Exhibit 10.8

	
	November 22, 2021
TonyX.Zhou
Detroit, Michigan
PHOENIX CARS, LLC
OFFER OF EMPLOYMENT
Anthonv x zhou@vahoo.com
Dear Mr. Zhou,
We are very excited that you will be joining Phoenix Cars LLC, a California Limited Liability Company
(the "Company"), as SVP of Autonomous Driving reporting to the CEO and the Chairman. Your start
date will be November 29, 2021 or another mutually agreed upon date (the "Effective Date"). This letter
will confirm the terms of your employment.
At-Will Employment
Employment with the Company is employment at-will. Employment at-will may be terminated with or
without cause and with or without notice at any time at the will of either you or the Company. Terms and
conditions of employment with the Company may be modified at the sole discretion of the Company with
or without cause and with or without notice. Other than the Company CEO, no one has the authority to
make any agreement for employment other than for employment at-will or to make any agreement
limiting the Company's discretion to modify the terms and conditions of employment. Only the CEO has
the authority to make any such agreement and then only in writing and signed by the CEO and the
respective employee. No implied contract concerning any employment-related decision or term, or
condition of employment can be established by any other statement, conduct, policy, or practice.
Position and Duties
You shall serve in the position of SVP of Autonomous Driving of the Company and shall perform all the
duties assigned by the CEO. Your position, job description, salary, duties and responsibilities may be
modified from time to time in the sole discretion of the Company. You agree to strictly adhere to all of
the rules and regulations of the Company as may be set forth in any Employee Manual or published
policies of the Company now or in the future, including all amendments to the Manual which may be
made in the future in the Company's sole discretion ( as published or amended from time to time, the
1'Manual").
No Other Employment
You agree to devote your full business time, attention, and best efforts to the business of the Company
during the employment relationship. The Company's normal business hours are from 8:00 a.m. to 5:00
p.m. PST, Monday through Friday.
Phoenix Cars LLC. 401 S. Doubleday Ave, Ontario, Ca 91761 USA
Company Confidential 





	
	Page2
Compensation of Employee
(a) Salary - The Company shall pay you, and you agree to accept from the Company in payment for
your services to the Company, a salary of $220,000.00 per year (the "Yearly Salary"), payable in
equal bi-monthly installments on regular dates established by the Company, subject to applicable
tax withholding requirements. Any proposed increase of your salary, compensation or benefits
must be approved by the CEO.
(b) Annual Performance Bonus - You will be eligible to receive an annual bonus based on the
Company's performance and your individual KPI performance. To incentivize you to remain
employed with the Company, you must be employed on the date any bonus is paid in order to
earn the bonus.
( c) Stock Option - Subject to the approval of the Board and in accordance with the existing policies
and plans of the Company governing the vesting practices, you will be granted four hundred
thousand (400,000) shares of stock options of Phoenix Motor Inc's Common Stock.
(d) PTO & Holidays - 4 weeks (20 days) Paid Time off (PTO), accrued on a monthly basis for
each full month of employment. PTO may be applied to vacations, sick days, doctor visits, or
other personal leaves and time off as you may choose, not to exceed your total accrual. Prior
supervisor approval should be obtained whenever possible, emergency situations
notwithstanding. Standard company holidays are established by Company management during
the first few weeks of each year. For the current year (2021) the Company currently recognizes
nine (9) fixed holidays and one floating holiday. A list of approved holidays is included as an
addendum to the employee handbook which will be provided by the Human Resources
Department.
(e) Insurance - Effective the first day of the month following 30 days of employment, you will be
eligible to participate in the Company healthcare benefit plan which includes medical, dental and
vision coverage for you and your family. The Company pays 75% of the Gold 0/30 BlueShield
of California plan cost of employee and eligible Family member. 75% of the cost of coverage for
you, as an employee and eligible family. The company will also contribute 75% oflife insurance
coverage for you equivalent to your base annual wage rate, subject to coverage limitations of the
insurance carrier. Although you may be eligible for such benefits if they become available in the
future, the Company does not promise or represent that such benefits will in fact become
available or that once made available they will be continued.
(f) 40l(k) Plan - The Company offers a 401K plan. You will be eligible to enter the plan at the
beginning of the month following completion of 90 days employment. There is no Company
match for the plan at this time, but the Company may elect to make future contributions to the
plan at its sole discretion.
(g) Employee Expenses - The Company will reimburse you for pre-approved business expenses
(approved by the CEO, as provided within the guidelines of the Company's expense policy. All
expenses shall be subject to review and approval by your direct report and shall require
reasonable documentation.
Phoenix Cars LLC. 1500 Lakeview Loop, Anaheim, CA 92807 USA
Company Confidential 





	
	Page 3
Confidential Information and Invention Assignment Agreement
During your employment with the Company, you may have access to certain confidential and proprietary
information. Your acceptance of this offer and commencement of employment is contingent upon the
execution and delivery of the Company's Confidential Information and Invention Assignment Agreement
(the "Confidentiality Agreement") to the Company prior to your start date, a copy of which has been
enclosed for your review and execution.
Governing Law
This Agreement is made and shall be construed and enforced in accordance with the laws of the State of
California. This Agreement and the Exhibits supersede and replace all prior agreements or
understandings, oral or written, between the Company and you, except for prior confidentiality
agreements, if any. This Agreement may not be modified except in writing signed both by the Company
CEO and by you.
You acknowledge that, prior to signing this Agreement; you have had an opportunity to seek the
advice of independent counsel of your choice relating to the terms of this Agreement.
This employment offer will expire if not accepted within five days of the document posted date. To
accept the offer before this expiration date, you must sign and date this letter in the space provided below
and return it to me, along with a signed and dated copy of the Confidentiality Agreement. This letter,
together with the Confidentiality Agreement, constitutes and contains the entire agreement, and replaces
any and all prior discussions and agreements. This is an integrated agreement.
Please sign and date this letter below confirming your agreement to all the foregoing.
Sincerely,
du~ Joseph R. Mitchell
' CEO
I accept the Company's offer of employment as stated in this letter and I agree that the employment
relationship is terminable at will by either the Company or me.
TonyX.Zhou
Date: __ i 1 _/_:J..._2-_/_·_2._o_2.---'-/ __
Phoenix Cars LLC. 1500 Lakeview Loop, Anaheim, CA 92807 USA
Company Confidential