Exhibit 10.1


 


CBAK
ENERGY TECHNOLOGY, INC. 


 


2015
EQUITY INCENTIVE PLAN


 


NOTICE
OF RESTRICTED SHARE UNITS AWARD


 


CBAK
Energy Technology, Inc.., a Nevada corporation (the “Company”), pursuant to its 2015 Equity Incentive
Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Grantee”),
an award of Restricted Share Unitss (“Restricted Share Units” or “RSUs”).
Each Restricted Share Units represents the right to receive one share of Common Stock upon vesting of such Restricted Share Units.
This award of Restricted Share Units is subject to all of the terms and conditions set forth herein and in the Restricted Share
Units Award Agreement attached hereto as Exhibit A (the “Restricted Share Units Award Agreement”)
and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Notice and the Restricted Share Units Award Agreement.


 


Grantee
Name: ________________________________


 


Grant
Date: ___________________________________


 


Total
Number of RSUs Granted: __________________


 


Agreement
Date: _______________________________


 


Vesting
Schedule: Your RSUs will vest according to the following schedule, provided that you remain continuously employed by or in
the service of the Company or an Affiliate through the applicable vesting date:


 


“Cause”
has the meaning ascribed to such term or words of similar import in Grantee’s written employment or service contract with
the Company or its Affiliate and, in the absence of such agreement or definition, means Grantee’s (i) conviction of,
or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (ii) fraud on or misappropriation of
any funds or property of the Company or any of its Affiliates, customer or vendor; (iii) personal dishonesty, incompetence,
willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses),
or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with Grantee’s duties
or willful failure to perform Grantee’s responsibilities in the best interests of the Company or any of its Affiliates;
(v) illegal use or distribution of drugs; (vi) violation of any rule, regulation, procedure or policy of the Company
or any of its Affiliates; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation
or other similar agreement executed by Grantee for the benefit of the Company or any of its Affiliates, all as determined by the
board of directors of the Company or its Affiliate (as the case may be), which determination will be conclusive.


 


“Retirement”
means Grantee’s retirement from Company employ as determined in accordance with the policies of the Company or its Affiliates
in good faith by the Board of Directors of the Company, which determination will be final and binding on all parties concerned.


 




     


     


    

 


CBAK
ENERGY TECHNOLOGY, INC.


 


2015
EQUITY INCENTIVE PLAN


 


RESTRICTED
SHARE UNITS AWARD AGREEMENT


 


This
RESTRICTED SHARE UNITS AWARD AGREEMENT (this “Agreement”), dated as of the Agreement Date specified
on the Notice of Restricted Share Units Award is made by and between CBAK ENERGY TECHNOLOGY, INC., a Nevada corporation (the “Company”),
and the grantee named in the Notice of Restricted Share Units Award (the “Grantee,” which term as used
herein shall be deemed to include any successor to Grantee by will or by the laws of descent and distribution, unless the context
shall otherwise require). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to them
in the CBAK ENERGY TECHNOLOGY, INC. 2015 Equity Incentive Plan (the “Plan”).


 


BACKGROUND


 


Pursuant
to the Plan, the Company, acting through the Administrator, approved the issuance to Grantee, effective as of the Agreement Date,
of an award of the number of Restricted Share Units (“Restricted Share Units” or “RSUs”)
as is set forth in the attached Notice of Restricted Share Units Award (which is expressly incorporated herein and made a part
hereof, the “Notice”), upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties agree as follows:


 


1. Award
of Restricted Share Units. The Company hereby grants to you, as of the Grant Date, the number of RSUs identified on the
Notice, subject to the restrictions and other terms and conditions set forth in the Notice, this Agreement and the Plan.


 


2. Vesting
of RSUs. Subject to Section 5 hereof, the RSUs awarded by the Notice will vest and become nonforfeitable with respect
to the applicable portion thereof according to the vesting schedule set forth on the Notice to which this Agreement is attached
(the “Vesting Schedule”), subject to Grantee’s continued employment or services through the applicable
vesting dates, as a condition to the vesting of the applicable installment of the RSUs and the rights and benefits under this
Agreement. In the event of a Change in Control, the Administrator, pursuant to the Plan, at its sole discretion, may accelerate
the time at which all or any portion of Grantee’s RSUs will vest. The RSUs which have vested and are no longer subject to
forfeiture are referred to as “Vested RSUs.” All RSUs which have not become Vested RSUs are referred
to as “Nonvested RSUs.”


 


3. Consideration
to the Company. In consideration of the grant of the award of RSUs by the Company, Grantee agrees to render faithful and
efficient services to the Company or any Affiliate. Nothing in the Plan, the Notice or this Agreement shall confer upon Grantee
any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way
the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services
of Grantee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in
a written agreement between the Company or an Affiliate and Grantee.


 






    2


     


    

 


4. Grant
is Not Transferable. During the lifetime of Grantee, the RSUs may not be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution, unless and until the shares of Common Stock (the “Shares”)
underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the RSUs nor any interest
or right therein shall be liable for the debts, contracts or engagements of Grantee or his successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.


 


5. Forfeiture
of Nonvested RSUs. Except as otherwise provided herein, if Grantee's service with the Company terminates for any reason
other than Grantee’s (a) death, (b) Disability, (c) Retirement, or (d) termination by the Company without Cause, any Nonvested
RSUs will be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration
by the Company, and Grantee, or Grantee’s beneficiary or personal representative, as the case may be, shall have no further
rights hereunder. In the event of Grantee’s death, Disability, Retirement, or termination by the Company without Cause,
all Nonvested RSUs shall become fully vested and no longer such just to forfeiture upon the date of such event.


 


6. Payment
upon Vesting.


 


(a) As
soon as administratively practicable following the vesting of any RSUs pursuant to Section 2 hereof, but in no event later than
sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term
deferral” exemption from Section 409A of the Code), the Company shall deliver to Grantee (or any transferee permitted under
Section 4 hereof) a number of Shares (either by delivering one or more certificates for such shares or by entering such shares
in book entry form, as determined by the Company in its sole discretion) equal to the number of RSUs subject to this award that
vest on the applicable vesting date, unless such RSUs terminate prior to the given vesting date pursuant to Section 5 hereof.
Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 6(a), (b) or (c) hereof, then the Shares
shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines
that Shares can again be issued in accordance with Sections 6 (a), (b) and (c) hereof.


 


(b) Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to require payment by Grantee of any sums required by
applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction
from other compensation payable to Grantee or in such other form of consideration acceptable to the Company which may, in the
sole discretion of the Administrator, include:


 


(i) Cash
or check;


 


(ii) Surrender
of Shares (including, without limitation, Shares otherwise issuable under the RSUs) held for such period of time as may be required
by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery
equal to the minimum amount required to be withheld by statute; or


 






    3


     


    

 


(iii)
Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Grantee has
placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided
that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event
not later than the settlement of such sale).


 


The
Company shall not be obligated to deliver any new certificate representing Shares to Grantee or Grantee’s legal representative
or enter such Share in book entry form unless and until Grantee or Grantee’s legal representative shall have paid or otherwise
satisfied in full the amount of all federal, state, local or foreign taxes applicable to the taxable income of Grantee resulting
from the grant or vesting of the RSUs or the issuance of Shares.


 


If
Grantee is subject to the laws of the People’s Republic of China (the “PRC”), Grantee hereby acknowledges
that Grantee is aware of the relevant requirements under the laws of the PRC regarding overseas investment, including the requirements
for approval and registration of overseas securities with competent authorities. Grantee is acquiring the Shares after obtaining
requisite approval or registration from competent authorities of the PRC. Failure to obtain requisite approval or registration
shall relieve the Company, and any Affiliate, of any liability in respect of the failure to issue the Shares subject to the RSUs.
If the failure is revealed or occurs after the issuance of the Shares, the Company shall be entitled, at its sole discretion,
to redeem or request Grantee to transfer the Shares to a transferee who is legally entitled to hold the Restricted Shares at a
redemption price (if any) to be determined by the Administrator in its sole discretion. The Company and its Affiliates shall be
relieved from any liability for any redemption or request for transfer made pursuant to the foregoing.


 


7. Conditions
to Delivery of Shares. Subject to Section 5, the Shares deliverable hereunder, or any portion thereof, may be either previously
authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid
and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior
to fulfillment of all of the following conditions:


 


(a) The
admission of such Shares to listing on all stock exchanges on which such Shares are then listed;


 


(b) The
completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations
of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its
absolute discretion, deem necessary or advisable;


 


(c) The
obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;


 


(d) The
receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one
or more of the forms of consideration permitted under Section 5 hereof; and


 


(e) The
lapse of such reasonable period of time following the vesting of any RSUs as the Administrator may from time to time establish
for reasons of administrative convenience.


 






    4


     


    

 


8. No
Rights as Shareholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a shareholder
of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying
the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such
holder (as evidenced by the appropriate entry of the name of the holder of Shares underlying the RSUs on the register of members
of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date of such
entry.


 


9. Administration.
The Administrator shall have the power to interpret the Plan, the Notice and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules (including,
but not limited to, the determination of whether or not any RSUs have vested). All actions taken and all interpretations and determinations
made by the Administrator in good faith shall be final and binding upon Grantee, the Company and all other interested persons.
Neither any person or persons acting as the Administrator and nor any member of the Administrator shall be personally liable for
any action, determination or interpretation made in good faith with respect to the Plan, the Notice and this Agreement.


 


10. Incorporation
of Terms of Plan. The text of the Plan is incorporated in this Agreement by reference. This Agreement and the Notice are
subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement or
the Notice and one or more provisions of the Plan, the provisions of the Plan will govern.


 


11. Notices.
All notices or other communications which are required or permitted hereunder will be in writing and sufficient if (i) personally
delivered or sent by email, (ii) sent by nationally-recognized overnight courier or (iii) sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:


 


(a) if
to Grantee, to Grantee’s last mailing address or email address reflected on the Company’s records; and


 


(b)if
to the Company, to its principal executive office as specified in any report filed by the Company with the Securities and Exchange
Commission or to such address as the Company may have specified to Grantee in writing, Attention: Corporate Secretary;


 


or
to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance
herewith. Any such communication will be deemed to have been given (i) when delivered, if personally delivered, (ii) on the first
Business Day (as hereinafter defined) after sent by the electronic mail (assuming that there is no error in delivery) or nationally-recognized
overnight courier and (iii) on the fifth Business Day following the date on which the piece of mail containing such communication
is posted, if sent by mail. As used herein, “Business Day” means a day that is not a Saturday, Sunday or a day on
which banking institutions in the city to which the notice or communication is to be sent are not required to be open.


 


12. Entire
Agreement. The Plan, the Notice and this Agreement constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Grantee with respect to the subject matter hereof.


 


13. Amendments,
Suspension and Termination. To the extent permitted by the Plan, the Notice and this Agreement may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that,
except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall
adversely affect the RSUs in any material way without the prior written consent of Grantee.


 






    5


     


    

 


14. Successors
and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement
shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth
in Section 4 hereof, this Agreement shall be binding upon Grantee and his heirs, executors, administrators, successors and assigns.


 


15. Governing
Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Nevada, without regard
to the principles of conflicts of law thereof.


 


16. Conformity
to Securities Laws. Grantee acknowledges that the Plan, the Notice and this Agreement are intended to conform to the extent
necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by
the Securities and Exchange Commission thereunder, state and applicable foreign securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform
to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Notice and this Agreement shall
be deemed amended to the extent necessary to conform to such laws, rules and regulations.


 


17. No
Waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other or subsequent
breach or condition, whether of like or different nature.


 


18. Grantee
Undertaking. Grantee hereby agrees to take whatever additional actions and execute whatever additional documents the Company
may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions
imposed on Grantee pursuant to the express provisions of this Agreement.


 


19. Severability.
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this
Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


20. WAIVER
OF JURY TRIAL. GRANTEE HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


21. Section
409A. The RSUs are intended to be exempt from Section 409A of the Code this Agreement shall be administered and interpreted
in accordance with such intent. The Administrator reserves the right to unilaterally amend this Agreement without the consent
of Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and Grantee
hereby acknowledges and consents to such rights of the Administrator.


 




    6


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Share Units Award Agreement as of the date first written
above.


 


	 	CBAK
    ENERGY TECHNOLOGY, INC.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	               
	 	 	 
	 	GRANTEE:
	 	 	 
	 	 	 
	 	Name:	 


 


 


7