Form of Purchase Agreement



 Exhibit 10.8 

EXHIBIT A 

TESLA MOTORS, INC. 

2010 EMPLOYEE STOCK PURCHASE PLAN 

SUBSCRIPTION AGREEMENT 
  

			
	              Original Application
	  	Offering Date:
                                
	              Change in Payroll Deduction Rate
	  	
	              Change of Beneficiary(ies)
	  	

 1.        
                                        
hereby elects to participate in the Tesla Motors, Inc. 2010 Employee Stock Purchase Plan (the “Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.

 2.         I hereby authorize payroll deductions from each paycheck
in the amount of         % of my Compensation on each payday (from 0 to 15%) during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted and will be
rounded down to the nearest whole percent.) 
 3.         I understand
that such payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Plan. 

4.         I have received a copy of the complete Plan and its accompanying
prospectus. I understand that my participation in the Plan is in all respects subject to the terms of the Plan. 

5.         Shares of Common Stock purchased for me under the Plan should be
issued in the name(s) of                                  (Eligible Employee or
Eligible Employee and Spouse only). 
 6.         I understand that if I
dispose of any shares received by me pursuant to the Plan within two (2) years after the Offering Date (the first day of the Offering Period during which I purchased such shares) or one (1) year after the Exercise Date, I will be treated
for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for
the shares. I hereby agree to notify the Company in writing within thirty (30) days after the date of any disposition of my shares and I will make adequate provision for federal, state or other tax withholding obligations, if any, which
arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation 







 
the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two (2)-year and one (1)-year holding periods, I understand that I will be treated for federal income tax purposes as having
received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (a) the excess of the fair market value of the shares at the time of such
disposition over the purchase price which I paid for the shares, or (b) fifteen percent (15%) of the fair market value of the shares on the first trading day of the Offering Period. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain. 
 7.         I hereby agree
to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan. 

8.         In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Plan: 
  

							
	 NAME: (Please print)
	 		 		 	
				
	 _____________________________
	 		 		 	
	
(First)            (Middle)            
(Last)
	 		 		 	
				
	 _____________________________
	 		 		 	
	 Relationship
	 		 		 	
			
	
                             
                                         
                          
	 		 	
	 (Address)
	 		 		 	
				
	 Employee’s Social
	 		 		 	
	 Security Number:_______________________
	 		 		 	
				
	 Employee’s Address:
	 		 		 	
				
	 _____________________________
	 		 		 	
				
	 _____________________________
	 		 		 	

 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE
OFFERING PERIODS UNLESS TERMINATED BY ME. 
 Dated:___________________ 

					
			
	 _____________________________
	 		 	
	 Signature of Employee
	 		 	
			
	 _____________________________
	 		 	
	 Spouse’s Signature (If beneficiary other than spouse)