Supplemental ZEV Credits Agreement

Exhibit 10.32B

Confidential Treatment Requested by Tesla Motors, Inc.

 

[Tesla Logo]		[Honda Logo]

Supplemental ▇▇▇ Credits Agreement

This Supplemental ▇▇▇ Credits Agreement (“Supplemental Agreement”) is made as of the 20th day of March 2009, between American Honda Motor Co., Inc., with its principal offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (“Honda”) and Tesla Motors, Inc., with its principal offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Tesla”) (Honda and Tesla are individually a “Party” and together the “Parties”).

BACKGROUND AND PURPOSE

 

1.

The Parties have entered into a ▇▇▇ Credits Agreement, dated 12 February 2009, as well as an Addendum to the ▇▇▇ Credits Agreement, dated 20 February 2009, (collectively, the “Agreement”) to transfer to Honda certain credits earned, or to be earned, by Tesla for the production and sale of model year 2009 Tesla zero emission vehicles. Unless otherwise specified herein, the terms defined in the Agreement shall have the same meaning in this Supplemental Agreement.

 

2.	The Parties have now agreed that Tesla will offer to transfer to Honda, on a non-exclusive basis, and Honda may purchase from Tesla, certain credits earned, or to be earned, by Tesla for the production and sale of model year 2008 Tesla zero emission vehicles.

 

3.

For the purposes of this Supplemental Agreement, “▇▇▇” means a zero emission vehicle as defined by 13 CCR Section 1962, Zero-Emission Vehicle Standards for 2005 through 2008 Model Year Passenger Cars, Light-Duty Trucks, and Medium-Duty Vehicles; and “▇▇▇▇▇ ▇▇▇” means any model year 2008 vehicle produced by Tesla in calendar year 2008 (i.e., with a manufacture date on or before December 31, 2008) that is capable of earning a Type II ▇▇▇ Credit.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Honda and Tesla agree as follows:

 

I.	▇▇▇ Credit Generation; Offer to Sell and Buy ▇▇▇ Credits.

 

A.

Tesla agrees to offer to sell and transfer to Honda, on a non-exclusive basis, certain ▇▇▇ Credits, including all associated rights and benefits, that Tesla earns from delivering for sale and/or placing into service Tesla ZEVs in California or any ▇▇▇ State during the period from January 1, 2008 and June 30, 2009, and Honda agrees that if it shall accept any such offer from Tesla, such credits shall be bought, sold, and transferred on the terms and conditions set forth in the Agreement, except as otherwise set forth in this Supplemental Agreement.

 

(i)

The provisions of paragraphs I.A and I.B and subparagraph I.C(2) of the Agreement shall not apply to the sale, purchase, or transfer of ▇▇▇ Credits under this Supplemental Agreement.

 

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Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

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Confidential Treatment Requested by Tesla Motors, Inc.

 

(ii)

The [***] ▇▇▇ Credit trigger set forth in paragraph II.A of Exhibit B to the Agreement shall include any ▇▇▇ Credits that Tesla offers to Honda and Honda agrees to purchase pursuant to this Supplemental Agreement, and the procedures set forth in the balance of sections II and III of Exhibit B to the Agreement shall also apply to the sale, purchase, and transfer of ▇▇▇ Credits under this Supplemental Agreement.

 

B.

In return for the transfer to Honda under this Supplemental Agreement of ▇▇▇ Credits Tesla earns and receives associated with the delivery and placement into service of a model year 2008 ▇▇▇▇▇ ▇▇▇ in California or a ▇▇▇ State, Honda will pay Tesla $[***] per ▇▇▇ Credit earned and received by Tesla for each ▇▇▇▇▇ ▇▇▇ sold or placed into service in California or a ▇▇▇ State.1

 

 

 

 

 

¹ It is the Parties’ understanding that for each model year 2008 ▇▇▇▇▇ ▇▇▇ delivered for sale and placed into service in California or a ▇▇▇ State, Tesla will earn [***] ▇▇▇ Credits per Roadster, and [***] ▇▇▇ Credits per vehicle for “Advanced Technology Demonstration” Roadsters.

 

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[***]

Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.