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”).
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.
(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.
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.
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
