EMPLOYMENT AGREEMENT

EXHIBIT 10.30

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“ Employment Agreement ”) dated as of November 12, 2007 (the “ Effective Date ”), among RathGibson, Inc. (the “ Company ”) and its affiliated companies, RGCH Holdings Corp. (“ Holdings ”) and RG Tube Holdings LLC (the “ LLC ”), and Timothy L. Thomsen (the “ Executive ”) (together, the “ Parties ”).

WHEREAS, the Parties wish to establish the terms of the Executive’s employment with the Company.

Accordingly, the Parties agree as follows:

1.

Employment and Acceptance .  The Company, Holdings and the LLC shall employ the Executive, and the Executive shall accept employment, subject to the terms of this Agreement, on the Effective Date.

2.

Term .  Subject to earlier termination pursuant to Section 5 of this Agreement, the employment relationship hereunder shall continue from the Effective Date until August 11, 2009 (the “ Initial Term ”) and shall extend for successive one (1) year terms thereafter, unless any Party shall have given ninety (90) days written notice to the other, prior to the expiration of the Initial Term or extended term, that it does not wish to extend the Term.  As used in this Agreement, the “Term” shall refer to the period beginning on the Effective Date and ending on the date the Executive’s employment terminates in accordance with this Section 2 or Section 5.  In the event that the Executive’s employment terminates, the Company’s obligation to continue to pay all Base Salary (defined below in Section 4.1), as adjusted, Bonus (defined below in Section 4.2), and other benefits then accrued shall terminate except as may be provided for in Section 6 of this Agreement.

3.

Duties and Title .  

3.1

Title .  The Executive shall serve in the capacity of Vice President Global Sourcing, and shall report to the Chief Executive Officer of the Company.  

3.2

Duties .  The Executive will perform such executive duties customarily performed by the Vice President Global Sourcing of a company in similar lines of business as the Company, including such duties as may be assigned to the Executive by the Board of Directors of the LLC (the “ Board ”) or the Chief Executive Officer of the Company or their respective designees.  The Executive will devote all his full business time and attention to the performance of such duties and to the promotion of the business and interests of the Company, Holdings, the LLC, and their subsidiaries.  This Section 3.2, however, shall not prevent the Executive, during the Term, from serving as a member of the board of directors of civic and charitable organizations, provided that such membership does not materially interfere with the Executive’s performance of his duties under this Agreement or conflict with Section 7.3 of this Agreement.  

4.

Compensation and Benefits by the Company .  As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term:

4.1

Base Salary .  The Company will pay to the Executive an annual base salary of $275,000 payable in accordance with the customary payroll practices of the Company (“ Base Salary ”), less applicable withholdings for federal, state, and local taxes.  The Board will review annually the Executive’s Base Salary for upward adjustment.  

4.2

Bonus .  The Executive shall be eligible to receive an annual bonus for each fiscal year during the Term, commencing with the Company’s 2009 fiscal year ( i.e. , commencing February 1, 2008).  The Bonus for the 2009 fiscal year shall include a minimum of $100,000 which shall be payable in two equal installments on each of June 15, 2008 and December 31, 2008, subject to the Executive’s continued employment through such dates.  The Bonus shall be based upon achievement of key performance goals mutually agreed upon between the Executive and the Company’s Chief Executive Officer, with a maximum Bonus equal to 50% of Base Salary.  Except as provided above for the 2009 fiscal year minimum amount, Bonus amounts shall be paid at the same time as paid to other senior executives of the Company, generally within 75 days of the end of the fiscal year to which the bonus relates.  All Bonus amounts shall be reduced for applicable federal, state and local taxes.  

4.3

Signing Bonus .  The Executive shall receive a one-time signing bonus of $50,000, less applicable withholdings for federal, state, and local taxes, which will be paid to him in the first paycheck he receives from the Company.

4.4

Relocation .  The Company shall reimburse the Executive (on a tax neutral grossed up basis) for expenses reasonably incurred by the Executive in connection with the Executive’s relocation to the Chicago, IL area, including, (a) costs associated with up to two “house hunting” trips for the Executive and his family, (b) all costs associated with the selling of the Executive’s existing home, (c) closing costs associated with the purchase of a new home, (d) costs associated with the packing, unpacking and moving of household goods, (e) travel expenses from Dallas to the Executive’s work location through the completion of the Executive’s and his family’s relocation, and (e) reasonable costs incurred by the Executive for temporary living arrangements in the Chicago, IL area, through March 31, 2008.

4.5

Participation in Employee Benefit Plans .  The Executive shall be entitled, if and to the extent eligible, to participate in all of the applicable benefit plans of the Company, pursuant to the terms of such plans.  Notwithstanding the foregoing, the Executive shall not, at any time, receive any personal loans from the Company pursuant to any benefit plan or otherwise.  

4.6

Vacation .  The Executive shall be entitled to three (3) weeks of paid vacation each fiscal year of the Company.  The carry-over of vacation days shall be in accordance with the vacation policy of the Company.  The Executive shall not be entitled to payment for unused vacation days upon the termination of his employment except as set forth in Section 6.2 below.    

4.7

Expense Reimbursement .  The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.

5.

Termination of Employment .

5.1

Death .  The Executive’s employment hereunder shall terminate immediately upon his death.    

5.2

Disability .  The Company may immediately terminate the Executive’s employment due to his “Disability.”  For purposes of this Agreement, “Disability” shall mean a good faith determination by the Board in accordance with applicable law that as a result of a physical or mental injury or illness, the Executive is unable to perform the essential functions of his job with or without reasonable accommodation for a period of (i) ninety (90) consecutive days or (ii) one hundred eighty (180) days in any twelve (12) month period.

5.3

By the Company for Cause .  The Company may immediately terminate the Executive’s employment, for “Cause” (as defined below), by action of the Board, upon written notice by the Board to the Executive identifying the act or acts constituting Cause.  For purposes of this Agreement, “Cause” means: (i) the Executive’s willful and continued failure (other than as a result of incapacity due to mental or physical impairment) to substantially perform his duties hereunder, which is not remedied within ten (10) days after receipt of written notice from the Board specifying such failure; (ii) the Executive’s failure to carry out, or comply with, any lawful and reasonable directive of the Board or the Chief Executive Officer of the Company, which is not remedied within thirty (30) days after receipt of written notice from the Board or the Chief Executive Officer specifying such failure; (iii) the Executive’s conviction of or plea of nolo contendre to any felony or other crime involving moral turpitude; (iv) the Executive’s knowing unlawful use or possession of illegal drugs; or (v) the Executive’s commission of a material bad faith act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence, or breach of fiduciary duty, in each case against the Company, Holdings, the LLC, or any of their subsidiaries.  

5.4

By the Company without Cause .  The Company may immediately terminate the Executive’s employment without Cause at any time without prior notice.

5.5

By the Executive .  The Executive may terminate his employment hereunder at any time, with or without “Good Reason” (as defined below), upon thirty (30) days prior written notice to the Company.  The Executive’s employment shall terminate as of thirty (30) days from the date notice is given, unless, with respect to a notice regarding a termination based on Good Reason, the Company corrects the circumstances constituting Good Reason within such thirty (30) day period.  For purposes of this Agreement, “Good Reason” means, without the Executive’s consent, (i) a reduction in Base Salary or (ii) a material adverse reduction in the Executive’s employee benefits; provided, however, that Good Reason shall not include acts which are cured by the Company within thirty (30) days following the Company’s receipt of written notice from the Executive of the existence of circumstances constituting Good Reason.  Any notice of termination for Good Reason must be given within thirty (30) days following the Executive’s learning of circumstances constituting Good Reason.  

5.6

Removal from any Boards and Position .  If the Executive’s employment is terminated for any reason under this Agreement, he shall be deemed to resign (i) if a member, from the Board or any other board to which he has been appointed or nominated by or on behalf of the Company, Holdings or the LLC or any of their subsidiaries and (ii) from

any position with the Company, Holdings, the LLC, or any of their subsidiaries, including, but not limited to, an officer of the Company.

6.

Obligations upon Termination .

6.1

By the Company for Cause or by the Executive Without Good Reason or Due to Death or Disability .  If (i) the Executive’s employment with the Company terminates due to his death; (ii) the Company terminates the Executive’s employment with the Company for Cause; (iii) the Company terminates the Executive’s employment with the Company due to the Executive’s Disability; or (iv) the Executive terminates his employment with the Company without Good Reason, the Executive or the Executive’s legal representatives (as appropriate), shall be entitled to receive the following:  

(a)

the Executive’s accrued but unpaid Base Salary and benefits set forth in Section 4.5, if any, to the date of termination; and

(b)

expenses reimbursable under Section 4.7 incurred but not yet reimbursed to the Executive to the date of termination ((a) and (b) collectively, the “ Accrued Benefits ”).

6.2

By the Company Without Cause or By the Executive for Good Reason .  If the Company terminates the Executive’s employment without Cause or if the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive the following, upon execution without revocation of a valid general release of all claims against the Company, Holdings, the LLC, and other affiliates, substantially in the form attached hereto as Exhibit A :  

(a)

the Accrued Benefits;

(b)

the Executive’s accrued but unpaid vacation, if any, to the date of termination;

(c)

continued Base Salary for twelve(12) months after the date of termination, payable in monthly installments; and

(d)

continued coverage under the Company’s medical and dental plans for twelve (12) months after the date of termination; provided, that the Company may provide such coverage through reimbursement of the cost of continuation of group health coverage, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, to the extent the Executive is eligible and subject to the terms of the plan and the law.

(e)

the unpaid remaining balance of the fiscal 2009 minimum bonus set forth in section 4.1, if any, subject to the Executive having completed his relocation to the Chicago, IL area.

6.3

Election Not to Extend the Term .  In the event that any Party elects not to extend the Term pursuant to Section 2 of this Agreement, unless the Executive’s employment with the Company is earlier terminated pursuant to Section 5 of this Agreement, the Executive’s termination of employment hereunder (whether or not the Executive continues as an

employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the next scheduled date on which the extension begins, and the Executive shall be entitled to receive the Accrued Benefits.  

6.4

Nondisparagement .  Except in connection with any legal dispute between the Parties or an order of a court or governmental agency with jurisdiction, the Executive shall not at any time (whether during or after the Term) publish or communicate to any person or entity any “Disparaging” (as defined below) remarks, comments or statements concerning the Company, Holdings, the LLC, their parents, subsidiaries and affiliates, and their respective present and former members, partners, directors, officers, shareholders, employees, agents, attorneys, successors and assigns, and the Company, Holdings, and the LLC, shall not at any time (whether during or after the Term) publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Executive and shall instruct their respective present members, partners, directors, and officers to not at any time publish or communicate to any person or entity any Disparaging remarks, comments or statements concerning the Executive.  “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity being disparaged.

7.

Restrictions and Obligations of the Executive .  

7.1

Confidentiality .  i)  During the course of the Executive’s employment by the Company (prior to and during the Term), the Executive has had and will have access to certain trade secrets and confidential and proprietary information relating to the Company, Holdings, the LLC, and their subsidiaries (the “ Protected Parties ”) which is not readily available from sources outside the Company.  The confidential and proprietary information and, in any material respect, trade secrets of the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists; databases; competitive strategies; computer programs, frameworks, or models; marketing programs; sales, financial, marketing, training and technical information; product development (and proprietary product data); and any other information, whether communicated orally, electronically, in writing or in other tangible forms, concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their retail and other businesses.  The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process, technology, and know-how; obtaining and developing the goodwill of their customers; their other external relationships; their data systems and data bases; and all the information described above (hereinafter collectively referred to as “ Confidential Information ”), and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties.  The Executive acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique property of the Protected Parties.  The Executive shall hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company, Holdings or the LLC (prior to and during the Term) and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement).  Except as required by law or an order of a court or governmental agency with jurisdiction, the Executive shall not, during the period the Executive