June 11 (Reuters) - A Tesla shareholder vote on

Thursday on whether to reinstate CEO Elon Musk's $56 billion pay

package that was shot down by a Delaware judge will not provide

a quick resolution, irrespective of the tally's results.

Tesla's board is hoping shareholder approval will give the

electric vehicle maker the legal ammunition it needs to

reinstate the package, though that is far from certain. The

company has also said if the compensation plan is rejected by

shareholders, it expects Musk would only accept a pay package

that is similar in size to the voided one.

Here is what we know about the potential outcomes:

WHAT HAPPENS IF SHAREHOLDERS VOTE YES?

Musk's pay package is not reinstated automatically. Tesla

has said it will seek to reverse Delaware judge Kathaleen

McCormick's ruling in January that invalidated the compensation

package as unfair to the company's shareholders.

McCormick found that the Tesla shareholders who in 2018

voted in favor of granting the pay package were not fully

informed on how beholden many directors were to Musk and how

this affected the compensation negotiations.

Tesla included McCormick's ruling in its disclosures to

shareholders ahead of the vote on Thursday, and has said it

plans to argue that an affirmative result would show that

shareholders back the package with full knowledge of McCormick's

criticisms.

Zohar Goshen, a professor at Columbia Law School, said it

was unclear whether such a move would convince McCormick. "It's

hard to estimate how the court will rule because there is too

much noise around this decision," Goshen said.

If Tesla fails to convince McCormick to change her ruling,

which she has not yet made effective, Tesla plans to appeal all

the way to the Delaware Supreme Court, a process that will take

many months.

Tesla is also asking for shareholder approval at its annual

meeting on Thursday to move its corporate domicile to Texas,

outside the reach of Delaware courts. It has said it does not

plan to use the move to ignore McCormick's ruling, and she has

accepted those assurances.

Tesla could also face more litigation from some

shareholders. One of them this month filed a lawsuit challenging

the upcoming shareholder vote on Musk's pay package and the

change of domicile.

WHAT HAPPENS IF SHAREHOLDERS VOTE NO?

Tesla has said it is "determined" to pay Musk for his

previous work through the 2018 plan or a new one, to ensure he

devotes his time and energy to the company.

It can still try to reverse McCormick's decision in

Delaware, but it will have a weaker hand if shareholders reject

the package. Given the appeal could take Tesla beyond next

year's annual shareholder meeting, this could give the board

some breathing space before it has to negotiate a new pay

package with Musk.

Tesla argues that the costs to shareholders will be

significantly greater if the pay package is not reinstated. The

company booked a $2.3 billion accounting charge to issue it in

2018. It estimates that to give Musk a new package with the same

economic benefit, the accounting charge it would have to take

would be more than $25 billion because of the rise in Tesla's

shares since 2018. It has said the new package would have to be

less than 10% of the size of the 2018 plan to avoid a new

charge.

Tesla has also warned that if McCormick's ruling stands,

shareholders would bear the cost of its legal fees. The legal

team representing the Tesla investor who challenged Musk's pay

is asking for $5.6 billion out of the Tesla stock Musk would

have received as a fee, though the company is challenging that

request.

WILL TESLA LOSE MUSK IF HE DOES NOT GET THE PAY PACKAGE?

Board chair Robyn Denholm said in a regulatory filing last

week that reinstating the pay package was necessary for

"retaining Elon's attention and motivating him."

Skeptics say Musk's 13% stake in Tesla, worth some $75

billion and accounting for a big chunk of his wealth, as well as

his two decades at the company, make it unlikely that Musk will

walk away. He could also face shareholder lawsuits if he is

shown to be neglecting his CEO duties.

Samantha Crispin, a corporate attorney at global law firm

Baker Botts, said it would be hard to predict how Musk, who

draws no salary from Tesla, will respond. "That's the $56

billion question," she said.