5.1Rent Adjustment Provisions

Adjustment to Annual Benefit. The Committee may, in its sole discretion, provide in a Unit Award Agreement that the Annual Benefit is subject to the adjustment provided in this [Section 6.2]. Unless expressly provided in a Unit Award Agreement, the adjustment described in this [Section 6.2] does not apply.

Target Annual Bonus Adjustment. The parties agree that the reference to “fifty percent (50%)” in [Section 3(b)] of the Employment Agreement is hereby deleted and replaced with “one hundred percent (100%) (or such greater percentage as may be approved by the Governing Authority from time to time).”

Entitlement to Annual Benefit. The Annual Benefit shall be payable with respect to a Unit Award under any of the following circumstances:

Annual Benefit. “Annual Benefit” means a retirement benefit under the Plan which is payable annually in the form of a straight life annuity. A benefit which is payable in a form other than a straight life annuity must be adjusted to an actuarially equivalent straight life annuity before applying the limitations of this Article. In the case of a “GATT Benefit” (which for this purpose is any benefit unless it is paid in the form of a non‑decreasing annuity payable over a period not less than the life of the Participant) or a “Non‑GATT Benefit” (which for this purpose is any benefit other than a GATT Benefit), the actuarial equivalent straight life annuity commencing as of the benefit commencement date of such GATT Benefit or Non‑GATT Benefit is the greater of # the equivalent annual life annuity determined by using the interest rate and mortality table in Section 2.02 in Part I of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part I of the Plan), or Section 2.02 in Part II of the Plan (the definition of the term “Actuarial Equivalent” for the purposes of Part II of the Plan); and # the equivalent annual life annuity determined by using the combination of # a 5% interest rate in the case of a Non‑GATT Benefit or the Code [Section 417] Interest Rate in the case of a GATT Benefit; and # the Code [Section 417] Mortality Table. The portion of the actuarial equivalent straight life annuity attributable to the GATT Benefit is the “GATT Percentage,” and the portion of the actuarial equivalent straight life annuity attributable to the Non‑GATT Benefit is the “Non‑GATT Percentage.” The Annual Benefit does not include any benefits attributable to Employee contributions or rollover contributions, or the assets transferred from a qualified plan that was not maintained by the Employer. No actuarial adjustment to the benefit is required for # the value of a Qualified Joint and Survivor Annuity, # the value of benefits that are not directly related to retirement benefits (such as the qualified disability benefit, pre‑retirement death benefits, and post‑retirement medical benefits), and # the value of post‑retirement cost‑of‑living increases made in accordance with Code [Section 415(d)] and Treasury Regulation Section 1.415(c)(2)(iii).

Entitlement to Annual Benefit. The Annual Benefit shall be payable with respect to a Unit Award under any of the following circumstances:

Cost-of-Living Adjustment to Annual Benefit. This [Section 3.1(d)] shall apply only to a Participant whose Annual Benefit has been frozen as of October 1, 2019. Effective each July 1 (starting July 1, 2020, and ending on the July 1 on or immediately preceding the date of the Participant’s Retirement), the Annual Benefit of each such Participant as determined under [Section 3.1(a) or 3.1(b)])] above as of October 1, 2019 (and as increased, if applicable, pursuant to the final paragraph of [Section 3.1(c)] above as of each such July 1), shall be increased by a percentage equal to 1/2 of the first 5 percentage point increase in the average consumer price index

Adjustment to Annual Benefit. The Committee may, in its sole discretion, provide in a Unit Award Agreement that the Annual Benefit is subject to the adjustment provided in this [Section 6.2]. Unless expressly provided in a Unit Award Agreement, the adjustment described in this [Section 6.2] does not apply.

At the beginning of each calendar year during the Pricing Term (as applicable, the “New Year”), the Parties shall adjust the Unit Price for the entire New Year as set forth in Section ‎2)b) below based on Seller’s production forecast for ‘18650’ lithium-ion battery cells in Japan for such New Year. This production forecast shall include ​ (the “[***] Forecast”), and ​ (the “[***] Forecast”) (collectively, the ​ Forecast and ​ Forecast are referred to herein as the “Production Forecast”). The Production Forecast shall include ​. Seller shall deliver the Production Forecast to Tesla ​. The quantities in the Production Forecast may ​.

Projected Annual Benefit. “Projected Annual Benefit” means the Annual Benefit, as defined in [Section 4.05(b)] of this Part [[Identifier]], to which the Participant would be entitled under the terms of the Plan assuming: