January 17, 2017

The Honorable Tony Thurmond The Honorable Bill Quirk
15?h District 20th District
State Capitol State Capitol

P. O. Box 942849 P. O. Box 942849
Sacramento. CA 94249-0115 Sacramento, CA 94249-0115
The Honorable Kansen Chu The Honorable Rob Bonta
25th District 18th District
State Capitol State Capitol

P. O. Box 942849 P. O. Box 942849
Sacramento, CA 94249-0115 Sacramento, CA 94249?01 15

The Honorable Ash Karla
27th District
State Capitol

P. O. Box 942849
Sacramento, CA 94249-0115

Dear 

Thank you for your letter dated January 10, 2017 seeking clarification about a confidentiality
acknowledgement (?Acknowledgement") that Tesla recently presented to its employees. To be clear, the
document that we presented to our employees is an acknowledgement and reaffirmation of existing
obligations that our employees have towards Tesla.

We asked our employees to sign the Acknowledgment because Tesla recently suffered a rash of
unauthorized leaks to the press and social media about product launches, specifications, and
improvements?information that is critical to Tesla?s continued growth and success. The improper
release of this information significantly damaged Tesla, and we therefore sought to remind our colleagues
of their existing confidentiality obligations to the company. Rather than ovenivhelm them with a
complicated legal document that is incomprehensible to lay people, we set out to use plain language,
writing in a brief, plain-spoken manner that is respectful of the legal rights of our employees and fully
compliant with State and Federal laws.

We were especially mindful of our employees? rights to engage in protected concerted activity and to raise
concerns to government agencies. So, we included key language to ensure that there was no confusion
as to where Tesla stood on this issue. The Acknowledgment states, Unless omen/vise allowed bylaw, . .
. you must not, for example, discuss confidential information with anyone outside of Tesla, take or post
photos or make video or audio recordings inside Tesla facilities, fonivard work emails outside of Tesla or
to a personal email account, or write about your work in any social media, blog, or book." (Emphasis
added). The rights of employees under the National Labor Relations Act and the California Labor Code
clearly fit the ?otherwise allowed by law? category.

The Acknowledgment also includes the following language: ?Of course, these obligations are not intended
to limit proper communications with government agencies.? While we encourage our employees to raise
their concerns internally so that we can correct any missteps, we fully support their rights to engage in
lawful, protected activity, including reporting to the government any concerns that they have.

Note that the Acknowledgment is clearly not intended to prohibit employees from discussing concerns
about wages or working conditions whether amongst themselves or with third parties. Indeed, the focus



of the Acknowledgement is on commercial, proprietary and trade secret information that might be
impermissibly leaked to third-party commercial actors, who do not have a legal right to this information.

Many Tesla employees are exposed to and trusted with highly sensitive information about future
products, improvements, and Tesla?s business affairs. As a publicly traded company, much of that
information is considered material, non-public information. Therefore, it is critical that we prevent
unauthorized leaks.

At Tesla, we strive for transparency and open communication with all of our employees. We believe that
it allows our employees to fully participate in Tesla?s mission to transition the world to sustainable energy.
This culture of trust is critical to enable all of our employees to take a proactive role within the company
and grow their careers to their full potential. To balance this openness, we reminded ourteam that much
of what we share is highly competitive and technical information not appropriate for sharing with third
parties, unless such sharing is in fact permitted by law.

Very truly yours,



2/


Todd Maron
General Counsel