EX-10.8




 Exhibit 10.8 
  

 
 SYMBOTIC INC. 

2022 Employee Stock Purchase Plan 

(As approved by shareholders on June 3, 2022) 
  

 












	1.	 Purpose.  



The purpose of the 2022 Employee Stock Purchase Plan of Symbotic Inc. (as amended from time to time, the “Plan”) is to
promote the financial interests of Symbotic Inc., a Delaware corporation (formerly known as SVF Investment Corp. 3, a Cayman Islands exempted company) (together with its successors and permitted assigns, “Symbotic” and, together
with any Subsidiary and any successor entity thereto, the “Company”), including its growth and performance, by providing eligible employees of the Company and its subsidiaries the opportunity to purchase an ownership position in the
Company. This Plan is not intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). 

 

	2.	 Shares Available for Purchase. 



Subject to adjustment as provided in Section 17, eligible employees may purchase in the aggregate up to a maximum of 1,266,604 (the
“Initial Share Limit”) of Class A Common Stock outstanding, par value $0.0001 per share, of beneficial interest in the Company (the “Shares”); provided that such number of Shares shall increase on
the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2032, equal to the lesser of (i) 1% of the aggregate number of Shares then outstanding on the final day of the immediately preceding
calendar year, (ii) the number of Shares that equals twice the size of the Initial Share Limit and (iii) such smaller number of Shares (which may be zero) as is determined by the the Compensation Committee (the
“Committee”) of the Board of Directors of the Company (the “Board”) prior to such calendar year. Shares may be issued upon exercise of an Option (as defined in Section 11) from authorized but unissued Shares,
from Shares held in the treasury of the Company, or from any other proper source. If the total number of Shares specified in elections to be purchased under any Offering (as defined below) plus the number of Shares purchased under previous Offerings
under this Plan exceeds the maximum number of Shares issuable under this Plan, the Committee will allot the Shares then available on a pro rata basis. 
  

	3.	 Administration. 



The Plan shall be administered by the Committee. Notwithstanding anything to the contrary contained herein, the Board may, in its sole
discretion, at any time and from time to time, grant awards or administer the Plan. In any such case, the Board will have all of the authority and responsibility granted to the Committee herein. 

The Committee shall have the authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan,
to determine the terms and provisions of any agreements entered into hereunder, and to make all other determinations necessary or advisable for the administration of the Plan, based on, among other things, information made available to the Committee
by the management of the Company. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem desirable to carry it into effect. The determinations of the
Committee (or Board, as applicable) in its administration of the Plan, as described herein, shall be final and conclusive. 












	4.	 Eligibility. 



All employees of the Company and all employees of any subsidiary of the Company designated by the Committee from time to time (a
“Designated Subsidiary”), other than Excluded Employees, are eligible to participate in any one or more of the offerings of Options to purchase Shares under the Plan, provided that: 

(a) they are customarily employed by the Company or a Designated Subsidiary for at least 20 hours a week on a regular basis and for more than
five months in a calendar year; and 
 (b) they are employees of the Company or a Designated Subsidiary on the first day of the applicable
Offering Period (as defined below). 
 For purposes of this Plan, “Excluded Employee” shall mean those employees or
individuals which are temporary or leased employees, interns and such other individuals who shall, from time to time, be deemed ineligible to participate in the Plan, as determined by the Company in its discretion. For the avoidance of doubt, non-employee directors and independent contractors shall not be eligible to participate in the Plan. 
 An
employee of the Company or a Designated Subsidiary who meets the requirements set forth above is eligible to participate in any offerings of Options that commence after the month in which the employee commences employment with the Company or a
Designated Subsidiary. No employee may be granted an Option hereunder if such employee, immediately after the Option is granted, would own 5% or more of the total combined voting power or value of all classes of shares of the Company or any
subsidiary. 
  

	5.	 Offerings. 



The Committee may from time to time make one or more offerings (“Offerings”) to eligible employees to purchase Shares under
this Plan beginning on the date or dates selected by the Committee (the “Offering Commencement Dates”). The provisions of separate Offerings need not be identical, but the period during which any Offering will be effective (each, an
“Offering Period”) may not exceed 27 months, beginning with the Offering Commencement Date. Unless otherwise determined by the Committee, each Offering Period shall be six months. The first Offering Period shall commence on a date
to be determined by the Committee. 
  

	6.	 Participation. 



An employee eligible to participate in the Plan on the Offering Commencement Date of any Offering may participate in such Offering by
completing and forwarding either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office prior to the applicable Offering Commencement Date. The form will authorize a regular payroll deduction
from the Compensation (as defined below) received by the employee during the Offering Period in accordance with Section 7. Unless an employee files a new form or withdraws from the Plan in accordance with Section 8, the employee’s
deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term “Compensation” means the employee’s base salary or wages that are actually paid to the
employee and that are subject to withholding for Federal income tax purposes, and does not include overtime pay, shift differentials, premium pay, bonuses, commissions, equity awards, profit-sharing awards, other incentive pay or awards, fringe
benefits, credits received under plans pursuant to Section 125 of the Code or similar items. 

  
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	7.	 Deductions. 



The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this Plan, an employee may
authorize a payroll deduction from 1% to up to a maximum of 15% of the Compensation the employee receives during the Offering Period (such deductions to be in whole percentages), provided that, in any calendar year, such deductions shall not
exceed $25,000 in the aggregate. The Committee may, at its discretion, designate a lower maximum contribution rate for any Offering.  
  

	8.	 Deduction Changes. 



An employee may decrease such employee’s payroll deduction once during any Offering Period by filing either a written or electronic new
payroll deduction authorization form. Any employee may discontinue his payroll deductions at any time by filing either a written or electronic new payroll deduction authorization form. If an employee elects to discontinue his payroll deductions
during an Offering Period, but does not elect to withdraw such employee’s funds pursuant to Section 10 hereof, funds deducted prior to such employee’s election to discontinue will be applied to the purchase of Shares on the Exercise
Date (as defined below). 
  

	9.	 Interest. 



Interest will not be paid on any employee accounts, except to the extent that the Committee, in its sole discretion, elects to credit employee
accounts with interest at such rate as it may from time to time determine. 
  

	10.	 Withdrawal of Funds. 



An employee may, at any time at least 15 business days (or such other number of days as is determined by the Company) prior to the close of
business on the last business day in an Offering Period, and for any reason, permanently draw out the balance accumulated in the employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted.
The employee may not begin participation again during the remainder of the Offering Period during which the employee withdrew the employee’s balance. The employee may participate in any subsequent Offering in accordance with terms and
conditions established by the Committee. 
  

	11.	 Purchase of Shares. 



(a) Number of Shares. On the Offering Commencement Date of each Offering Period, the Company will grant to each eligible employee who
is then a participant in the Plan an option (an “Option”) to purchase on the last business day of such Offering Period (the “Exercise Date”) at the applicable purchase price (the “Option Price”) up
to a maximum number of Shares to the extent determined by the Committee; provided, however, that no employee may be granted an Option which permits such employee’s rights to purchase Common Stock under this Plan, or any other
employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value 

  
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of such Common Stock (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; provided, further, however, that
the Committee may, in its discretion, set a fixed maximum number of shares of Common Stock that each eligible employee may purchase per Offering Period, which number shall be subject to the first proviso clause of this Section 11(a). 

(b) Option Price. The Committee shall determine the Option Price for each Offering Period, including whether such Option Price shall be
determined based on the lesser of the closing price of the Shares on (i) the first business day of the Offering Period or (ii) the Exercise Date, or shall be based solely on the closing price of the Shares on the Exercise Date;
provided, however, that such Option Price shall be at least 85% of the applicable closing price. In the absence of a determination by the Committee, the Option Price will be 85% of the lesser of the closing price of the Shares on
(i) the first business day of the Offering Period or (ii) the Exercise Date. The closing price shall be (a) the closing price (for the primary trading session) on any national securities exchange on which the Shares are listed or
(b) the average of the closing bid and asked prices in the over-the-counter market, whichever is applicable, as published in The Wall Street Journal or
another source selected by the Committee. If no sales of Shares were made on such a day, the price of the Shares shall be the reported price for the next preceding day on which sales were made. 

(c) Exercise of Option. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have
exercised his Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole Shares reserved for the purpose of the Plan that his accumulated payroll deductions on such date will pay for, but not
in excess of the maximum numbers determined in the manner set forth above. 
 (d) Return of Unused Payroll Deductions. Any balance
remaining in an employee’s payroll deduction account at the end of an Offering Period will be automatically refunded to the employee, except that any balance that is less than the purchase price of one Share will be carried forward into the
employee’s payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall be refunded. 

 

	12.	 Issuance of Certificates. 



Certificates representing Shares purchased under the Plan may be issued only in the name of the employee, in the name of the employee and
another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion
and in compliance with applicable laws, authorize the use of book entry registration of Shares in lieu of issuing stock certificates. 
  

	13.	 Rights on Retirement, Death or Termination of Employment. 



If a participating employee’s employment ends before the last business day of an Offering Period, no payroll deduction shall be taken
from any pay then due and owing to the employee, and the balance in the employee’s account shall be paid to the employee. In the event of the employee’s death before the last business day of an Offering Period, the Company shall,


  
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upon notification of such death, pay the balance of the employee’s account (a) to the executor or administrator of the employee’s estate or (b) if no such executor or
administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, before the last business day of the Offering Period, the Designated Subsidiary by which an employee is
employed ceases to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee’s employment shall be deemed to have been terminated for
the purposes of this Plan. A participating employee’s employment shall have ended or ceased hereunder on the date that the employee ceases performing services for the Company or a Designated Subsidiary on a permanent basis, whether such
termination is lawful or otherwise, and without regard to any pay in lieu of notice (whether paid by way of lump sum or salary continuance), benefits continuance, or other termination-related payments or benefits, whether pursuant to the common law
or otherwise, to which the employee may then be entitled (and without regard to any claim for damages in respect thereof), except as expressly required by any applicable employment or labor standards legislation. 

 

	14.	 Optionees Not Stockholders. 



Neither the granting of an Option to an employee nor the deductions from the employee’s pay shall make such employee a stockholder of the
Shares covered by an Option under this Plan until the employee has purchased and been issued such Shares. 
  

	15.	 Options Not Transferable; Holding Period; Notification of Sale of Shares.  



Options under this Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are
exercisable during the employee’s lifetime only by the employee. Each employee agrees, by participating in the Plan, that Shares purchased under the Plan must be held for at least six months from the applicable Exercise Date. Each employee
agrees, by participating in the Plan, to promptly give the Company notice of any disposition of Shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such Shares were
purchased. For the avoidance of doubt, Shares purchased under the Plan by any employee shall be subject to all policies of the Company or any of its subsidiaries applicable to such employee as in effect from time to time, including any insider
trading policy. 
  

	16.	 Application of Funds. 



All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate
purpose. 
  

	17.	 Adjustment for Changes in Shares and Certain Other Events. 



(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of
shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Shares other than an ordinary cash dividend, (i) the number
and class of securities available under this Plan, (ii) the share limitations set forth in Section 11(a), and (iii) the Option Price shall be equitably adjusted to the extent determined by the Committee. 

  
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 (b) Reorganization Events. 

(1) Definition. A “Reorganization Event” shall mean a Change of Control as defined in the Company’s 2022 Omnibus
Incentive Compensation Plan. 
 (2) Consequences of a Reorganization Event on Options. In connection with a Reorganization Event, the
Committee may take any one or more of the following actions as to outstanding Options on such terms as the Committee determines: (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the
acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated immediately prior to the consummation of such Reorganization Event and that all such
outstanding Options will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Committee in such notice, which date shall not be less than 10 days preceding the effective date of the Reorganization Event,
(iii) upon written notice to employees, provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating
employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Shares will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the
“Acquisition Price”), change the last day of the Offering Period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to (A) (i) the Acquisition Price
times (ii) the number of Shares that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is treated as the fair market value of
the Shares on the last business day of the applicable Offering Period for purposes of determining the Option Price under Section 11(b) hereof, and where the number of Shares that could be purchased is subject to the limitations set forth in
Section 11(a), minus (B) the result of multiplying such number of Shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive
liquidation proceeds (net of the Option Price thereof) or (vi) any combination of the foregoing. 
 (3) For purposes of clause (i)
above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each Share subject to the Option immediately prior to the consummation of the Reorganization Event,
the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Shares for each Share held immediately prior to the consummation of the Reorganization Event (and if holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if the consideration received as a result of the Reorganization Event is not solely shares of
the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such
number of shares of the acquiring or succeeding corporation (or an affiliate thereof) that the Committee determines to be equivalent in value (as of the date of such determination or another date specified by the Committee) to the per share
consideration received by holders of outstanding Shares as a result of the Reorganization Event. 

  
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	18.	 Amendment and Termination of the Plan. 



The Committee may at any time, and from time to time, amend or suspend this Plan or any portion thereof, except that, if the amendment would
increase the maximum number of shares issuable under the Plan, such amendment shall not be effected without shareholder approval. This Plan may be terminated at any time by the Committee. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded. 
  

	19.	 Governmental Regulations. 



The Company’s obligation to sell and deliver Shares under this Plan is subject to listing on a national stock exchange (to the extent the
Shares are then so listed or quoted) and the approval of any governmental authorities required in connection with the authorization, issuance or sale of such stock. 
  

	20.	 Governing Law. 



THE PLAN AND ALL SHARES ISSUED AND ACTIONS TAKEN THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. 
  

	21.	 Disputes; Choice of Forum. 



(a) The Company and each participating employee, as a condition to such employee’s participation in the Plan, hereby irrevocably submit
to the exclusive jurisdiction of any state or federal court located in the State of Delaware, over any suit, action or proceeding arising out of or relating to or concerning the Plan or, to the extent not otherwise specified in any individual
agreement between the Company and the employee, any aspect of the employee’s employment with the Company or the termination of that employment. The Company and each participating employee, as a condition to such employee’s participation in
the Plan, acknowledge that the forum designated by this Section 21 has a reasonable relation to the Plan and to the relationship between such employee and the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from
bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 21. 
 (b) The
agreement by the Company and each participating employee as to forum is independent of the law that may be applied in the action, and the Company and each employee, as a condition to such employee’s participation in the Plan, (i) agree to
such forum even if the forum may under applicable law choose to apply non-forum law, (ii) hereby waive, to the fullest extent permitted by applicable law, any objection which the Company or such employee
now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in this Section 21, (iii) undertake not to commence any action arising out of or relating to or
concerning the Plan in any forum other than the forum described in this Section 21 and (iv) agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any
such suit, action or proceeding in any such court will be conclusive and binding upon the Company and each grantee. 

  
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 (c) Each employee, as a condition to such employee’s participation in the Plan, agrees
to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in Section 23, except that an employee may disclose information concerning such dispute, controversy or claim to the court that is
considering such dispute, controversy or claim or to such employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy
or claim). 
  

	22.	 Waiver of Jury Trial. 



EACH PARTICIPANT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION
WITH THE PLAN. 
  

	23.	 Waiver of Claims. 



Each participating employee recognizes and agrees that before electing to participate in the Plan, the employee has no right to any benefits
under the Plan. Accordingly, in consideration of the employee’s receipt of any benefits hereunder, the employee expressly waives any right to contest the number of Shares issuable hereunder, any determination, action or omission hereunder by
the Committee, the Company or the Board, or any amendment to the Plan. The employee further waives any claim for damages or payment in lieu of benefits provided under the Plan, whether related or attributable to any contractual or common law
termination entitlements or otherwise. Nothing contained in the Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any employee. The
Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. 
  

	24.	 Severability; Entire Agreement. 



If any provision of the Plan is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be
deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid,
illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make
such provision enforceable hereunder. The Plan contains the entire agreement of the parties with respect to the subject matter thereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations and
warranties between them, whether written or oral with respect to the subject matter thereof. 
  

	25.	 No Liability With Respect to Tax Qualification or Adverse Tax Treatment. 



Notwithstanding anything to the contrary contained herein, in no event will the Company be liable to a participating employee on account of
the failure of an issuance of Shares to (a) qualify for favorable United States, federal, state or local or foreign tax treatment or (b) avoid adverse tax treatment under United States or foreign law, including, without limitation,
Section 409A. 

  
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	26.	 No Third-Party Beneficiaries. 



The Plan will not confer on any person other than the Company and the participating employee any rights or remedies hereunder. 

 

	27.	 Successors and Assign of the Company. 



The terms of the Plan will be binding upon and inure to the benefit of the Company and any successor entity, including upon a Change of
Control. 
  

	28.	 Grants to Employees in Foreign Jurisdictions.  



The Company may, to comply with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who
are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code))
(“Non-U.S. Employees”) with terms that are as favorable or less favorable (but not more favorable) than the terms of Options granted under the Plan to employees who are resident in the United
States. Notwithstanding the preceding provisions of this Plan, Non-U.S. Employees may be excluded from eligibility under the Plan if (a) the grant of an Option under the Plan to such Non-U.S. Employee is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code.
The Company may add one or more appendices to this Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options. 

 

	29.	 Authorization of Sub-Plans. 



The Committee may from time to time establish one or more sub-plans under the Plan with respect to one
or more Designated Subsidiaries. 
  

	30.	 Withholding. 



If applicable tax laws impose a tax withholding obligation, each affected employee shall, no later than the date of the event creating the tax
liability, make provision satisfactory to the Committee for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or Shares acquired by such employee pursuant to the Plan. The Company
may, but will not be obligated to, deduct or withhold from the participating employee’s compensation or Shares received pursuant to the Plan the amount necessary for the Company to satisfy applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Shares by the participating employee. 
  

	31.	 Effective Date and Approval of Shareholders. 



The Plan was adopted by the Committee on June 7, 2022 and was approved by Symbotic’s stockholders on June 3, 2022. 

  
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