Your Enrollment Making Changes

Under Plan Elections you will find the ESPP Enrollment You can set your contribution amount, make other changes as
section. Click the action button to make changes as allowed by your company plan and review your plan
allowed by your company plan. documents.
Once you review your plan documents, submit your changes
For illustration only. Not a recommendation.
by clicking the Continue button
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Place an Order
Placing Orders

You can place an order online in a few easy steps.

INSIDER TRADING POLICY BLACKOUTS

Read your company’s trading policy Be aware that under certain
and check with internal resources prior circumstances you may be restricted
to placing an order. from selling shares or exercising
options.

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Sell Shares

Sell
Sell shares from your Stock Plan account by selecting
Sell under Stock Plan.
Create an Order
Select what type of order you would like to place.

For illustration only. Not a recommendation.

Choose Your Shares

Choose Shares to Sell

Tell us which shares and what quantity
you want to sell.

For illustration only. Not a recommendation.

Choose Disbursement Method

Choose Your Disbursement Wire Instructions

Method If you opt to receive a wire, you will need
Tell us how you want to receive to give E*TRADE your bank’s wire
your proceeds. instructions.

For illustration only. Not a recommendation.

Enter Wire Instructions

Verifying Your Identity

We may ask for some information to verify
your identity.
Enter Wire Instructions

Verifying Your Identity

We may ask for some information to verify
your identity.
Enter Wire Instructions
Enter Wire Instructions
Preview Your Order

Preview Your Order

Click Preview Order and confirm it on the next page.

For illustration only. Not a recommendation.

Review and Place Your Trade

Review Your Order

Verify that your order is correct.

Delete or Change Your Order

You can modify or delete your order.

Place Your Order

Click Place Order to submit your trade
request.

For illustration only. Not a recommendation.

Final Thoughts and
Resources for You

2311071.1
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Alerts
Alerts can communicate important account related information. Alerts are sent to the email in your account profile

Access Your Alerts Read Your Alerts

You can access your Alerts on etrade.com here. Click the details link to read your Alerts.

For illustration only. Not a recommendation.

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Stock Plan Education

The Knowledge Tab

Navigate to Stock Plan > Knowledge to find a variety
of educational resources including the following:
• Videos
• Stock plan basics
• Calculators
• “How-to” guides

For illustration only. Not a recommendation.

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How to Contact Us

E*TRADE Securities Customer

Service Resources
To access the Customer Service page,
click on the Customer Service link on
the top right-hand corner of every
page on etrade.com.

For illustration only. Not a recommendation.

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Contacting E*TRADE Securities Customer Service

How to Contact E*TRADE Securities Customer Service
To contact E*TRADE Securities, you can:
• Call us
• Live chat
• Send us a Secure Message

E*TRADE Securities Customer Service Phone Numbers

E*TRADE Securities has several customer service resources available to you, including:

Questions about your stock plan?

Find your local number: www.etrade.com/contact

• Activating your account

• W8-BEN certification
• Navigating the Stock Plan section of etrade.com
• Disbursing cash

If you are in any other country, or if you have issues calling from outside the US/Canada,
you may place an international call to our US number:
+1 650 599 0125 (toll charges may apply)

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International Toll-Free Numbers

Click on “Customer Service” then “Contact us”

A toll-free number may be available in your country.
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Questions?

QUESTIONS ABOUT THE ESPP?

Email: [email protected]

QUESTIONS ABOUT YOUR E*TRADE ACCOUNT?

Find Your Local Number: www.etrade.com/contact

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Disclosures
NOT ALL PRODUCTS AND SERVICES ARE AVAILABLE IN ALL JURISDICTIONS OR COUNTRIES.

Content and services available to non-US participants may be different than those available to US participants.
This is not an offer to sell or a solicitation of an offer to buy securities, products or services, by any person or entity in any jurisdiction or country where such distribution or use would be
contrary to law or regulation.

This presentation contains proprietary information and may not be reproduced or redistributed without E*TRADE Securities LLC’s written permission.
Employee stock plan solutions are part of the Morgan Stanley at Work solutions and are offered by E*TRADE Financial Corporate Services, Inc.

In connection with stock plan solutions offered by E*TRADE Financial Corporate Services, Inc., E*TRADE Securities LLC provides brokerage services to stock plan participants.

All are separate but affiliated subsidiaries of Morgan Stanley.

Securities products and services offered by E*TRADE Securities LLC, Member SIPC.

Morgan Stanley Smith Barney LLC, its affiliates and its personnel do not provide tax or legal advice. You should consult your own tax advisor for matters involving taxation and tax planning
and your attorney for matters involving trust and estate planning and other legal matters.

This material is provided for informational purposes only and is not intended as an offer or solicitation with respect to the purchase or sale of any security or other financial instrument or to
participate in any trading strategy. This material does not provide individually tailored investment advice. It has been prepared without regard to the individual financial circumstances and
objectives of persons who receive it. Some examples and scenarios may not apply to your specific equity compensation program. Consult your company plan documents for specifics.
Equity securities may fluctuate in response to news on companies, industries, market conditions and general economic environment. Companies paying dividends can reduce or stop
payouts at any time.
The information provided within is general in nature and is not intended to, nor does it, replace product documentation, manuals and other related materials.

©2022 E*TRADE From Morgan Stanley. All Rights Reserved. E*TRADE Copyright Policy.

© 2022 Morgan Stanley Smith Barney LLC. Member SIPC.

INTL (08/23)

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