Exhibit 10.8


 


Xilio Therapeutics, Inc.


 


2021 EMPLOYEE STOCK PURCHASE PLAN


 


The purpose of this 2021 Employee Stock Purchase
Plan (this “Plan”) is to provide eligible employees of Xilio Therapeutics, Inc. (the “Company”) and certain
of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”), commencing at such time and on such dates as the Board of Directors of the Company (the “Board”) shall determine.
Subject to adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose is the
sum of:


 


(a)           292,031
shares of Common Stock; plus


 


(b)           an
annual increase to be added on the first day of each fiscal year, commencing on January 1, 2022 and continuing for each fiscal year
until, and including, January 1, 2031, equal to the least of (i) 584,062 shares of Common Stock, (ii) 1% of the outstanding
shares on such date and (iii) a number of shares of Common Stock determined by the Board.


 


This Plan is 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”), and the regulations
issued thereunder, and shall be interpreted consistent therewith.


 


1.        
     Administration. The Plan will be administered by the Board or by a
committee appointed by the Board (the “Administrator”). The Administrator has authority to (i) make rules and
regulations for the administration of the Plan; (ii) interpret the terms and provisions of the Plan; (iii) make all
determinations it deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection with the
Plan; and (v) otherwise supervise the administration of the Plan, and its interpretation and decisions with regard thereto
shall be final and conclusive.


 


2.             Eligibility.
All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated
by the Administrator from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the
offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided that:


 


(a)             they
are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar
year;


 


(b)            they
have been employed by the Company or a Designated Subsidiary for at least three months prior to enrolling in the Plan; and


 


(c)             they
are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).


  






     


     


    

 


No employee may be granted an Option hereunder
if such employee, immediately after the Option is granted, owns 5% or more of the total combined voting power or value of the stock
of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all stock that the employee has a contractual right to purchase
shall be treated as stock owned by the employee.


  


The Company retains the discretion to determine
which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.4232(e) and
(f).


 


3.             Offerings.
The Company will make one or more offerings (“Offerings”) to employees to purchase stock under this Plan. Offerings will
begin at such time and on such dates as the Administrator shall determine, or the first business day thereafter (such dates, the “Offering
Commencement Dates”). Each Offering Commencement Date will begin a six-month period (a “Plan Period”) during which
payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period. However, the Administrator may,
at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings.


 


4.             Participation.
An employee eligible 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 at least 15 days
(or such other number of days as is determined by the Company) prior to the applicable Offering Commencement Date. The form will
authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period. Unless an employee files
a new form or withdraws from the Plan, his or her deductions and purchases will continue at the same rate for future Offerings under
the Plan as long as the Plan remains in effect. The Administrator shall determine what constitutes “Compensation” for purpose
of the Plan. In the absence of a determination by the Administrator, the term “Compensation” shall mean the amount of money
reportable on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), excluding overtime, shift
premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income
or gains associated with the grant or vesting of restricted stock, income or gains on the exercise of Company stock options or stock
appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal Income Tax Withholding
Statement (or analogous non-U.S. statement), but including, in the case of salespersons, sales commissions to the extent determined by
the Administrator.


 


5.             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 in any percentage amount (in whole percentages) at a minimum of 1% up to a maximum of 15%
of the Compensation he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The
Administrator may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of
Compensation as may be established from time to time by the Administrator.


 






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6.             Deduction
Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Period, by filing either
a written or electronic new payroll deduction authorization form, as determined by the Company. However, an employee may not increase
his or her payroll deduction during a Plan Period. If an employee elects to discontinue his or her payroll deductions during a Plan Period,
but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue
will be applied to the purchase of Common Stock on the Exercise Date (as defined below).


  


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


 


8.             Withdrawal
of Funds. An employee may at any time prior to the close of business on the fifteenth business day prior to the end of a Plan Period
(or such other number of days as is determined by the Company) 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 Plan Period during which the employee withdrew his or her balance. The employee
may participate in any subsequent Offering in accordance with terms and conditions established by the Administrator.


 


9.             Purchase
of Shares.


 


(a)           Number
of Shares.     On the Offering Commencement Date for the applicable
Plan 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 Plan Period (the “Exercise Date”) at the applicable purchase price (the “Option
Price”) up to the lesser of (i) 2,500 shares of Common Stock and (ii) the whole number of shares of Common Stock determined
by multiplying $2,083 by the number of full months in the Plan Period and dividing the result by the closing price (as determined below)
on the Offering Commencement Date; provided, however, that no employee may be granted an Option which permits his or her rights to purchase
Common Stock under this Plan and 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 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; and, provided, further, however, that the
Administrator may, in its discretion, set a different fixed number of shares of Common Stock that each eligible employee may purchase
per Plan Period which number shall not be greater than the number of shares of Common Stock determined using the formula in the first
clause of this Section 9(a)(ii), and both of which shall be subject to the second clause of this Section 9(a).


 


(b)           Option
Price.     The Administrator shall determine the Option Price for
each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Common Stock
on (i) the first business day of the Plan Period or (ii) the Exercise Date, or shall be based solely on the closing price of
the Common Stock 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 Administrator, the Option Price will be 85% of the lesser of the closing price of the Common
Stock on (i) the first business day of the Plan 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 Common Stock is 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 Administrator. If no sales of Common Stock were made on such a day, the price of the Common Stock
shall be the reported price for the last preceding day on which sales were made.


 



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(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 or her Option at the Option Price on such date and shall be deemed
to have purchased from the Company the number of whole shares of Common Stock reserved for the purpose of the Plan that his or her 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 a Plan Period
will be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Common Stock
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.


 


10.           Issuance
of Certificates. Certificates representing shares of Common Stock 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.


 


11.           Rights
on Retirement, Death or Termination of Employment. If a participating employee's employment with the Company or a Designated Subsidiary
ends before the last business day of a Plan 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 a Plan Period, the Company shall, 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 Plan 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 shall be deemed to have
terminated employment for the purposes of this Plan.


 


12.           Optionees
Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such employee
a stockholder of the shares of Common Stock covered by an Option under this Plan until he or she has purchased and received such shares.


  






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13.           Options
Not Transferable. 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.


  


14.           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.


 


15.           Adjustment
for Changes in Common Stock 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
Common Stock 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 9, and (iii) the Option Price shall be equitably adjusted to the extent determined by
the Administrator.


 


(b)           Reorganization
Events.


 


(1)             Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a
result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other
property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities or other
property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.


 


(2)             Consequences
of a Reorganization Event on Options. In connection with a Reorganization Event, the Administrator may take any one or more of
the following actions as to outstanding Options on such terms as the Administrator 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 Administrator in such notice, which date shall be ten (10) days
preceding the effective date of the Reorganization Event (or such other number of days as is determined by the Administrator),
(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 Common Stock 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 Plan 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) (1) the Acquisition Price times (2) the number of shares of Common Stock 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 Common Stock on the last day of the applicable Plan
Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could
be purchased is subject to the limitations set forth in Section 9(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) and (vi) any combination of the
foregoing.


 






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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 of Common Stock 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 Common Stock for each share of Common
Stock 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 of Common Stock); provided, however, that if the consideration
received as a result of the Reorganization Event is not solely common stock 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 common stock of the acquiring or succeeding corporation (or an affiliate
thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board)
to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.


 


16.           Amendment
of the Plan. The Board may at any time, and from time to time, amend or suspend this Plan or any portion thereof, except that (a) if
the approval of any such amendment by the stockholders of the Company is required by Section 423 of the Code, such amendment shall
not be effected without such approval, and (b) in no event may any amendment be made that would cause the Plan to fail to comply
with Section 423 of the Code.


 


17.           Insufficient
Shares. If the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number of
shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the Administrator
will allot the shares then available on a pro-rata basis.


 


18.           Termination
of the Plan. This Plan may be terminated at any time by the Board. 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 Common Stock under this Plan is subject to listing on a national
stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required
in connection with the authorization, issuance or sale of such stock.


 


20.           Governing
Law. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law.


  






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21.           Issuance
of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury
of the Company, or from any other proper source.


  


22.           Notification
upon Sale of Shares. 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.


 


23.           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)) with terms
that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees of the Company or a Designated
Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of this Plan, employees of the Company or a
Designated Subsidiary who are citizens or residents of a 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)) may be excluded from eligibility
under the Plan if (a) the grant of an Option under the Plan to a citizen or resident of the foreign jurisdiction 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.


 


24.           Authorization
of Sub-Plans. The Administrator may from time to time establish one or more sub-plans under the Plan with respect to one or more Designated
Subsidiaries, provided that such sub-plan complies with Section 423 of the Code.


 


25.           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 Administrator 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, to the extent
permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.


 


26.           Effective
Date and Approval of Stockholders. The Plan shall take effect as of immediately prior to the effectiveness of the Company’s
registration statement with respect to its initial public offering, subject to approval by the stockholders of the Company as required
by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.


 


Adopted by the Board of Directors on September 10, 2021


 


Approved by the stockholders on October 12, 2021


 






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