NOTICE
OF GRANT OF RESTRICTED STOCK 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 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 Award (the
“Agreement”).  Also enclosed is a copy of the information statement
describing important provisions of the Plan.

    


    Participant:          [__________]

    


    Grant
Date:           [__________]

    


    #
of Shares of Restricted
Stock:           [________]

    


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

    


    Vesting
Schedule:         Subject to
the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions,
this Restricted Stock 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 of Grant,
no accelerated vesting of any Restricted Shares shall occur in the event of a
Change in Control.

    


    Forfeiture:  The
Participant’s rights in the Restricted Stock 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 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 AWARD

    


    These
Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of
Restricted Stock 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 stockholders of the
Company.  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.

            


    

    


    (a)           Subject
to the terms and conditions of the Plan, as of the Grant Date, the Company
grants to the Participant the number of shares of Common Stock set forth in the
Notice (the “Restricted Shares”), subject to the restrictions set forth in
Paragraph 2 of these Terms and Conditions, the provisions of the Plan and the
other provisions contained in these Terms and Conditions.  If and when
the restrictions set forth in Paragraph 2 expire in accordance with these Terms
and Conditions without forfeiture of the Restricted Shares, and upon the
satisfaction of all other applicable conditions as to the Restricted Shares,
such shares shall no longer be considered Restricted Shares for purposes of
these Terms and Conditions.

    


    (b)           As
soon as practicable after the Grant Date, the Company shall direct that a stock
certificate or certificates representing the applicable Restricted Shares be
registered in the name of and issued to the Participant.  Such
certificate or certificates shall be held in the custody of the Company or its
designee until the expiration of the applicable Restricted Period (as defined in
Paragraph 3).  On or before the date of execution of the Notice, the
Participant has delivered to the Company one or more stock powers endorsed in
blank relating to the Restricted Shares.

    


    (c)           Except
as provided in Paragraph 1(d), in the event that a certificate for the
Restricted Shares is delivered to the Participant, such certificate shall bear
the following legend (the “Legend”):

    


    
      	
               
      

            	
              The
      ownership and transferability of this certificate and the shares of stock
      represented hereby are subject to the terms and conditions (including
      forfeiture) of the Fuqi International, Inc. 2009 Omnibus Incentive Plan
      and a Restricted Stock Award Notice entered into between the registered
      owner and Fuqi International, Inc.  Copies of such Plan and
      Notice are on file in the executive offices of Fuqi International,
      Inc.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    In
addition, the stock certificate or certificates for the Restricted Shares shall
be subject to such stop-transfer orders and other 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 the Common
Stock is then listed, and any applicable federal or state securities law, and
the Company may cause a legend or legends to be placed on such certificate or
certificates to make appropriate reference to such restrictions.

    


    (d)           As
soon as administratively practicable following the expiration of the Restricted
Period without a forfeiture of the Restricted Shares, and upon the satisfaction
of all other applicable conditions as to the Restricted Shares, including, but
not limited to, the payment by the Participant of all applicable withholding
taxes, the Company shall deliver or cause to be delivered to the Participant a
certificate or certificates for the applicable Restricted Shares which shall not
bear the Legend.

    


    
      	
              2.

            	
              Restrictions.

            


    

    


    (a)           The
Participant shall have all rights and privileges of a stockholder as to the
Restricted Shares, including the right to vote and receive dividends or other
distributions with respect to the Restricted Shares, except that the following
restrictions shall apply:

    


    
      (i)  the
Participant shall not be entitled to delivery of the certificate or certificates
for the Restricted Shares until the expiration of the Restricted Period without
a forfeiture of the Restricted Shares and upon the satisfaction of all other
applicable conditions;

    

    


    
      (ii) 
none of the Restricted Shares may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restricted Period applicable to
such shares, except as provided in Section 7.02(c) of 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; and

    

    


    
      (iii)  all
of the Restricted Shares shall be forfeited and returned to the Company and all
rights of the Participant with respect to the Restricted Shares shall terminate
in their entirety on the terms and conditions set forth in Paragraph
4.

    

    


    (b)           Any
attempt to dispose of Restricted Shares or any interest in the Restricted Shares
in a manner contrary to the restrictions set forth in these Terms and Conditions
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 Restricted Shares, or such
      applicable portion of the Restricted Shares, are deemed vested under the
      schedule set forth in the Notice.  The Restricted Shares shall
      be deemed vested and no longer subject to forfeiture under Paragraph 4 in
      accordance with the vesting schedule set forth in the Notice or earlier,
      if specified in the Notice, in the event of a Change in
      Control.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              4.

            	
              Forfeiture.

            


    

    


    (a)           Subject
to Paragraph 6 below, 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 Paragraph 5(b), all rights of the Participant to the
Restricted Shares that have not vested in accordance with Paragraph 3 as of the
date of such termination shall terminate immediately and be forfeited in their
entirety.

    


    (b)           In
the event of any forfeiture under this Paragraph 4, the certificate or
certificates representing the forfeited Restricted Shares shall be canceled to
the extent of any Restricted Shares that were forfeited.

    


    
      	
              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 Restricted Shares.

    


    (b)           The
Participant shall be required to meet any applicable tax withholding obligation
in accordance with the provisions of Section 11.05 of the Plan.

    


    (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
      Discretion.  Notwithstanding any provision of the Notice
      or these Terms and Conditions to the contrary, the Committee shall have
      discretion under the Plan to waive any forfeiture of the Restricted Shares
      as set forth in Paragraph 4, the Restricted Period and any other
      conditions set forth in the Notice or these Terms and
      Conditions.

            


    

    


    
      	
              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
      Restricted Shares 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 Shares, 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 Restricted Shares.  Notwithstanding
      any other provision of the Plan, the obligation of the Company to issue
      Restricted Shares 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 the Restricted Shares 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.

            


    

    


    
      	
               
      

            	
              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.