Kandi Technologies Group, Inc.: Exhibit 10.15 - Filed by newsfilecorp.com






NON- QUALIFIED STOCK OPTION AGREEMENT 

pursuant to the 

2008 OMNIBUS LONG-TERM INCENTIVE PLAN 
OF
KANDI
TECHNOLOGIES GROUP, INC. 

* * * * * 

Grantee:

Grant Date: 

Per Share Exercise Price: $ 

Number of Option Shares subject to this Option:


* * * * * 

THIS NON- STATUTORY STOCK OPTION AGREEMENT (this “Agreement”),
dated as of the Grant Date specified above, is entered into by and between Kandi
Technologies Group, Inc., a Delaware corporation (the “Company”), and the
Grantee specified above, pursuant to the 2008 Omnibus Long-Term Incentive Plan
of the Company, as in effect and as amended from time to time (the “Plan”); and


WHEREAS, it has been determined under the Plan that it would be
in the best interests of the Company to grant the non-qualified stock option
provided for herein to the Grantee. 

NOW, THEREFORE, in consideration of the mutual covenants and
premises hereinafter set forth and for other good and valuable consideration,
the parties hereto hereby mutually covenant and agree as follows: 

1.     Incorporation By
Reference; Plan Document Receipt. This Agreement is subject in
all respects to the terms and provisions of the Plan (including, without
limitation, any amendments thereto adopted at any time and from time to time
unless such amendments are expressly intended not to apply to the grant of the
option hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth herein.
Any capitalized term not defined in this Agreement shall have the same meaning
as is ascribed thereto under the Plan. The Grantee hereby acknowledges receipt
of a true copy of the Plan and that the Grantee has read the Plan carefully and
fully understands its content. In the event of any conflict between the terms of
this Agreement and the terms of the Plan, the terms of the Plan shall
control.




2.     Grant of
Option. The Company hereby grants to the Grantee, as of the Grant
Date specified above, a non-qualified stock option (this “Option”) to acquire
from the Company at the Per Share Exercise Price specified above the aggregate
number of shares of the Common Stock specified above (the “Option Shares”). This
Option is not to be treated as (and is not intended to qualify as) an incentive
stock option within the meaning of Section 422 of the U.S. Code. 

3.     No Dividends
Equivalents. The Grantee shall not be entitled to receive a cash
payment in respect of the Option Shares underlying this Option on any dividend
payment date for the Common Stock.

4.     Exercise of this
Option.

4.1     Unless otherwise provided in
Section 4.4 below or determined by the Compensation Committee (the “Committee”),
this Option shall become exercisable in accordance with and to the extent
provided by the terms and provisions of Section 8.2 of the Plan. 

4.2     Unless earlier terminated in
accordance with the terms and provisions of the Plan and/or this Agreement, this
Option shall expire and shall no longer be exercisable after the expiration of
_________ years from the Grant Date (the “Option Period”). 

4.3     In no event shall this
Option be exercisable for a fractional share of Common Stock. Fractional numbers
of shares of Stock subject to an Option shall be rounded down to the next
nearest whole number. 

4.4     This Option shall vest and
become exercisable according to the following vesting schedule: 

• ___________________
.

5.     Method of Exercise and
Payment. This Option shall be exercised by the Grantee by
delivering to the Chief Financial Officer of the Company or his designated agent
on any business day (the “Exercise Date”) a written notice, in such manner and
form as may be required by the Company, specifying the number of the Option
Shares the Grantee then desires to acquire (the “Exercise Notice”). The Exercise
Notice shall be accompanied by payment of the aggregate Per Share Exercise Price
for such number of the Option Shares to be acquired upon such exercise. Such
payment shall be made in the manner set forth in Section 8.6 of the Plan. 

6.    
Non-transferability. Except as provided in Section 8.10
of the Plan, during the lifetime of a Grantee, only the Grantee (or, in the
event of legal incapacity or incompetence, the Grantee’s guardian or legal
representative) may exercise an Option. No Option shall be assignable or
transferable by the Grantee to whom it is granted, other than by will or the
laws of descent and distribution. 

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7.     Separation from
Service. If a Grantee’s employment with or service to the Company
or Affiliate terminates for any reason other than Cause, (i) Options granted to
such Grantee, to the extent that they are exercisable at the time of such
termination, shall remain exercisable for a period of not more than 90 days
after such termination (one year in the case of termination by reason of death
or Disability), on which date they shall expire, and (ii) Options granted to
such Grantee, to the extent that they are not exercisable at the time of such
termination, shall expire on the date of such termination. In the event of the
termination of a Grantee’s employment or service for Cause, all outstanding
Options granted to such Grantee shall expire on the date of such termination.


8.     Entire Agreement;
Amendment. This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter contained herein, and
supersedes all prior agreements or prior understandings, whether written or
oral, between the parties relating to such subject matter. The Board or the
Committee shall have the right, in its sole discretion, to modify or amend this
Agreement from time to time in accordance with and as provided in the Plan;
provided, however, that no such modification or amendment shall
materially adversely affect the rights of the Grantee under this Option without
the consent of the Grantee. The Company shall give written notice to the Grantee
of any such modification or amendment of this Agreement as soon as practicable
after the adoption thereof. This Agreement may also be modified or amended by a
writing signed by both the Company and the Grantee. 

9.     Notices.
Any Exercise Notice or other notice which may be required or permitted under
this Agreement shall be in writing, and shall be delivered in person or via
facsimile transmission, overnight courier service or certified mail, return
receipt requested, postage prepaid, properly addressed as follows. 

9.1     If such notice is to the
Company, to the attention of the Chief Financial Officer of the Company at the
following address: 

5F, Tower 3, Xixixinzuo 
No. 550 Xixi Road, Xihu
District, Hangzhou City, Zhejiang Province 
People’s Republic of China
310013 

Or at such other address as the Company, by notice to the
Grantee, shall designate in writing from time to time. 

9.2     If such notice is to the
Grantee, at his or her address as shown on the Company’s records, or at such
other address as the Grantee, by notice to the Company, shall designate in
writing from time to time. 

10.     Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to the
principles of conflict of laws thereof. 

11.     Compliance with
Laws. The issuance of this Option (and the Option Shares upon
exercise of this Option) pursuant to this Agreement shall be subject to, and
shall comply with, any applicable requirements of any federal and state
securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and the respective
rules and regulations promulgated thereunder) and any other law or regulation
applicable thereto. The Company shall not be obligated to issue this Option or
any of the Option Shares pursuant to this Agreement if any such issuance would
violate any such requirements. 

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12.     Binding Agreement;
Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns.
The Grantee shall not assign any part of this Agreement without the prior
express written consent of the Company. 

13.    
Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument. 

14.     Headings.
The titles and headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement. 

15.     Further
Assurances. Each party hereto shall do and perform (or shall
cause to be done and performed) all such further acts and shall execute and
deliver all such other agreements, certificates, instruments and documents as
any party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder. 

16.    
Severability. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of any provision of
this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent
permitted by law. 

[Signature page follows] 

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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Grantee has hereunto set her
hand, all as of the Grant Date specified above. 

	 	KANDI TECHNOLOGIES GROUP, INC.
    
	 	  	  
	 	  	  
	 	  	  
	 	By: 	 
    
	 		Name:  Hu Xiaoming 
	 		Title:  President & Chief Executive
      Officer 
	 	  	  
	 	  	  
	 	  	  
	 	  	  
	 	Grantee: 	  
	 	 	 
	 	 	 
	 	Name: 	  


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