Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [DATE], by and between U Power Limited, a company
incorporated and existing under the laws of Cayman Islands (the “Company”), and [*], an individual (the “Executive”).
The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the
Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies
(collectively, the “Group”).


 


RECITALS


 


The
Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined
below).


 


The
Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.


 


AGREEMENT


The
parties hereto agree as follows:


 


		1.	POSITION


 


The
Executive hereby accepts a position of [*]  of the Company (the “Employment”).


 


		2.	TERM


 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be three years, commencing on [   ]  (the
“Effective Date”), unless terminated earlier pursuant to the terms of this Agreement. Upon expiration of the 3-year
term, the Employment shall be automatically extended for successive three-year terms unless either party gives the other party hereto
a 1-month prior written notice to terminate the Employment before the expiration of such 3-year term or unless terminated earlier pursuant
to the terms of this Agreement .


 


		3.	PROBATION


 


There
is no probationary period.


 


		4.	DUTIES
AND RESPONSIBILITIES


 


The
Executive’s duties at the Company will include all jobs assigned by the Company’s board of directors (the “Board”).


 


The
Executive shall devote all of their working time, attention and skills to the performance of their duties at the Company and shall faithfully
and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company
(as updated from time to time, the “Articles of Association”), and the guidelines, policies and procedures of the
Company approved from time to time by the Board.


 






     


     


    

 


		5.	NO
BREACH OF CONTRACT


 


The
Executive shall use their best efforts to perform their duties hereunder. The Executive shall not, without prior consent of the
Board, become an employee of any entity other than the Company and any subsidiary or affiliate of the Company, and shall not be concerned
or interested in any business or entity that directly or indirectly competes with the Group (any such business or entity, a “Competitor”),
provided that nothing in this clause shall preclude the Executive from holding shares or other securities of any Competitor that is listed
on any securities exchange or recognized securities market anywhere, provided however, that the Executive shall notify
the Company in writing prior to the Executive’s obtaining a proposed interest in such shares or securities in a timely manner and
with such details and particulars as the Company may reasonably require. The Company shall have the right to require the Executive
to resign from any board or similar body which the Executive may then serve if the Board reasonably determines in writing that the Executive’s
service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company
or that any business related to such service is then in competition with any business of the Company or any of its subsidiaries or affiliates.


 


The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance
by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any
other agreement or policy to which the Executive is a party or otherwise bound, except for agreements that are required to be entered
into by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is based,
if any; (ii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating
to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out their
duties hereunder; and (iii) the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this)
with any other person or entity except for other member(s) of the Group, as the case may be.


 


		6.	LOCATION


 


The
Executive will be based in [*], the People’s Republic of China, until both parties hereto agree to change otherwise. The
Executive acknowledges that they may be required to travel from time to time in the course of performing their duties for the Company.


 


		7.	COMPENSATION
AND BENEFITS


 


		(a)	Compensation. The
Executive’s cash compensation (inclusive of the statutory welfare reserves that the Company is required to set aside for the Executive
under applicable law) shall be provided by the Company in a separate schedule attached hereto (“Schedule A”) or as specified
in a separate agreement between the Executive and the Company’s designated subsidiary or affiliated entity, subject to annual review
and adjustment by the Company or the compensation committee of the Board. The cash compensation may be paid by the Company,
a subsidiary or affiliated entity or a combination thereof, as designated by the Company from time to time.


 


		(b)	Equity
Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate
in such plan pursuant to the terms thereof.


 


		(c)	Benefits. The
Executive is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted
by the Company in the future, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday
plan.


 


		8.	TERMINATION
OF THE AGREEMENT


 


		(a)	By
the Company. The Company may terminate the Employment for cause, at any time, without notice or remuneration, if the Executive
(1) commits any serious or persistent breach or non-observance of the terms and conditions of the Employment; (2) is convicted
of a criminal offence other than one which, in the opinion of the Board, does not affect the Executive’s position as an employee
of the Company, bearing in mind the nature of the Executive’s duties and the capacity in which the Executive is employed; (3) willfully
disobeys a lawful and reasonable order; (4) misconducts themselves and such conduct is inconsistent with the due and faithful discharge
of the Executive’s material duties hereunder; (5) is guilty of fraud or dishonesty; or (6) is habitually neglectful in
their duties. The Company may terminate the Employment without cause at any time with a 1-month prior written notice to the Executive
or by payment of 1 month’s salary in lieu of notice.


 






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		(b)	By
the Executive. The Executive may terminate the Employment at any time with a 1-month prior written notice to the Company or
by payment of 1 month’s salary in lieu of notice. In addition, the Executive may resign prior to the expiration of the Agreement,
if such resignation or an alternative arrangement with respect to the Employment is approved by the Board.


 


		(c)	Notice
of Termination. Any termination of the Executive’s Employment under this Agreement shall be communicated by written notice
of termination from the terminating party to the other party in accordance with the provisions of Section 20 below. The notice of
termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.


 


		9.	CONFIDENTIALITY
AND NONDISCLOSURE


 


		(a)	Confidentiality
and Non-disclosure. The Executive hereby agrees at all times during the term of their Employment and after termination of the
Executive’s Employment under this Agreement, to hold in the strictest confidence, and not to use, except for the benefit of the
Group, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information.
The Executive understands that “Confidential Information” means any proprietary or confidential information of the
Group, its affiliates, their clients, customers or partners, and the Group’s licensors, including, without limitation, technical
data, trade secrets, research and development information, product plans, services, customer lists and customers (including, but not
limited to, customers of the Group on whom the Executive called or with whom the Executive became acquainted during the term of their
Employment), supplier lists and suppliers, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, licensors,
licensees, distributors, and other persons with whom the Group does business, information regarding the skills and compensation of other
employees of the Group or other business information disclosed to the Executive or obtained by the Executive from the Group, its affiliates,
or their clients, customers, or partners, either directly or indirectly, in writing, orally or otherwise, if specifically indicated to
be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include
information that is generally available and known to the public through no fault of the Executive.


 


		(b)	Company
Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials
created, received or transmitted in connection with their work or using the facilities of the Group are property of the Group and subject
to inspection by the Group, at any time. Upon termination of the Executive’s Employment with the Company (or at any other time
when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining
to their work with the Company and will provide prompt written certification of his compliance with this Agreement. Under no circumstances
will the Executive have, following their termination, in their possession any property of the Group, or any documents or materials or
copies thereof containing any Confidential Information.


   


		(c)	Former
Employer Information. The Executive agrees that they have not and will not, during the term of their employment, (i) improperly
use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Executive
has an agreement or duty to keep in confidence, or (ii) bring into the premises of the Group any document or confidential or proprietary
information belonging to such former employer, person or entity unless consented to in writing by such former employer, person or entity. The
Executive will indemnify the Group and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable
attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.


 


		(d)	Third
Party Information. The Executive recognizes that the Group may have received, and in the future may receive, from third parties
their confidential or proprietary information subject to a duty on the Group’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Group and such third parties, during
the Executive’s Employment by the Company and thereafter, a duty to hold all such confidential or proprietary information in the
strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Group’s agreement with such third party.


 


This
Section 9 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 9,
the Company shall have right to seek remedies permissible under applicable law.


 






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		10.	WITHHOLDING
TAXES


 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise
due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as
may be required to be withheld pursuant to any applicable law or regulation.


 


		11.	NOTIFICATION
OF NEW EMPLOYER


 


In
the event that the Executive leaves the employ of the Company, the Executive hereby grants consent to notification by the Company to
their new employer about their rights and obligations under this Agreement.


 


		12.	ASSIGNMENT


 


This
Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this
Agreement or any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a merger,
consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or
entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor
shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.


 


		13.	SEVERABILITY


 


If
any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement
are declared to be severable.


 


		14.	ENTIRE
AGREEMENT


 


This
Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment
and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement
under any employment agreement entered into with a subsidiary of the Company at the request of the Company to the extent such agreement
does not conflict with any of the provisions herein. The Executive acknowledges that they have not entered into this Agreement
in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.


 


		15.	REPRESENTATIONS


 


The
Executive hereby agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The
Executive hereby represents that the Executive’s performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by the Executive in confidence or in trust prior to their Employment by the Company.
The Executive has not entered into, and hereby agrees that they will not enter into, any oral or written agreement in conflict with this
Section 15. The Executive represents that the Executive will consult their own consultants for tax advice and is not relying on
the Company for any tax advice with respect to this Agreement or any provisions hereunder.


 






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		16.	GOVERNING
LAW


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict
of laws.


 


		17.	ARBITRATION


 


Any
dispute arising out of, in connection with or relating to, this Agreement shall be submitted to China International Economic and Trade
Arbitration Commission (“CIETAC”) for arbitration, which arbitration shall be conducted in accordance with the CIETAC’s arbitration
rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. Each party to this
agreement agrees that it will not challenge the jurisdiction or venue provisions as provided in this Section 17. 


 


		18.	AMENDMENT


 


This
Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring
to this Agreement, which agreement is executed by both of the parties hereto.


 


		19.	WAIVER


 


Neither
the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No
waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


  


		20.	NOTICES


 


All
notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given and made if (i) sent by facsimile or email (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party), (ii) delivered by hand, (iii) otherwise delivered against receipt therefor,
or (iv) sent by a recognized courier with next-day or second-day delivery to the last known address of the other party.


 


		21.	COUNTERPARTS


 


This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature
appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one
or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.


 


		22.	NO
INTERPRETATION AGAINST DRAFTER


 


Each
party recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult
with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either
party on the basis of that party being the drafter of such terms. The Executive agrees and acknowledges that the Executive has read
and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into
this Agreement and has had ample opportunity to do so.


 


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of this page has been intentionally left blank.]


 






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IN
WITNESS WHEREOF, this Agreement has been executed as of the date first written above.


 


	U Power Limited	 
	 	 	 
	By:	 	 
	Name: 	Jia Li	 
	Title:	Chief Executive Officer and Chairman of the Board of
    Directors	 


 


Executive


 


	Signature: 	 	 
	Name:	 	 


 


[Signature
Page to Employment Agreement]


 






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Schedule
A


 


Annual compensation
is RMB[   ]. 


 


 


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