Exhibit 10.7

Execution Version

SPACE EXPLORATION TECHNOLOGIES CORP.

CLASS B RESTRICTED STOCK AWARD AGREEMENT

Pursuant to this Class B Restricted Stock Award Agreement (this “Agreement”), Space

Exploration Technologies Corp. (the “Company”) hereby awards to Elon R. Musk

(“Participant”) 60,414,457 shares of Class B Common Stock (the “Restricted Shares”),

effective as of March 23, 2026 (the “Date of Grant”), subject to the vesting conditions set forth

herein (the “Award”). The Restricted Shares are granted outside of the Company’s 2024 Equity

Incentive Plan (as such may amended from time to time, the “Plan”), but shall be subject to

terms and conditions substantially identical to the terms and conditions set forth in the Plan as if

the Restricted Shares were a Restricted Stock Award granted under the Plan, except as

specifically set forth in this Agreement. Capitalized terms not explicitly defined in this

Agreement but defined in the Plan will have the same definitions as in the Plan.

1.SHARES OF CLASS B COMMON STOCK.

(a)The number of shares of Class B Common Stock subject to the Award

may be adjusted from time to time for Capitalization Adjustments as described in Section 9(a) of

the Plan. Additionally, and for clarity, the Company may take any action as provided under

Section 9 of the Plan (or any successor provision) in connection with a Corporate Transaction or

a Change in Control.

(b)Any additional shares of Class B Common Stock that become subject to

the Award pursuant to this Section 1 are subject, in a manner determined by the Board, to the

same vesting, forfeiture and transferability restrictions as applicable to the other shares of Class

B Common Stock covered by the Award.

(c)Notwithstanding the provisions of this Section 1, Participant will not

receive fractional shares of Class B Common Stock pursuant to this Section 1. The Board will, in

its discretion, determine an equivalent benefit for any fractional shares that might be created by

the adjustments referred to in this Section 1.

2.PERFORMANCE VESTING REQUIREMENTS. As detailed in the table

under Section 2(b) below, the Restricted Shares are divided into 12 tranches (each a “Tranche”).

Each Tranche is numbered from 1 through 12 and represents a portion of this Award covering

the number of Restricted Shares specified next to the applicable Tranche number in the table

below. Each Tranche shall be earned subject to achieving both the Market Capitalization

Milestone (as defined below) for such Tranche and the Compute Milestone (as defined below),

subject to Participant’s Continuous Service through the date of Certification (as defined below)

by the Board (or a designated committee thereof). Restricted Shares earned under a Tranche in

accordance with the preceding sentence shall be referred to herein as “Earned Shares.” 

Notwithstanding Section 14(n) of the Plan, references therein to “the Board or the chief

executive officer” shall refer to “the Board or a designated committee thereof” for purposes of

this Award.

(a)Market Capitalization Milestones. As used herein, “Market

Capitalization Milestone” means the Daily Market Capitalization equaling or exceeding the

value

2

of the Market Capitalization applicable to a particular Tranche as set forth in the following table

on the Determination Date (as defined below):

	Tranche #		Number of Restricted Shares Subject to Tranche		Market Capitalization Milestones
	1		5,034,538		$1,065,000,000,000
	2		5,034,538		$1,565,000,000,000
	3		5,034,538		$2,065,000,000,000
	4		5,034,538		$2,565,000,000,000
	5		5,034,538		$3,065,000,000,000
	6		5,034,538		$3,565,000,000,000
	7		5,034,538		$4,065,000,000,000
	8		5,034,538		$4,565,000,000,000
	9		5,034,538		$5,065,000,000,000
	10		5,034,538		$5,565,000,000,000
	11		5,034,538		$6,065,000,000,000
	12		5,034,539		$6,565,000,000,000
	Total		60,414,457

As used herein, “Market Capitalization” on a particular day (each, a “Determination Date”)

refers to the Daily Market Capitalization determined in accordance with the following:

(i)A trading day refers to a day on which the primary stock exchange

or national market system on which any class of the Common Stock trades (or on which it last

traded if the Common Stock is no longer listed) (the “Primary Exchange”) is open for trading.

(ii)The Company’s daily market capitalization for a particular trading

day is equal to the product of (A) the total number of outstanding Class A Common Stock, Class

B Common Stock, Class C Common Stock and Preferred Stock (as defined in the Certificate of

Formation) as of the close of such trading day, as reported by the Company’s transfer agent, and

(B) the closing price per share Common Stock as of the close of such trading day, as reported by

the Primary Exchange (or other reliable source selected by the Board (or a delegated committee

thereof) if the Primary Exchange is not reporting a closing price for that day) (such product, the

“Daily Market Capitalization”).

(b)Compute Milestone. As used herein, “Compute Milestone” means the

Company’s completion of non-Earth-based data centers capable of delivering 100 terawatts of

compute per year.

(c)Certification. No Tranche shall become Earned Shares until the Board (or

a designated committee thereof) determines, approves and certifies that the Market Capitalization

Milestone for the applicable Tranche and the Compute Milestone have been satisfied (a

“Certification”), which Certification shall be effective as of the date on which the both the

Market Capitalization Milestone with respect to the Tranche and Compute Milestone is

determined by the Board (or a designated Committee thereof) to have been achieved. Separate

Certifications may be completed on different dates with respect to achieving such performance

milestones that are

3

required to earn a particular Tranche. The Board (or a designated committee thereof) shall,

periodically, including upon the written request of Participant, assess whether any Market

Capitalization Milestone and/or the Compute Milestone has been satisfied.

3.ADJUSTMENTS.  The Board (or a designated committee thereof) may equitably

adjust the Market Capitalization Milestone in the event of material corporate actions, acquisitions

or dispositions.

4.TERMINATION OF SERVICES. Vesting will cease upon the termination of

Participant’s Continuous Service with the Company.

5.CONSIDERATION FOR AWARD. This Award was granted in consideration

of Participant’s services to the Company. Subject to Section 9 below, Participant will not be

required to make any payment to the Company (other than the provision of past and future

services for the Company) with respect to Participant’s receipt of the Award or vesting of the

Award.

6.DIVIDEND, VOTING AND OTHER RIGHTS.

(a)Except as set forth in Section 6(b), Participant shall have all the rights and

privileges of a holder of Class B Common Stock in respect the Restricted Shares that have not

been forfeited, including the right to vote the Restricted Shares from the Date of Grant.

(b)All dividends and other distributions paid with respect to the Restricted

Shares subject to the Award (other than cash dividends or distributions) during the period from

the Date of Grant until such Restricted Shares become Earned Shares in accordance with this

Agreement (the “Dividend Period”) will be paid to Participant and will be subject to the same

restrictions on transferability, vesting and forfeitability as the Restricted Shares with respect to

which they were paid. To the extent that dividends or other distributions are paid in cash, the

Company shall issue a number of additional Restricted Shares to Participant within 30 days of

the applicable payment of date of such dividend or distribution equal to (i) the number of

Restricted Shares outstanding that have not become Earned Shares as of the record date for such

dividend or distribution, multiplied by the amount of such dividend or distribution per share,

divided by (ii) the Fair Market Value of the Class B Common Stock on the payment date of such

dividend or distribution. Any Restricted Shares issued as a result of this Section 6(b) shall be

subject to the same restrictions on transferability, vesting and forfeitability as the Restricted

Shares with respect to which they were issued.

7.TRANSFER RESTRICTIONS FOR RESTRICTED SHARES. Prior to the

vesting of the Restricted Shares, without the prior approval of the Board (or a designated

committee thereof), Participant may not transfer, pledge, sell or otherwise dispose of all or any

portion of the Restricted Shares, except as expressly provided in this Section 7, if applicable. For

example, without the prior approval of the Board (or a designated committee thereof), Participant

may not use the Restricted Shares as security for a loan, nor may Participant transfer, pledge, sell

or otherwise dispose of such Restricted Shares.

(a)Certain Trusts. Upon receiving written permission from the Board or its

duly authorized designee, Participant may transfer the Restricted Shares to a trust if Participant is

considered to be the sole beneficial owner (determined under Section 671 of the Code and

4

applicable state law) while the Restricted Shares are held in the trust, provided that Participant

and the trustee enter into transfer and other agreements required by the Company.

(b)Domestic Relations Orders. Upon receiving written permission from the

Board or its duly authorized designee, and provided that Participant and the designated transferee

enter into transfer and other agreements required by the Company, Participant may transfer the

Restricted Shares or other consideration hereunder, pursuant to a domestic relations order that

contains the information required by the Company to effectuate the transfer. Participant is

encouraged to discuss the proposed terms of any division of the Restricted Shares with the

Company prior to finalizing the domestic relations order to help ensure the required information

is contained within the domestic relations order.

8.AWARD NOT A SERVICE CONTRACT. This Award is not an employment

or service contract, and nothing in the Award will be deemed to create in any way whatsoever

any obligation on the part of Participant to continue in the service of the Company or any

Affiliate, or on the part of the Company or any Affiliate to continue such service. In addition,

nothing in this Award will obligate the Company or any Affiliate, their respective shareholders,

boards of directors or employees to continue any relationship that Participant might have as an

Employee, Consultant or Director of the Company or any Affiliate.

9.WITHHOLDING OBLIGATIONS.

(a)Participant hereby authorizes any required withholding from the Restricted

Shares and/or otherwise agrees to make adequate provision in cash for any sums required to

satisfy the federal, state, local and foreign tax withholding obligations of the Company or any

Affiliate that arise in connection with the Award (the “Withholding Taxes”). Notwithstanding

any other provision of this Section 9, the Company may, in its sole discretion, satisfy all or any

portion of the Withholding Taxes obligation relating to the Award by any of the following means

or by a combination of such means: (i) withholding from any compensation otherwise payable to

Participant by the Company; (ii) causing Participant to tender a cash payment; or (iii)

withholding shares of Class B Common Stock from the Restricted Shares granted hereunder with

a Fair Market Value (measured as of the applicable vesting date) equal to the amount of such

Withholding Taxes.

(b)In the event it is determined that the timing of the Company’s withholding

obligation or the amount of the Company’s withholding obligation differed from or was greater

than the amount withheld by the Company, Participant agrees to indemnify and hold the

Company harmless from any failure by the Company to withhold the proper amount.

10.LEGENDS. All certificates representing the Class B Common Stock held by

Participant will have endorsed thereon legends in substantially the following forms (in addition

to any other legends required by applicable state and federal corporation and securities law and

which may be required by any other agreements between the parties hereto):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE

SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR

INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,

5

THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR

DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE

REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF

COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH

REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF

1933 OR THE SECURITIES LAWS OF ANY STATE.

ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES

REPRESENTED BY THIS CERTIFICATE IS VOID WITHOUT THE PRIOR

EXPRESS WRITTEN CONSENT OF THE COMPANY. THE SHARES

REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN

AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED

HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST AND

TRANSFER RESTRICTIONS SET FORTH IN THE COMPANY’S BYLAWS,

COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE

COMPANY.”

11.CLAWBACK POLICY. Notwithstanding any provisions to the contrary under

this Agreement, the Restricted Shares shall be subject to any clawback policy of the Company

that may be established and/or amended from time to time that applies to Participant (the

“Clawback Policy”), provided that the Clawback Policy does not discriminate against Participant

except as required by applicable laws or stock exchange listing requirements. The Board (or a

designated committee thereof) may require Participant to forfeit, return or reimburse the

Company all or a portion of the Restricted Shares and any amounts paid thereunder pursuant to

the terms of the Clawback Policy or as necessary or appropriate to comply with applicable laws

or stock exchange listing requirements.

12.NOTICES. Any notices provided for in this Award or the Plan will be given in

writing (including electronically) and will be deemed effectively given upon receipt or, in the

case of notices delivered by mail by the Company to Participant, upon deposit in the U.S. mail,

postage prepaid, addressed to Participant at the last address Participant provided to the Company.

The Company may, in its sole discretion, decide to deliver any documents related to this Award

by electronic means. By accepting this Award, Participant consents to receive such documents by

electronic delivery and to participate through an online or electronic system established and

maintained by the Company or another third party designated by the Company.

13.HEADINGS. The headings of the Sections in this Agreement are inserted for

convenience only and will not be deemed to constitute a part of this Agreement or to affect the

meaning of this Agreement.

14.AMENDMENT. This Agreement may be amended only by a writing executed by

the Company and Participant that specifically states that it is amending this Agreement.

Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a

writing that specifically states that it is amending this Agreement, so long as a copy of such

amendment is delivered to Participant, and provided that no such amendment adversely affecting

Participant’s rights hereunder may be made without Participant’s written consent. Without

limiting the foregoing, the Company reserves the right to change, by written notice to Participant,

the

6

provisions of this Agreement in any way it may deem necessary, appropriate or desirable to carry

out the purpose of the grant as a result of any change in applicable laws or regulations or any

future law, regulation, ruling, or judicial decision.

15.MISCELLANEOUS.

(a)The rights and obligations of the Company under this Award will be

transferable by the Company to any one or more persons or entities, and all covenants and

agreements hereunder will inure to the benefit of, and be enforceable by the Company’s

successors and assigns.

(b)Participant agrees upon request to execute any further documents or

instruments necessary, appropriate or desirable in the sole determination of the Company to carry

out the purposes or intent of this Award.

(c)Participant acknowledges and agrees that Participant has reviewed the

terms of this Agreement in its entirety, has had an opportunity to obtain the advice of counsel

prior to executing and accepting the Award and fully understands all of the provisions of the

Award.

(d)This Agreement will be subject to all applicable laws, rules, and

regulations, and to such approvals by any governmental agencies or national securities exchanges

as may be required.

(e)All obligations of the Company under the Plan and this Agreement will be

binding on any successor to the Company, whether the existence of such successor is the result

of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of

the business and/or assets of the Company.

(f)Participant acknowledges that as of the Date of Grant, this Agreement sets

forth the entire understanding between Participant and the Company regarding the Award and

supersedes all prior oral and written agreements on that subject.

16.GOVERNING PLAN DOCUMENT. Although the Award is not granted

pursuant to the Plan, it is subject to all the provisions of the Plan, the provisions of which are

hereby made a part of the terms of the Award as if it were a Restricted Stock Award granted

thereunder, and is further subject to all interpretations, amendments, rules and regulations which

may from time to time be promulgated and adopted pursuant to the Plan. In the event of any

conflict between the provisions of this Agreement and those of the Plan, the provisions of this

Agreement will control. The Company will have the power to interpret the Plan and this

Agreement and to adopt such rules for the administration, interpretation, and application of the

Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and

all interpretations and determinations made by the Board (or a designated committee thereof)

will be final and binding upon Participant, the Company, and all other interested persons. No

member of the Board will be personally liable for any action, determination, or interpretation

made in good faith with respect to the Plan or this Agreement.

17.EFFECT ON OTHER EMPLOYEE BENEFIT PLANS; PRIOR AWARD.

The Award will not be included as compensation, earnings, salaries, or other similar terms used

when calculating

7

benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any

Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its

rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or

any Affiliate.  By executing this Agreement and accepting the Award, Participant expressly

agrees and consents to the termination of that certain Performance Stock Agreement, dated as

November 26, 2025 (as amended), by and between the Participant and the Company (as

successor-in-interest to X.AI Holdings Corp.), including any “Earned Shares” thereunder that are

still subject to the applicable “Post-Milestone Service Date” thereunder, and such agreement is

hereby terminated effective as of the date hereof. 

18.CHOICE OF LAW. The interpretation, performance and enforcement of this

Agreement will be governed by the law of the state of Texas without regard to such state’s

conflicts of laws rules. Participant consents to the jurisdiction of the state and federal courts

encompassing the then current location of the Company’s principal office for the resolution of

any (a) proceedings brought to enforce the Company’s or Participant’s obligations to arbitrate

under the Plan, or (b) proceedings, relating to matters outside the scope of the arbitration

provisions in the Plan or any other agreement between Participant and the Company.

19.SEVERABILITY. If all or any part of this Agreement or the Plan is declared by

any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity

will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or

invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or

invalid will, if possible, be construed in a manner that will give effect to the terms of such

Section or part of a Section to the fullest extent possible while remaining lawful and valid.

* * * * *

SIGNATURE PAGE TO RESTRICTED STOCK GRANT AGREEMENT

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly

executed by a duly authorized officer thereof, and Participant has executed this Agreement,

effective as of the Date of Grant.

	SPACE EXPLORATION TECHNOLOGIES CORP.
	By:	/s/ Bret Johnsen
	Name:			Bret Johnsen
	Title:			Chief Financial Officer
	PARTICIPANT
	/s/ Elon R. Musk
	Elon R. Musk