Executive Employment Agreement for Beihong (Linda) Zhang

Executive Employment Agreement

for Beihong (Linda) Zhang

THIS AGREEMENT is made as of the 1st day of September, 2009, by and between Fushi Copperweld, Inc., a Nevada corporation (“Company”), and Beihong (Linda) Zhang, an individual resident of Illinois, USA (“Executive”).

WITNESSETH:

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

WHEREAS, Company desires to employ Executive as an executive of the Company consistent with the terms and conditions set forth herein and Executive desires to accept 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 employs Executive, and Executive hereby accepts employment on the terms and conditions hereinafter set forth.

2.            Term of Employment . The initial term of employment under this Agreement shall be for a one-year period commencing on the Effective Date and terminating on the one year 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 one 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 nonrenewal 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 Chief Financial Officer and consistent with, as such, Executive shall perform duties consistent with such position and duties assigned by and subject to the direction of the President or any other such executive officer as may be designated in writing from time to time. If requested, Executive agrees to serve as an executive officer or director of the Company or other entity affiliated with the Company with no additional compensation. Executive shall be based at the location of the Company in Fayetteville, Tennessee. During the Term (including any extensions or renewals thereof), Executive shall have no other employment or provide services to any other person other than the Company and any affiliated entities without the prior written consent of the Executive Committee. Accordingly, Executive agrees to devote her 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 her own benefit or the benefit of her family. Further, nothing herein contained shall restrict or prevent Executive, subject to the prior approval of the Executive Committee, from serving on the 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 her duties and responsibilities with the Company.

4.            Compensation .

(a)            Annual Base Salary . Executive’s annual salary rate for the services rendered on behalf of the Company and its subsidiaries during the Term shall be no less than $150,000.00 per year, subject to applicable withholdings and deductions, payable in equal semimonthly installments. From time to time during the Term, Executive’s base salary may be increased at the discretion of the Compensation Committee, but shall in no event be decreased from the amount of the base salary in effect at that time. The Compensation Committee shall review Executive’s base salary at least on an annual basis.

(b)            Annual Cash Bonus . In addition to Executive’s base salary, Executive will be guaranteed a year end performance bonus amount determined by the Board of Directors.

(c)            Equity Award . Stock options in the amount of 100,000 shares at strike price upon signing with three year vesting delineated by:

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.

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 Executive Committee, 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 $150,000.00 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, Executive and, subject to the terms of the applicable plan, her eligible dependents shall have the right to participate in any Executive employee pension or welfare benefit plans provided by Company to its U.S.-based officers generally, including any group life, hospitalization, medical, dental, accidental death and disability, long-term disability income replacement insurance, and retirement plans.

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 her then base salary, minus any payments provided by the Company’s benefit plans (including disability benefits paid pursuant to Section 7 above) 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 their Agreement shall mean a physical or mental condition of Executive that renders Executive incapable of performing the essential duties of her 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 employee and the Company; (iii) a material failure by the Executive to comply with the Company’s written policies in compliance with the laws of the United States or any state thereof; (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 Executive Committee. 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 her 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.

11.            Termination for Good Reason . If any of the following events occurs after the Effective Date, the Executive may resign from her 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 her 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 her 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