EX-10.8





 EXHIBIT 10.8 

Tritium Technologies, LLC 

Shadow Equity Employee Scheme 













							
	 Table of Contents
	  	  
	 
	 1
	  	Introduction	  	 	3	
	 2
	  	Prerequisite to entitlement of Benefit	  	 	3	
	 3
	  	Participation	  	 	3	
	 4
	  	Provision of the Benefit	  	 	4	
	 5
	  	Calculation of the Benefit	  	 	5	
	 6
	  	Contract for the Benefit	  	 	6	
	 7
	  	Administration of the Plan	  	 	6	
	 8
	  	Amendment to Rules	  	 	7	
	 9
	  	Termination and Suspension of Plan	  	 	7	
	 10
	  	Rights of Employees	  	 	7	
	 11
	  	Applicable Laws	  	 	7	
	 12
	  	Choice of Law and Jurisdiction	  	 	7	
	 13
	  	No representation as to tax consequences	  	 	7	
	 14
	  	Notices	  	 	8	
	 Schedule 1 Definitions and interpretation
	  	 	9	


  
  

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	1	 INTRODUCTION 


  


	1.1	 The Plan is called the Tritium Technologies, LLC Shadow Equity Employee Plan (Plan).



  

	1.2	 The objects of the Plan are to: 



 

	 	(a)	 provide a Benefit to Eligible Employees who are considered to be key to the success of the Company;



  

	 	(b)	 provide a means by which Eligible Employees may accept the Benefit; 



 

	 	(c)	 offer the Benefit to Eligible Employees as a retention strategy; and 



 

	 	(d)	 recognise and reward the contribution of Eligible Employees and their contribution to the future success of the
Company by providing the Benefit to those Eligible Employees on the Terms. 


  

	1.3	 The Plan will commence operation on the date it is adopted by the Board. 



 

	2	 PREREQUISITE TO ENTITLEMENT OF BENEFIT 



Unless the Board determines otherwise in its absolute discretion and subject to Applicable Law, the Benefit may be paid to an Eligible Employee
pursuant to an Offer, only if the Eligible Employee’s employment has not been terminated by the Company for reasons relating to the Eligible Employee’s performance (including non-performance issues)
or misconduct. 
  

	3	 PARTICIPATION 



 

	3.1	 Subject to these Rules, the CEO may from time to time issue Offers to employees. 



 

	3.2	 Before issuing an Offer, the CEO will determine the following matters in relation to the Offer:



  

	 	(a)	 the eligibility criteria for the purposes of the Offer; 



 

	 	(b)	 the number of Shadow Equity Units in respect of which the Eligible Employee will be entitled for the purpose of
calculating the Benefit; 


  

	 	(c)	 the Offer Value applicable in respect of an Eligible Employee; 



 

	 	(d)	 the Key Performance Indicators that must be achieved for the Benefit to be allocated to an Eligible Employee
pursuant to the Offer; and 


  

	 	(e)	 whether any other conditions will apply to the Benefit to be allocated to an Eligible Employee pursuant to the
Offer and, if so, the nature and content of those conditions. 



  
  

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	3.4	 Each Offer will: 


  

	 	(a)	 be made in the manner and form determined by the CEO from time to time; and 



 

	 	(b)	 include details of the matters referred to in Rule 3.2, if and to the extent the CEO determines such matters
are appropriate. 


  

	3.5	 The method and form of acceptance of an Offer will be determined by the CEO from time to time and set out in
the Acceptance Form. 


  

	3.6	 An Offer under the Plan is personal to the Eligible Employee to whom it is made and, accordingly, the
invitation constituted by an Offer may only be accepted by the Eligible Employee to whom the Offer is made. 


  

	3.7	 The determination of whether an employee is an Eligible Employee to be allocated the Benefit shall be made by
the CEO, in their absolute discretion. 


  

	4	 PROVISION OF THE BENEFIT 



 

	4.1	 The intention of the Plan is to benefit Eligible Employees by providing an opportunity for Eligible Employees
of the Group to benefit financially from the value created in the Group above any applicable Offer Value. 


  

	4.2	 Subject to Rule 2 of this Plan and this Plan or payment of the Benefit complying with all Applicable Laws, each
Eligible Employee will be entitled to the payment of the Benefit by the Company when an Entitlement Event occurs regardless of the Eligible Employee’s employment status on the date of payment but subject to Rule 2. 



 

	4.3	 In principle, an Entitlement Event is an event which allows for the realisation of value in the Group.



  

	4.4	 An Entitlement Event comprises the first to occur of: 



 

	 	(a)	 the acquisition of 90% of the issued capital in the Parent Company by any person/company or related group of
persons/companies; 


  

	 	(b)	 the merger of the Parent Company with a third party; 



 

	 	(c)	 a sale of all of the assets of the Group; 



 

	 	(d)	 listing of shares on a recognised stock exchange through an initial public offer of the Parent Company; or



  

	 	(e)	 any other event determined by the Board from time to time provided that such event constitutes a
“substantial risk of forfeiture” as defined in U.S. Treasury Regulation § 1.409A-1(d)(2). 


  

	4.5	 An entitlement to a Benefit will arise on the date on which completion of the applicable Entitlement Event (set
out in Rule 4.4 above) occurs. 


  

	4.6	 On the completion of the applicable Entitlement Event, the Company will be liable for all payments of the
Benefit under this Plan (subject to all applicable Tax withholdings), within 30 days thereof. 



  
  

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	4.7	 Any Benefit conferred by this Plan survives the death of the Eligible Employee, and will form part of the
Eligible Employee’s estate. 


  

	4.8	 The following events are not Entitlement Events under this Plan: 



 

	 	(a)	 the issue of additional securities by an entity of the Group for the purposes of raising funds from a third
party; 


  

	 	(b)	 the acquisition or transfer (or both) of some or part of the Group for the purposes of a re-organisation of the existing corporate arrangements of the Group; 


  

	 	(c)	 termination of employment (for any reason) of the Eligible Employee; and 



 

	 	(d)	 any other event determined by the Board from time to time. 



 

	4.9	 If no Entitlement Event has occurred on the seventh anniversary of the date the Plan is first adopted by the
Board, each Eligible Employee who remains employed by the Parent Company or the Company on such seventh anniversary will be entitled to a Benefit as otherwise provided in this Plan. 



 

	5	 CALCULATION OF THE BENEFIT 



 

	5.1	 The Benefit to which an Eligible Employee will be entitled will be calculated as follows:



 Benefit = (EV – OV) x SEU 

where: 
 EV is the Exit
Value 
 OV is the Offer Value 

SEU is the Shadow Equity Units of the Eligible Employee 
  

	5.2	 For the purposes of the Plan: 



 

	 	(a)	 if there is any consolidation, subdivision or other re-organisation of
the Issued Shares, the Shadow Equity Units of an Eligible Employee will be consolidated, subdivided or re-organised in a similar manner as the Board considers appropriate; and 



 

	 	(b)	 the Board’s decision as to the application or calculation of any amount or any component of the formula
necessary for determining a Benefit will be final and binding, unless made in bad faith. 



  
  

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	6	 CONTRACT FOR THE BENEFIT 



Each employee who signs an Acceptance Form acknowledges and accepts: 
  

	 	(a)	 the payment of the Benefit to an Eligible Employee is governed only by the Terms; 



 

	 	(b)	 the Board, in its absolute discretion, may vary at any time (without prior notice) the Terms, and each Eligible
Employee is deemed to have agreed and be immediately bound to such variations; and 


  

	 	(c)	 that each Eligible Employee appoints each of the Directors as his or her attorney with all necessary power and
authority to give effect to clause 6(b).  


  

	7	 ADMINISTRATION OF THE PLAN 



 

	7.1	 The Plan is administered by the CEO who has the power to: 



 

	 	(a)	 determine appropriate procedures and make regulations for the administration of the Plan which are consistent
with these Rules; 


  

	 	(b)	 resolve conclusively all questions of fact or interpretation arising in connection with the Plan;



  

	 	(c)	 terminate or suspend the operation of the Plan at any time; 



 

	 	(d)	 delegate such functions and powers as it may consider appropriate for the efficient administration of the Plan
to any person or persons whom the CEO reasonably believes to be capable of performing those functions and exercising those powers; 


  

	 	(e)	 take and rely upon independent professional or expert advice in, or in relation to, the exercise of any of
their powers or discretions under these Rules; 


  

	 	(f)	 administer the Plan in accordance with these Rules as and to the extent provided in these Rules; and



  

	 	(g)	 make regulations for the operation of the Plan which are not inconsistent with these Rules.



  

	7.2	 Where these Rules provide for a determination, decision, approval or opinion of the Board or the CEO, such
determination, decision, approval or opinion may be made or given by the Board or the CEO in its/their absolute discretion. 


  

	7.3	 Any power or discretion which is conferred on the Board or the CEO by these Rules may be exercised by the Board
or the CEO (as applicable) in the interests or for the benefit of the Company, and the Board or the CEO is not, in exercising such power or discretion, under any fiduciary or other obligation to any other person. 



 

	7.4	 Subject to these Rules, the Company must pay all expenses, costs and charges incurred in the administration of
the Plan in such amounts and proportions as it shall agree. 



  
  

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	7.5	 The Company is not responsible for any Tax which may become payable by an Eligible Employee in connection with
the acquisition of the Benefit. 


  

	8	 AMENDMENT TO RULES 



The Board may, at any time, amend these Rules, or waive or modify the application of these Rules to any Eligible Employee, provided that any
amendment does not adversely affect then existing rights of Eligible Employees. 
  

	9	 TERMINATION AND SUSPENSION OF PLAN 



The Board may terminate or suspend the Plan at any time, provided that such termination or suspension does not adversely affect then existing
rights of Eligible Employees. The Plan will automatically terminate on the seventh anniversary of its adoption by the Board and all Offers and rights to Benefits will expire. 
  


	10	 RIGHTS OF EMPLOYEES 



 

	10.1	 Nothing in these Rules: 



 

	 	(a)	 confers on any Group Employee the right to receive an Offer or to have allocated to him or her a Benefit under
the Plan; 


  

	 	(b)	 confers on any Group Employee the right to continue as a Group Employee; 



 

	 	(c)	 affects any rights which any company of the Group may have to terminate the Eligible Employee’s employment
with that company; and 


  

	 	(d)	 may be used to increase damages in any action brought against a company of the Group in respect of termination
of the Eligible Employee’s employment with that company. 


  

	10.2	 Participation in the Plan does not affect, and is not affected by, participation in any other scheme operated
by the Company unless the terms of that other scheme provide otherwise. 


  

	11	 APPLICABLE LAWS 



These Rules are to be interpreted subject to the Applicable Laws. 
  

	12	 CHOICE OF LAW AND JURISDICTION 



These Rules and the rights and obligations of Eligible Employees under the Plan are governed by the law of Queensland, Australia, and each
Eligible Employee irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Queensland, Australia. 
  

	13	 NO REPRESENTATION AS TO TAX CONSEQUENCES 



None of the Company, any adviser to the Company or the Board represents or warrants that the Plan will have any particular taxation or
financial consequences, or that any Eligible Employee will gain any taxation or financial advantage by participating in the Plan and they are not liable for, or as a consequence of, any Taxes imposed upon or duties assessed against an Eligible
Employee. 

  
  

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	14	 NOTICES 



Notices may be given by the Company to Eligible Employees in any manner that the CEO may from time to time determine. 

 

	15	 UNITED STATES LAW 



Eligible Employees shall have the status of a general unsecured creditor of the Company and Group. Any Benefit shall be unfunded and unsecured
obligations for all purposes, including, without limitation, Title I of the United States Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor the Group shall be required to segregate any monies from its general
funds, or to create any trusts, or establish any special accounts with respect to such obligations. This Plan is not a “Pension Plan” or “Welfare Plan” under the United States Employee Retirement Income Security Act of 1974, as
amended. No Offer or Benefit has been registered under the United States Securities Act of 1933, as amended, or any United States securities laws; 

  
  

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	 Schedule 1 Definitions and
interpretation

		
	1.1 Definitions	  	
		
	 Acceptance Form
	  	means a form provided to an Eligible Employee for the purpose of acceptance of an Offer, which form has been approved by the CEO from time to time;
		
	Applicable Law	  	means one or more, as the context requires, of:
		
		  	 (a)   the Corporations Act;

 
 (b)   the Corporations
Regulations;
  
 (c)   any
other applicable securities laws, including those of the United States;
  

(d)   other applicable laws of the United States, including Tax laws;

 
 (e)   the constitution of the
Company; and
  
 (f)   any
practice note, policy statement, class order, declaration, guideline, policy or procedure relating to any of the items in or conduct under paragraphs (a) to (e) above;

		
	Benefit	  	means a payment to an Eligible Employee as contemplated in this Plan;
		
	Board	  	means the board of the Parent Company;
		
	CEO	  	means the Chief Executive Officer of the Parent Company, as employed by one of its related bodies corporate;
		
	Company	  	means Tritium Technologies, LLC, a Delaware corporation;
		
	Corporations Act	  	means the Corporations Act 2001 (Cth) as amended;
		
	Corporations Regulations	  	means any and all regulations made under the Corporations Act;
		
	Director	  	means a director of the Company;
		
	Eligible Employee	  	means an employee of the Company whom the CEO determines is to receive an Offer in respect of, or for or in relation directly or indirectly to, his or her employment as a Group Employee;
		
	Entitlement Event	  	has the meaning given in clause 4.4.


  
  

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	Exit Value	  	means the share price applied to Ordinary Shares of the Parent Company, for or on an Entitlement Event or termination of the Plan.
		
	Group	  	means the Parent Company and all its related bodies corporate;
		
	Group Employee	  	means an individual whom the CEO determines to be in the permanent full-time, part-time or casual employment of a company of the Group (including any employee on parental leave, long service leave or other special leave as approved
by the CEO).
		
	Issued Shares	  	means the total number of issued shares in the Parent Company at the time of calculation of a Benefit.
		
	Offer	  	means an offer of participation in the Plan on the Terms;
		
	Offer Value	  	means the share price applied to Ordinary Shares of the Parent Company, as at the date of the Offer, as set out in the Acceptance Form.
		
	Parent Company	  	means Tritium Holdings Pty Ltd (ACN 145 324 910);
		
	Plan	  	means the Shadow Equity Employee Plan as set out in these Rules;
		
	Rules	  	means the rules governing the operation of the Plan set out in this document, as amended from time to time;
		
	Shadow Equity Units	  	the notional number of shares in the Parent Company to which an Eligible Employee is entitled for the purpose of calculating a Benefit, as specified in an Offer;
		
	Tax	  	includes any tax, levy, impost, GST, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or
judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing;
		
	Terms	  	means the terms which govern the payment of the Benefit to an Eligible Employee as set out in these Rules and the Acceptance Form;
	1.2 Interpretation	  	


  
  

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	In these Rules, unless the context otherwise requires:
		
		  	
(a)   reference to any legislation or a provision of 
any legislation includes a modification or re‐enactment of the legislation or a legislative provision
substituted for, and all legislation and statutory instruments and regulations issued under, the legislation;

		
	        	  	
(b)   words denoting the singular include the plural and 
vice versa;

		
		  	
(c)   words denoting a gender include the other 
genders;

		
		  	
(d)   headings are for convenience only and do not 
affect the interpretation of these Rules;

		
		  	
(e)   reference to any document or agreement includes 
reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;

		
		  	
(f)   where any word or phrase is given a defined 
meaning in these Rules, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

		
		  	
(g)   reference to a rule or paragraph is a reference 
to a rule or paragraph of these Rules, or the corresponding Rule or Rules of the Plan as amended from time to time; and

		
		  	
(h)   where an act or thing must be done on a 
particular day or within a particular period, that act or thing must be done before, and that period ends at, 5.00
pm eastern standard time on the relevant day.



  
  

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