NOTICE
OF GRANT OF RESTRICTED STOCK UNIT AWARD

    


    FUQI
INTERNATIONAL, INC.

    2009
OMNIBUS INCENTIVE PLAN

    


    FOR GOOD
AND VALUABLE CONSIDERATION, Fuqi International, Inc. (the “Company”) hereby
grants, pursuant to the provisions of the Company’s 2009 Omnibus Incentive Plan
(the “Plan”), to the Participant designated in this Notice of Grant of
Restricted Stock Unit Award (the “Notice”) the number of shares of the common
stock of the Company set forth in the Notice, subject to certain restrictions as
outlined below in this Notice and the additional provisions set forth in the
attached Terms and Conditions of Restricted Stock Unit Award (the
“Agreement”).  Also enclosed is a copy of the information statement
describing important provisions of the Plan.

    


    Participant:          [__________]

    


    Grant
Date:           [__________]

    


    #
of Restricted Stock
Units:          [________]

    


    Purchase
Price:       Subject to the
withholding provisions of Section 5 of the Terms and Conditions, this Restricted
Stock Unit Award does not require the Participant to pay any purchase price or
other cash consideration in connection with this Award, including the issuance
or delivery of Common Stock upon vesting of the Award.

    


    Vesting
Schedule:       Subject to the
provisions contained in Sections 4, 5 and 6 of the Terms and Conditions, this
Restricted Stock Unit Award shall vest, and the applicable Restrictions set
forth in the Terms and Conditions shall lapse in accordance with the following
schedule, in the event the Participant does not have a Termination of Service
prior to the applicable vesting date:

    


    
      
        
          
            
              	
                      Date of Vesting

                    	 	
                      Cumulative Amount Vested

                    
	
                      [Sample
      Vesting Schedule]

                    	 	 
      
	
                      First
      Anniversary of Grant Date

                    	 	
                      25%

                    
	
                      Second
      Anniversary of Grant Date

                    	 	
                      50%

                    
	
                      Third
      Anniversary of Grant Date

                    	 	
                      75%

                    
	
                      Fourth
      Anniversary of Grant Date

                    	 	
                      100%]

                    


            

          

        

      

    

    


    Change in
Control:  Unless otherwise specified in this Notice, no
accelerated vesting of any Restricted Stock Units shall occur in the event of a
Change in Control of the Company (as defined in and subject to the provisions of
the Plan).

    


    Forfeiture:  The
Participant’s rights in the Restricted Stock Unit Award on which the
Restrictions have not lapsed pursuant to the vesting schedule provisions above
shall be forfeited in full in the event of the Participant’s Termination of
Service for any reason.

    


    By
signing below, the Participant agrees that this Restricted Stock Unit Award is
granted under and governed by the terms and conditions of the Company’s 2009
Omnibus Incentive Plan and the attached Terms and Conditions.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Participant

                                	 	
                                  Fuqi
      International, Inc.

                                
	 
      	 
      	 	 
      	 
      
	
                                   

                                	 	
                                  By:

                                	 
      
	 
      	 
      	 	
                                  Title:

                                	
                                   

                                
	
                                  Date:

                                	 
      	 	
                                  Date:

                                	
                                   

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TERMS
AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD

    


    These
Terms and Conditions of Restricted Stock Unit Award relates to the Notice of
Grant of Restricted Stock Unit Award (the “Notice”) attached hereto, by and
between Fuqi International, Inc. (the “Company”), and the person identified in
the Notice (the “Participant”).

    


    The Board
of Directors of the Company has authorized and approved the 2009 Omnibus
Incentive Plan (the “Plan”), which has been approved by the Company’s
stockholders.  The Committee has approved an award to the Participant
of a number of shares of the Company’s common stock, conditioned upon the
Participant’s acceptance of the provisions set forth in the Notice and these
Terms and Conditions within 60 days after the Notice and these Terms and
Conditions are presented to the Participant for review.  For purposes
of the Notice and these Terms and Conditions, any reference to the Company shall
include a reference to any Affiliate.

    


    1.           Grant of Restricted Stock
Units.

    


    (a)           As
of the Grant Date set forth in the Notice of Grant, the Company grants to the
Participant the number of Restricted Stock Units set forth in the Notice of
Grant (the “Units”), which represent shares of the Company’s Common
Stock.  The Units are subject to the restrictions set forth in Section
2 of this Agreement, these Terms and Conditions, the provisions of the Plan and
the other provisions contained in these Terms and Conditions.

    


    (b)           The
Units granted under this Agreement shall be reflected in a bookkeeping account
maintained by the Company during the Restricted Period.  If and when
the restrictions set forth in Section 2 expire in accordance with the terms of
this Agreement, and upon the satisfaction of all other applicable conditions as
to the Units, such Units (and any related Dividend Units described in Section
1(c) below) not forfeited pursuant to Section 4 hereof shall be settled in cash
or shares of Common Stock as provided in Section 1(e) of this Agreement and
otherwise in accordance with the Plan.

    


    (c) With respect to each Unit, whether
or not vested, that has not been forfeited (but only to the extent such award of
Units has not been settled for cash or Common Stock), the Company shall, with
respect to any cash dividends paid on the Common Stock, accrue and credit to the
Participant’s bookkeeping account a number of Units having a Fair Market Value
as of the date such dividend is paid equal to the cash dividends that would have
been paid with respect to such Unit if it were an outstanding share of Common
Stock (the “Dividend Units”).  These Dividend Units thereafter shall
(i) be treated as Units for purposes of future dividend accruals pursuant to
this Section 1(c); and (ii) vest in such amounts (rounded to the nearest whole
Unit) at the same time as the Units with respect to which such Dividend Units
were received.  Any dividends or distributions on Common Stock paid
other than in cash shall accrue in the Participant’s bookkeeping account and
shall vest at the same time as the Units in respect of which they are made (in
each case in the same form, based on the same record date and at the same time,
as such dividend or other distribution is paid on such Common
Stock).

    


    (d)           The
Company’s obligations under this Agreement (with respect to both the Units and
the Dividend Units, if any) shall be unfunded and unsecured, and no special or
separate fund shall be established and no other segregation of assets shall be
made.  The rights of Participant under this Agreement shall be no
greater than those of a general unsecured creditor of the Company.  In
addition, the Units shall be subject to such restrictions as the Company may
deem advisable under the rules, regulations and other requirements of the
Securities and Exchange Commission, any stock exchange upon which Common Stock
is then listed, any Company policy and any applicable federal or state
securities law.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (e)           Except
as otherwise provided in this Agreement, settlement of the Units in accordance
with the provisions of this Section 1(e) shall be delivered as soon as
practicable after the end of the Restricted Period, and upon the satisfaction of
all other applicable conditions as to the Units (including the payment by the
Participant of all applicable withholding taxes).  The Units so
payable to the Participant shall be paid solely in shares of Common Stock,
solely in cash based on the Fair Market Value of the Common Stock (determined as
of the first business day next following the last day of the Restricted Period),
or in a combination of the two, as determined by the Committee in its sole
discretion.

    


    2.           Restrictions.

    


    (a)           The
Participant shall have no rights as a stockholder of the Company by virtue of
any Unit unless and until such Unit vests and resulting shares of Common Stock
are issued to the Participant:

    


    (b)            None
of the Units may be sold, transferred, assigned, pledged or otherwise encumbered
or disposed of during the Restricted Period, except as may be permitted by the
Plan or as otherwise permitted by the Committee in its sole discretion or
pursuant to rules adopted by the Committee in accordance with the
Plan.

    


    (c)           Any
attempt to dispose of the Units or any interest in the Units in a manner
contrary to the restrictions set forth in this Agreement shall be void and of no
effect.

    


    3.           Restricted
Period and Vesting.  The “Restricted
Period” is the period beginning on the Grant Date and ending on the date the
Units, or such applicable portion of the Units, are deemed vested under the
schedule set forth in the Notice  Subject to the provisions contained
in Section 4, 5 and 6, the Units shall be deemed vested and no longer subject to
forfeiture under Section 4 upon expiration of the Restricted Period, and the
satisfaction of all other applicable conditions as to the Units (including the
payment by the Participant of all applicable withholding taxes).

    


    4.           Forfeiture.

    


    Subject
to Section 6 hereof, if during the Restricted
Period (i) the Participant incurs a Termination of Service, (ii) there
occurs a material breach of the Notice or these Terms and Conditions by the
Participant, or (iii) the Participant fails to meet the tax withholding
obligations described in Section 5(b) hereof, all rights of the Participant to
the Units that have not vested in accordance with Section 3 as of the date of
such termination shall terminate immediately and be forfeited in their
entirety.

    


    5.           Withholding.

    


    (a)           The
Committee shall determine the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any income recognized
by the Participant with respect to the Units.

    


    (b)           The
Participant shall be required to meet any applicable tax withholding obligation
in accordance with the provisions of the Plan.

     

    
      
         

      

      
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    (c)           Subject
to any rules prescribed by the Committee, the Participant shall have the right
to elect to meet any withholding requirement (i) by having withheld from this
Award at the appropriate time that number of whole shares of Common Stock whose
Fair Market Value is equal to the amount of any taxes required to be withheld
with respect to such Award, (ii) by direct payment to the Company in cash of the
amount of any taxes required to be withheld with respect to such Award or (iii)
by a combination of shares and cash.

    


    6.           Committee’s
Discretion.  Notwithstanding
any provision of this Agreement to the contrary, the Committee shall have
discretion under Section 7.02(b) of the Plan to waive any forfeiture of the
Units as set forth in Section 4 hereof, the Restricted Period and any other
conditions set forth in this Agreement.

    


    7.           Defined
Terms.  Capitalized terms
used but not defined in the Notice and Agreement shall have the meanings set
forth in the Plan, unless such term is defined in any Employment Agreement
between the Participant and the Company or an Affiliate.  Any terms
used in the Notice and Agreement, but defined in the Participant’s Employment
Agreement are incorporated herein by reference and shall be effective for
purposes of the Notice and these Terms and Conditions without regard to the
continued effectiveness of the Employment Agreement.

    


    8.           Nonassignability.  The Units may not
be sold, assigned, transferred (other than by will or the laws of descent and
distribution, or to an inter vivos trust with respect to which the Participant
is treated as the owner under Sections 671 through 677 of the Code), pledged,
hypothecated, or otherwise encumbered or disposed of until the restrictions on
such Units, as set forth in the Notice and Agreement, have lapsed or been
removed.

    


    9.           Participant
Representations.  The Participant
hereby represents to the Company that the Participant has read and fully
understands the provisions of the Notice, these Terms and Conditions and the
Plan and the Participant’s decision to participate in the Plan is completely
voluntary.  Further, the Participant acknowledges that the Participant
is relying solely on his or her own advisors with respect to the tax
consequences of this restricted stock award.

    


    10.           Regulatory
Restrictions on the Units.  Notwithstanding
any other provision of the Plan, the obligation of the Company to issue Common
Stock in connection with this Award under the Plan shall be subject to all
applicable laws, rules and regulations and such approval by any regulatory body
as may be required.  The Company reserves the right to restrict, in
whole or in part, the delivery of Common Stock pursuant to these Terms and
Conditions prior to the satisfaction of all legal requirements relating to the
issuance of such shares, to their registration, qualification or listing or to
an exemption from registration, qualification or listing.

    


    11.           Miscellaneous.

    


    
      	
               
      

            	
              11.1

            	
              Notices.  All
      notices, requests, deliveries, payments, demands and other communications
      which are required or permitted to be given under these Terms and
      Conditions shall be in writing and shall be either delivered personally or
      sent by registered or certified mail, or by private courier, return
      receipt requested, postage prepaid to the parties at their respective
      addresses set forth herein, or to such other address as either shall have
      specified by notice in writing to the other.  Notice shall be
      deemed duly given hereunder when delivered or mailed as provided
      herein.

            


    

     

    
      
         

      

      
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              11.2

            	
              Waiver.  The
      waiver by any party hereto of a breach of any provision of the Notice or
      these Terms and Conditions shall not operate or be construed as a waiver
      of any other or subsequent breach.

            


    

    


    
      	
               
      

            	
              11.3

            	
              Entire
      Agreement.  These Terms and Conditions, the Notice and
      the Plan constitute the entire agreement between the parties with respect
      to the subject matter hereof.

            


    

    


    
      	
               
      

            	
              11.4

            	
              Binding Effect;
      Successors.  These Terms and Conditions shall inure to
      the benefit of and be binding upon the parties hereto and to the extent
      not prohibited herein, their respective heirs, successors, assigns and
      representatives.  Nothing in these Terms and Conditions, express
      or implied, is intended to confer on any person other than the parties
      hereto and as provided above, their respective heirs, successors, assigns
      and representatives any rights, remedies, obligations or
      liabilities.

            


    

    


    
      	
               
      

            	
              11.5

            	
              Governing
      Law.  The Notice and these Terms and Conditions shall be
      governed by and construed in accordance with the laws of the State of
      Delaware.

            


    

    


    
      	
               
      

            	
              11.6

            	
              Headings.  The
      headings contained herein are for the sole purpose of convenience of
      reference, and shall not in any way limit or affect the meaning or
      interpretation of any of the terms or provisions of these Terms and
      Conditions.

            


    

    


    
      	
               
      

            	
              11.7

            	
              Conflicts;
      Amendment.  The provisions of the Plan are incorporated
      in these Terms and Conditions in their entirety.  In the event
      of any conflict between the provisions of these Terms and Conditions and
      the Plan, the provisions of the Plan shall control.  The
      Agreement may be amended at any time by written agreement of the parties
      hereto.

            


    

    


    
      	
               
      

            	
              11.8

            	
              No Right to Continued
      Employment.  Nothing in the Notice or these Terms and
      Conditions shall confer upon the Participant any right to continue in the
      employ or service of the Company or affect the right of the Company to
      terminate the Participant’s employment or service at any
    time.

            


    

    


    
      	
               
      

            	
              11.9

            	
              Further
      Assurances.  The Participant agrees, upon demand of the
      Company or the Committee, to do all acts and execute, deliver and perform
      all additional documents, instruments and agreements which may be
      reasonably required by the Company or the Committee, as the case may be,
      to implement the provisions and purposes of the Notice and these Terms and
      Conditions and the Plan.

            


    


    
      
         


      

      
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