Unassociated Document


    Executive Employment
Agreement

    for Wenbing Christopher
Wang

     

    THIS
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 22 day of
July, 2008, by and between Fushi Copperweld, Inc., a Nevada corporation
(“Company”), and Wenbing Christopher (Christopher) Wang, an individual resident
of the People’s Republic of China (“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
the Company is engaged in the manufacture, distribution, and sale of bimetallic
wire and other bimetallic products; and

     

    WHEREAS,
the Company desires to continue to employ Executive to serve as a senior
executive of the Company consistent with the terms and conditions set forth
herein and Executive desires to accept such continued employment with the
Company consistent with such terms and conditions upon the date of the execution
of this Agreement (the “Effective Date”);

     

    NOW,
THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:

     

    1.    Employment.  Company hereby confirms
its employment relationship with Executive, and Executive hereby accepts the
continuation of such employment relationship on the terms and conditions
hereinafter set forth.

     

    2.    Term of
Employment.  The initial term of this
Agreement shall be a two-year period commencing on the Effective Date and
terminating on the second anniversary of the Effective Date (the “Term”) unless
the Agreement is terminated earlier consistent with the provisions herein;
provided that such Term shall be automatically extended for an additional
two-year period upon the same terms and conditions contained herein on the
expiration date of the Initial Term and on any additional term (each period
being the “Term”) unless a written notice of non-renewal is given by either
party at least six full months prior to the expiration date of the then current
Term.

     

    3.    Nature of
Employment.  Executive shall be employed as
President and Chief Financial Officer of the Company and Executive shall perform
duties consistent with such position and duties assigned by and subject to the
direction of the Company’s Chief Executive Officer and the Board of Directors
(the “Board”) as designated in writing from time to time.  Executive
agrees to continue to serve as an executive officer and director of the Company
and will serve in such roles for other entities affiliated with the Company, if
requested, with no additional compensation.  Executive shall be
principally based at the offices of the Company in Beijing and Dalian, China
although Executive’s employment will routinely require international travel for
business relating to the Company and/or its affiliates.  During the
Term (including any extensions or renewals thereof), Executive shall have no
other employment or provide services to any other person or entity other than
the Company and any affiliated entities without the prior written consent of the
Board.  Accordingly, Executive agrees to devote his full working time
to the business of the Company; provided, however, nothing herein contained
shall restrict or prevent Executive from owning and dealing in stocks, bonds,
securities, real estate, commodities, or other investment properties for his own
benefit or the benefit of his family.  Further, nothing herein
contained shall restrict or prevent Executive, subject to the prior approval of
the Board, from serving on the board of directors of any entity, including any
charitable, religious or civic entity, which does not directly or indirectly
compete with the Company and does not materially interfere with his duties and
responsibilities with the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    4.    Compensation.

     

    (a)    Annual Base
Salary.  Executive’s annual base salary for the services
rendered on behalf of the Company and its subsidiaries during the Term shall be
no less than $200,000.00 per year, subject to applicable withholdings and
deductions, payable in equal bi-weekly installments.  From time to
time during the Term, Executive’s base salary may be increased at the discretion
of the Board, but shall in no event be decreased from the amount of the base
salary set forth herein.  The Board shall review Executive’s base
salary at least on an annual basis.

     

    (b)    Stock Incentive
Compensation.  Executive shall participate in the Company’s
2007 Stock Incentive Plan (the “Plan”) on the terms and in an amount determined
by the Board in the Board’s sole discretion.  Any such participation,
including any previous grants of stock options under the Plan, shall be, at all
times, governed by the applicable terms and requirements of the Plan and subject
to all laws, rules, regulations and approvals in any applicable jurisdiction
including, but not limited to, the United States and the People’s Republic of
China.

     

    (c)    Annual Cash Performance
Bonus.  In addition to Executive’s base salary, Executive shall
be entitled to participate during the Term in an annual cash bonus plan
generally made available to senior executives of the Company, including any cash
bonus plans and equity incentive plans sponsored by the Company.  Any
annual cash bonus shall be paid to Executive within two and one-half (2.5)
months following the end of the fiscal year in which the Executive has a right
to payment of the bonus.

     

    5.    Expenses.  Executive is authorized
to incur reasonable expenses in connection with the business of Company,
including reasonable expenses for business travel and similar items, in
accordance with Company’s business expense policy in effect from time to
time.  Company will reimburse Executive for all such expenses during
any calendar year upon the presentation by Executive, from time to time, of an
itemized account of expenditures applicable to such calendar year, but in no
event later than the end of the calendar year following the calendar year in
which such expenditures occurred.  Executive is entitled to travel in
business class when traveling internationally or domestically if the flying time
exceeds three (3) hours.

     

    
      
         

      

      
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    6.    Vacation.  Executive shall be
entitled to paid vacations during each calendar year of the Term at such times
and for such duration as may be determined by the Board, taking into
consideration the needs and requirements of Company for Executive’s services;
provided, however, the minimum paid vacation to which Executive shall be
entitled in any calendar year is three (3) weeks, and Executive is not entitled
to payment for any unused vacation as of the end of any calendar
year.

     

    7.    Additional
Benefits.  During the Term, the Company
shall pay for and provide Executive with a term life insurance policy in an
amount of $200,000.00 at standard, non-smoking insurance premium rates (or such
lesser amount that can be provided at the same cost as such
policy).  During the Term, the Company shall provide Executive the
same or substantially the same pension or welfare benefits as the Company
provides to its  U.S.-based senior executives generally.

     

    8.    Death During
Employment.  If Executive dies during the
Term, Company shall pay to the estate of Executive (i) any accrued and unpaid
salary and (ii) any accrued and unpaid bonus for any prior fiscal year, and
(iii) a pro rata amount of any bonus payable with respect to the fiscal year of
service in which death occurs (such pro rata amount determined by multiplying
the bonus that would have been paid for the full fiscal year had the Executive
survived by a ratio, the numerator of which is the number of days since the
beginning of the fiscal year until the date of death and the denominator of
which is 365).  This Agreement shall thereupon terminate, and Company
shall have no further obligation to the estate of Executive.

     

    9.    Permanent Disability During
Employment.  If Executive becomes permanently
disabled during the Term, Company shall pay to Executive any accrued and unpaid
base salary to which he would otherwise be entitled to the end of the month in
which such permanent disability occurs.  Thereafter, the Executive
shall continue to receive his then base salary, minus any payments provided by
the Company’s benefit plans (including disability benefits paid pursuant to
Section 7 above), if any, and by any government sponsored program, for a six (6)
month period from the date of permanent disability.  This Agreement
shall thereupon terminate and Company shall have no further obligation to
Executive except as may be provided under Company’s long-term disability plans
during the term of such disability and any pro rata portion of any bonus or
incentive plan.  Permanent disability for purposes of this Agreement
shall mean a physical or mental condition of Executive that renders Executive
incapable of performing the essential duties of his job and which condition
shall be medically determined to be of permanent duration as same is construed
under Company’s disability plans.

     

    10.    Termination for
Cause.  Company may terminate Executive’s
employment at any time “for Cause.”  The term “for Cause” shall mean
any act or failure to act on the part of the Executive which
constitutes:  (i) an unauthorized use or disclosure by the Executive
of the Company’s confidential information or trade secrets, which use or
disclosure causes material harm to the Company; (ii) a material breach by the
Executive of any agreement between the executive and the Company; (iii) a
material failure by the Executive to comply with the Company’s written policies;
(iv) the Executive’s indictment of, or plea of “guilty” or “no contest” to, a
felony under the laws of the United States or any state thereof or any foreign
jurisdiction in which the Company conducts business which if occurring in the
United States would constitute a felony under its laws or the laws of any state
thereof; (v) the Executive’s gross negligence or willful misconduct that results
in material harm to the Company; or (vi) a continual failure by the Executive to
perform assigned duties after receiving written notification of such failure
from the Board.  Company shall be entitled to terminate the employment
relationship hereunder upon thirty (30) days’ prior written notice to Executive,
which notice shall state the reason for such termination, and during such notice
period Executive shall be removed from his duties and
responsibilities.  In the event of a termination for cause, Company
shall pay Executive any accrued and unpaid salary and any accrued and unpaid
bonus for any prior fiscal year, and Company shall have no further obligation or
liability to Executive under this Agreement.

     

    
      
         

      

      
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    11.    Termination for Good
Reason.  If
any of the following events occurs after the Effective Date, the Executive may
resign from his employment for Good Reason by giving written notice of
resignation within 60 days following such event:

     

    (a)    a
material reduction in the scope of the Executive’s assigned duties and
responsibilities from those in effect under this Agreement on the Effective Date
or the assignment of duties or responsibilities that are inconsistent with the
Executive’s status in the Company;

     

    (b)    a
material reduction by the Company in the Executive’s base salary;

     

    (c)    the
failure by the Company to continue to provide the Executive with benefits
substantially similar to those specified in Section 7 of this Agreement unless
the new owner of the Company or the Company deem it necessary to change such
benefits in order to conform to applicable law; or

     

    (d)    any
material breach of this Agreement by the Company.

     

    Any
written notice of resignation for Good Reason shall describe in reasonable
detail the circumstances believed to constitute Good
Reason.  Notwithstanding Executive’s provision of a notice of
resignation for Good Reason, the Company has a right to remedy or cure for a
period of 30 days following its receipt of such notice the circumstances
described by the Executive as constituting Good Reason and Executive’s
resignation shall become effective on the 31st day following notice to the
Company if the Company fails to remedy or cure the circumstances constituting
Good Reason within such 30-day period.

     

    12.    Severance upon Termination
Without Cause or for Good Reason.  If, during the Term, Company
terminates Executive’s employment with the Company and its subsidiaries for any
reason other than for Cause or Executive’s death or disability, or Executive
terminates his employment for Good Reason (not including Company’s or
Executive’s non-renewal of the Term) and Executive executes and delivers to the
Company a valid and effective release of all claims against the Company and its
affiliates in a form and format as prepared and provided by the Company, the
Executive shall be entitled to receive (i) a lump sum cash payment in the amount
of any accrued and unpaid salary as of his date of termination, (ii) a lump sum
cash payment equal to any accrued and unpaid bonus for any prior fiscal year,
(iii) a lump sum cash payment equal to the pro rata amount of any bonus payable
with respect to the fiscal year in which termination occurs (such pro rata
amount determined by multiplying the bonus that would have been paid for the
full fiscal year had the Executive continued to render service to the Company as
of the last day of the fiscal year multiplied by a ratio, the numerator of which
is the number of days since the beginning of the fiscal year until the date of
termination and the denominator of which is 365), (iv) an amount equal to the
sum of (a) 50% of his then current annual base salary and (b) 50% of the average
annual cash bonus payments paid by the Company to the Executive during the
preceding three (3) fiscal years of the Company, and such sum shall be payable
in six (6) substantially equal monthly payments; provided that each payment is
intended to constitute a separate payment within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (“Code”).  Further, the
Company shall continue the medical and life insurance benefits which Executive
was receiving on the date of his termination, if any, with any related costs to
be paid by Executive being no more than what Executive had been paying prior to
the date of termination, for a period of six (6) months after the date of his
termination; provided such continued coverage shall end on the date Executive
has commenced employment elsewhere and becomes eligible for participation in a
similar type of benefit program of his successor employer.  Except as
provided in this Section 12, Executive shall not be entitled to any other
severance benefits from the Company or any of its subsidiaries or affiliates,
and the Company shall have no other obligation or liability to Executive under
this Agreement.

     

    
      
         

      

      
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    13.    Board/Committee
Resignation.  Upon termination of Executive’s
employment for any reason, Executive agrees to resign, as of the date of such
termination and to the extent applicable, from the Board (and any committees
thereof) and the Board of Directors (and any committees thereof) of any of the
Company’s affiliates for which he may serve as a Director.

     

    14.    Property of
Company.  Executive agrees that upon the
termination of his employment he will turn over to Company all property and
confidential information of Company which has come into his possession while an
Executive of Company.

     

    15.    Covenants by
Executive.

     

    (a)    Non-Competition.

     

    (i)           During
his employment with the Company and for a period of twelve (12) months following
the termination of such employment, by either party and regardless of reason,
Executive shall not participate, directly or indirectly, as a partner, officer,
director, stockholder, consultant, employee, agent, independent contractor or
otherwise, in any Competitive Business.  For the purpose of this
provision, the term “Competitive Business” means any individual or entity
engaged in the research and development, manufacture, distribution, and/or sale
of copper-clad aluminum (“CCA”) and/or copper-clad steel (“CCS”) products, such
as wire, strands, tape, and/or other CCA and/or CCS product.

     

    
      
         

      

      
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    (ii)           Executive
acknowledges and agrees that the market for CCA and/or CCS products is highly
competitive and highly dependent on confidential information and trade
secrets.  In addition, Executive acknowledges and agrees that the
market for CCA and/or CCS products is international in scope; the market is not
limited to any particular geographic region; and that the number of potential
customers and businesses involved in CCA and/or CCS products is relatively
limited when compared with the market for other types of wire
products.  Accordingly, Executive acknowledges that the number and
types of occupations in which he is prohibited from engaging during the
non-competition period is narrow and the scope of the non-competition covenant
is reasonable in light of the Company’s business and the CCA and/or CCS
industry.  Executive also acknowledges and agrees that this
non-competition covenant will not keep him from earning a living or
participating in the general wire market for individuals and/or entities not
involved in the research and development, distribution, and/or sale of CCA
and/or CCS products, and that the portion of the industry available for
Executive’s potential future employment is more than sufficient to allow him
reasonable opportunities for future employment without any
hardship.

     

    (iii)           Notwithstanding
the foregoing, Executive may hold up to five percent (5%) of the issued and
outstanding publicly traded securities of any company without breaching this
paragraph.

     

    (b)    Non-Solicitation.  Executive shall not,
during and for eighteen (18) months after the termination of his/her employment
with the Company, by either party and regardless of reason, solicit or attempt
to solicit, directly or indirectly, any person or entity who, during Executive’s
employment with the Company, was a customer, employee, independent contractor or
prospect of the Company or provided goods or services to the Company, if such
solicitation or attempted solicitation is for the purpose of inducing the person
or entity to cancel, reduce, or replace services obtained through the Company or
otherwise restrict their business or relationship with the Company.

     

    (c)    Validity of
Covenants.  Executive agrees that the
covenants contained in this Section are reasonably necessary to protect the
legitimate interests of Company, are reasonable with respect to time, territory
and scope, and do not interfere with the interests of the
public.  Executive further agrees that the descriptions of the
covenants contained in this Section are sufficiently accurate and definite to
inform Executive of the scope of such covenants.  Executive agrees
that the Term and termination provisions contained in Sections 2, 10, 11, and 12
above constitute fully adequate and sufficient consideration for the covenants
contained in Sections 15 and 17 of this Agreement.

     

    
      
         

      

      
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    (d)    Specific
Performance.  Executive agrees that a breach or
violation of any of the covenants under this Section will result in immediate
and irreparable harm to Company in an amount which will be impossible to
ascertain at the time of the breach or violation and that the award of monetary
damages will not be adequate relief to Company.  Therefore, the
failure on the part of Executive to perform all of the covenants established by
this Section shall give rise to a right to Company to obtain enforcement of this
Section in a court of equity by a decree of specific performance or other
injunctive relief.  This remedy, however, shall be cumulative and in
addition to any other remedy Company may have.

     

    (e)    Survival of
Covenants.  The provisions of this Section 15
shall survive the termination of this Agreement and Executive’s employment for
any reason.

     

    (f)    Nondisclosure
Agreement.  Executive agrees to execute the
Company’s Nondisclosure, Noncompetition, and Intellectual Property
Agreement.

     

    16.    Patent and Trademark
Assignment.  If Executive creates, invents,
designs, develops, contributes to or improves any works of authorship,
inventions, intellectual property, materials, documents or other work product
(including without limitation, research, reports, software, databases, systems,
applications, presentations, textual works, content, or audiovisual materials),
either alone or with third parties, at any time during Executive’s employment
with the Company and within the scope of such employment and/or with the use of
any Company resources, without additional consideration Executive hereby
irrevocably assigns, transfers and conveys to Company, to the maximum extent
permitted by applicable law, all rights, title, and interest in and to any and
all trade secrets, inventions, letters patent, applications for letters patent,
and trademarks whether or not subject to state or federal
trademark.  Executive further agrees to disclose promptly to Company
any such works of authorship, inventions, intellectual property, materials,
documents or other work product, and, at the request and expense of Company, to
apply for letters patent or registration thereon in every jurisdiction
designated by Company.

     

    17.    Confidential
Information.  Executive agrees both during the
Term and thereafter to keep secret and confidential all information labeled
confidential or not generally known which is heretofore or hereafter acquired
concerning the business and affairs of Company, including without limitation,
information regarding trade secrets, proprietary processes, confidential
business plans, market research data and financial data, and further agrees not
to disclose any such information to any person, firm, or corporation or use the
same in any manner other than in furtherance of the business or affairs of
Company or unless such information shall become public knowledge by other means
Executive agrees that such information is a valuable, special, and unique asset
of Company.  Upon the termination of Executive’s employment with
Company, Executive shall immediately return to Company all documents, records,
notebooks, and similar repositories of information relating to confidential
information of Company and/or the development of any inventions.  The
provisions of this Section 17 shall survive the termination of this Agreement
and Executive’s employment for any reason.

     

    
      
         

      

      
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    18.    Waiver of
Breach.  The
waiver by Company or Executive of any breach of a provision of this Agreement
shall not operate or be construed as, a waiver of any subsequent breach by the
parties.

     

    19.    Notice.  All notices, requests, demands,
payments, or other communications hereunder shall be deemed to have been duly
given if in writing and hand delivered or sent by certified or registered mail,
return receipt requested, to the appropriate address indicated below or to such
other address as may be given in a notice sent to all parties
hereto:

     

    
      	
              (a)

            	
              If
      to Company, to:

            
	 
      	
              James
      Todd

            
	 
      	
              Fushi
      Copperweld, Inc.

            
	 
      	
              254
      Cotton Mill Road

            
	 
      	
              Fayetteville,
      Tennessee 37334

            
	 
      	 
      
	
              b)

            	
              If
      to Executive, to:

            
	 
      	
              Christopher
      Wang

            
	 
      	
              TYG
      Center Tower B, Suite 2601

            
	 
      	
              Dong
      San Huan Bie Lu, Bing 2

            
	 
      	
              Chaoyang
      District

            
	 
      	
              Beijing,
      China 100027

            


    

    


    20.    Entire
Agreement.  This Agreement supersedes any and
all other understandings and agreements, either oral or in writing, between the
Executive, on one hand, and the Company and/or any subsidiary or affiliate of
the Company, on the other hand, with respect to the subject matter hereof and
constitutes the sole and only agreement between such persons with respect to
said subject matter.  Each party to this Agreement acknowledges that
no representations, inducements, promises, or agreements, oral or otherwise,
have been made by any party or by anyone acting on behalf of any party, which
are not embodied herein, and that no agreement, statement, or promise not
contained in this Agreement shall be valid or binding or of any force or
effect.  No change or modification of this Agreement shall be valid or
binding upon the parties hereto unless such change or modification is in writing
and is signed by the parties hereto.

     

    21.    Severability.  If any one or more of the
provisions contained in this Agreement shall be held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect for any
reason, that invalidity, illegality, or unenforceability shall not affect any
other provisions hereof, and this Agreement shall be construed as if that
invalid, illegal, or unenforceable provision had never been contained
herein.

     

    22.    Parties Bound.  The terms, promises,
covenants, and agreements contained in this Agreement shall apply to, be binding
upon, and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement may not be
assigned by Company or Executive without the prior written consent of the other
party.

     

    
      
         

      

      
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    23.    Settling
Disputes.  Subject to Section 23(b), in any
dispute, claim, question or difference arises with respect to this Agreement or
its performance, enforcement, breach, termination or validity (a “Dispute”), the
parties will use their reasonable efforts to attempt to settle the
Dispute.

     

    (a)    Arbitration.  Subject to Section 23(b),
except as is expressly provided in this Agreement, if the parties do not reach a
solution within a period of 30 business days following the first notice of the
Dispute by any party to the other, then upon written notice by any party to the
other, the Dispute shall be finally settled by arbitration in accordance with
the following procedures:

     

    
      	
              (1)
        

            	
              The
      matter shall be determined by mandatory arbitration in Nashville,
      Tennessee by a Tennessee corporate lawyer who is rated “AV” by Martindale
      Hubbell Law Directory, who is selected by agreement of the parties to the
      dispute and shall be conducted in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association.  If
      the parties do not agree on the selection of an arbitrator, the arbitrator
      will be selected by the American Arbitration Association based on the
      criteria stated above.  The parties to the dispute shall pay on
      a pro rata basis all fees and expenses charged by the American Arbitration
      Association for its services in selecting an arbitrator.  The
      arbitrator shall base his or her award on applicable law and judicial
      precedent and, unless all parties agree otherwise, shall include in such
      award the findings of fact and conclusions of law upon which the award is
      based.  Judgment on the award rendered by the arbitrator may be
      entered in any court having jurisdiction
  thereof.

            


    

     

    
      	
              (2)
        

            	
              The
      award of the arbitrator will be final and binding as to all the parties to
      the claim, dispute, or controversy and will not be subject to appeal,
      review, or re-examination by a court or the arbitrator, except for fraud,
      perjury, manifest clerical error, or evident partiality or misconduct by
      the arbitrator that prejudices the rights of a party to the
      arbitration.  The award of the arbitrator may include an award
      of any damages other than treble, special, punitive, exemplary, or
      consequential damages, and, pursuant to the pleading of any party to the
      dispute, any court having jurisdiction may enter a judgment of any award
      rendered in the arbitration.  The arbitrator shall award to the
      prevailing party in the arbitration, if any, as determined by the
      arbitrator, all costs incurred by it in connection with the
      arbitration.  Except as otherwise required by law, the
      arbitrator and the parties to the arbitration shall treat the arbitration
      proceeding as strictly confidential and shall not disclose the existence,
      content, or results of the arbitration without the advance written consent
      of every party to the arbitration.

            


    

     

    
      
         

      

      
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              (3)
        

            	
              If
      any party fails to proceed with arbitration as provided herein or
      unsuccessfully seeks to stay such arbitration, or fails to comply with any
      arbitration award, the other party shall be entitled to be awarded costs,
      including reasonable attorneys’ fees, paid or incurred by such other party
      in successfully compelling such arbitration or defending against the
      attempt to stay, vacate or modify such arbitration
  award.

            


    

     

    (b)    Arbitration Does Not
Apply.  Nothing in this shall limit or
prevent a party from seeking to enforce the performance of this Agreement by
injunction or specific performance upon application to a court of competent
jurisdiction without proof of actual damage (and without the requirement of
posting a bond or other security).

     

    24.   Set Off.  Company’s obligation to pay
Executive the amounts provided and to make arrangements provided hereunder shall
be subject to set-off, counterclaim or recoupment of amounts owed by Executive
to the Company or its affiliates.

     

    25.   Withholding
Taxes.  Company may withhold from any
amounts payable under this Agreement such as taxes or other assessments or fees
as may be required to be withheld pursuant to any applicable law or
regulation.

     

    26.   Section 409A of the
Code.  It is
the intention of the parties to this Agreement that no payment or entitlement
pursuant to this Agreement will give rise to any adverse tax consequences to the
Executive under Section 409A of the Code and Department of Treasury regulations
and other interpretative guidance thereunder (if applicable), including that
issued after the date hereof (collectively, “Section 409A”).  The
Agreement shall be interpreted to that end and, consistent with that objective
and notwithstanding any provision herein to the contrary, Executive and the
Company agree to amend this Agreement in order to avoid, if practicable, the
application of such taxes or interest under Section 409A and in a manner to
preserve the economic benefits of this Agreement from Executive’s perspective at
no additional cost to the Company.  Further, no effect shall be given
to any provision herein in a manner that reasonably could be expected to give
rise to adverse tax consequences under that
provision.  Notwithstanding any other provision herein, if the
Executive is a “specified employee” (as defined in, and pursuant to, Treasury
Regulation 1.409A-1(i)) on the date of termination, no payment of compensation
under this Agreement shall be made to the Executive during the period lasting
six (6) months from the date of termination unless the Company determines that
there is no reasonable basis for believing that making such payment would cause
the Executive to suffer any adverse tax consequences pursuant to Section
409A.  If any payment to the Executive is delayed pursuant to the
foregoing sentence, such payment instead shall be made on the first business day
following the expiration of the six-month period referred to in the prior
sentence.  Moreover, in the event the Executive is required to execute
a Release, no amount payable pursuant to Section 12 that is subject to Section
409A shall be paid prior to the expiration of the revocation period without
regard to whether the Executive waives such revocation right prior to the
expiration of such period.  Although the Company shall consult with
the Executive in good faith regarding implementation of this Section 26, neither
the Company nor its employees or representatives shall have liability to the
Executive with respect to any additional taxes that the Executive may be subject
to in the event that any amounts under this Agreement are determined to violate
Section 409A.

     

    
      
         

      

      
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    27.   Executive
Representation.  Executive hereby represents to
the Company that the execution and delivery of this Agreement by Executive and
the Company and the performance by the Executive of Executive’s duties hereunder
shall not constitute breach of, or otherwise contravene, the terms of any
employment agreement or other agreement or policy to which Executive is a party
or otherwise bound.

     

    28.   Cooperation.  Executive shall provide
Executive’s reasonable cooperation in connection with any action or proceeding
(or any appeal from any action or proceeding) which relates to events occurring
during Executive’s employment hereunder.  This provision shall survive
any termination of this Agreement or Executive’s employment.

     

    29.   Captions.  Captions to the Sections
of this Agreement are inserted solely for the convenience of the parties, are
not a part of this Agreement, and in no way define, limit, extend or describe
the scope thereof or the intent of any of the provisions.

     

    30.   Applicable Law.  This Agreement shall be
construed and the legal relationship between the parties determined in
accordance with the laws of the State of Tennessee without application of its
choice of law rules.

     

    31.   Compliance with
Laws.  Executive shall comply with all
applicable laws of the United States concerning foreign corrupt practices or
which in any manner prohibits the giving of anything of value to any official,
agents, or employees of any government, governmental agency, political party or
any officer, employee or agent thereof.  Executive also shall comply
with all applicable anti-corruption laws of the People’s Republic of
China.

     

    32.   Counterparts.  This Agreement may be
signed in counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same
instrument.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as
of the day and year first above written, the corporate party acting through duly
authorized officers.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	 	 	FUSHI
      COPPERWELD, INC.	 
	 	 	 	 	 	 
	 	 	 	By:  	 	 
	
                                                           

                                                        	 	 	 	
                                                           

                                                        	 
	 	 	 	 	 	 
	
                                                           

                                                        	 	 	Title: 	
                                                           

                                                        	 
	
                                                           

                                                        	 	 	 	
                                                           

                                                        	 
	 	 	 	 	 	 
	 	 	 	EXECUTIVE	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
	(Witness) 	 	 	Wenbing
      Christopher Wang	 


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
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