TSLA 8-K: Smart Summary

On September 3, 2025, Tesla, Inc.'s Board of Directors approved an updated form of Indemnification Agreement and entered into the agreement with each of its directors and executive officers, providing indemnification and expense advancement to the fullest extent permitted under Texas law, along with continued coverage under the Company's directors' and officers' liability insurance policies.

• Indemnification Agreement — Tesla, Inc. (Texas corporation) and each of its directors and executive officers (Indemnitees); effective September 3, 2025; provides indemnification against all Expenses arising from Indemnifiable Events to the fullest extent permitted under Texas law; includes expense advancement within 30 business days of request; continues to apply after an Indemnitee ceases to serve in an indemnified capacity; supersedes prior indemnification agreements except as to indemnity rights preserved under Section 2(a); governed by Texas law with disputes brought exclusively in the Business Court in the Third Business Court Division of the State of Texas (or alternatively the U.S. District Court for the Western District of Texas, Austin Division, or state district court of Travis County, Texas); no specified expiration term

• Standard of Conduct Determination — If legally required under Texas law, determination of whether Indemnitee satisfied the applicable standard of conduct must be made by: (i) majority vote of disinterested and independent directors, (ii) majority vote of a committee of disinterested and independent directors, or (iii) special legal counsel selected by the Board; no such determination required when Indemnitee has been successful on the merits or otherwise
• Prohibition on Indemnification — No indemnification paid for: (i) judgments for accounting of profits from purchase or sale of Company securities under Section 16(b) of the Exchange Act or similar laws, (ii) amounts prohibited by law, or (iii) failure to satisfy the Standard of Conduct Determination
• Settlement Consent — Company not liable for amounts paid in settlement of any Proceeding effected without the Company's written consent (not to be unreasonably withheld); after a Change in Control (not approved by a majority of pre-Change-in-Control directors), Company is liable for settlement amounts if Independent Counsel has approved the settlement; Indemnitee must receive no less than 3 business days to consider any settlement offer
• Change in Control Triggers — A Change in Control occurs if: (i) any person becomes beneficial owner of 50% or more of total voting power; (ii) during any two consecutive years, continuing directors cease to constitute a majority of the Board; (iii) stockholders approve a merger or consolidation resulting in less than 80% continuity of voting power; or (iv) stockholders approve complete liquidation or sale of all or substantially all assets

• Expense Advances — Company must advance any and all Expenses incurred by Indemnitee within 30 business days of request; advances are unsecured and bear no interest; Indemnitee must repay only if a court of competent jurisdiction finally determines in a non-appealable judgment that Indemnitee is not entitled to indemnification
• Indemnification Payments — Company must pay indemnification as soon as practicable after written demand; full advancement must be provided within 30 days and full indemnification within 90 days of demand, after which Indemnitee may commence litigation to enforce rights
• Directors' and Officers' Liability Insurance — Company shall use reasonable efforts to obtain and maintain D&O insurance in reasonable amounts from established and reputable insurers; Indemnitee shall be a covered party to the maximum extent of coverage available for any director or officer
• No Duplication of Payments — Company is not liable to make any payment to the extent Indemnitee has already received payment under any insurance policy, Bylaw, or otherwise for the same indemnifiable amounts