Executive Employment Agreement for Dwight Berry
Executive
Employment
Agreement
for Xxxxxx
Xxxxx
THIS
AGREEMENT
is
made
as of
the
28th
day
of
May, 2008, by and between Fushi Copperweld,
Inc., a Nevada corporation ("Company"),
and
Xxxxxx Xxxxx, an individual
resident
of Mississippi
("Executive").
WHEREAS,
Company
is
engaged
in the manufacture,
distribution,
and
sale
of bimetallic wire and strand products;
and
WHEREAS,
Company desires to employ
Executive as an executive of the Company consistent with the tem1S 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");
OW,
THEREFORE,
in
consideration of the mutual promises contained herein,
the
parties agree as follows:
I.
Xxxxxxxxxx.Xxxxxxx
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 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 Vice President,
Commercial
Development and consistent with,
as
such,
Executive shall perform duties consistent with such position and duties assigned
by and subject to the direction of the Executive
Vice 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 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,
1
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 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 his duties and responsibilities with the Company.
(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 bi-weekly installments.
From
time
to time during the Term, Executive's base salary may be increased at the
discretion of the Executive Committee, but shall in no event be decreased
from
the amount
of the
base salary
in
effect at that time. The Executive 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
may be entitled
to
participate during
the
Term in an annual cash bonus plan and equity incentive plans sponsored by
the
Company
as
may be established
by
the from time to time.
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.
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, his 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,
2
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.
Pennanent
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) 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 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 "glli
..
l1y"
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 his duties
and
responsibilities.
In
the
event of a termination for cause,
3
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;
(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
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
31 st 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 tem1inates 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
4
number
of
days since the beginning of the fiscal year until the date of termination
and
the denominator of which is 365),
(iv)
an
amount equal to the sum of (a) 50%
of
his
then current annual base salary and (b) 50%
of
the
average annual cash bonus payments paid by the Company to the Executive during
the preceding three (3) fiscal years
of
the Company, and such sum shall be payable in six (6) substantially equal
monthly payments; provided that each payment is intended to constitute a
separate payment within the meaning of Section 409A of the Internal Revenue
Code
of 1986, as amended ("Code").
Further,
the
Company shall continue the
medical and life insurance benefits which Executive was receiving on the
date of
his termination,
with
any
related costs to be paid by Executive being no more than what Executive had
been
paying prior to the date of termination, for a period of six (6) months after
the date of his termination;
provided
such continued coverage shall end on the date Executive has commenced employment
elsewhere and becomes eligible for participation in a similar type of benefit
program of his successor employer.
Except
as
provided in this Section 12, Executive shall not be entitled to any other
severance benefits
from the Company or any of its subsidiaries or affiliates, and the Company
shall
have no other obligation or liability to Executive under this
Agreement.
13.
Board/Committee
Resignation.
Upon
termination of Executive's employment
for any reason,
Executive agrees to resign, as of the date of such termination and to the
extent
applicable,
from
the
Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of any of the Company's
affiliates
for
which
he may serve as a Director.
14.
Property
of Company.
Executive
agrees that upon the termination of his employment
he will turn over to Company all property and confidential infonnation of
Company which has come into his possession while
an
Executive of Company.
(a)
Non-competition.
As a
separate document, Executive agrees to sign
Fushi Copperweld's Employee Nondisclosure,
Noncompetition, and Intellectual Property Agreement.
Executive
understands that execution of this agreement is a condition of the effectiveness
of this Executive Employment Agreement.
(b)
Respect
for Economic Relationships.
Executive will not,
during
the
term
of his employment under this Agreement including any renewals or extensions
thereof, and for a period of eighteen (18) months thereafter, in any
fashion,
form,
or
manner, either directly
or
indirectly,
solicit,
interfere
with, or otherwise
be
involved with any customer or person,
firm
or
corporation regularly dealing with Company or directly
or
indirectly interfere with, entice
away,
or otherwise materially adversely affect its relationship with the Company
or
to
diminish its business with the Company, or to cause any other entity to employ
any other employee of Company.
(c)
Validity
of Covenants.
Executive agrees that the covenants contained
in this Section
are
reasonably
necessary to protect the legitimate interests of
5
Company,
are reasonable with respect
to
time,
territory
and
scope,
and do not interfere with the interests of the public. Executive further
agrees
that the descriptions of the covenants contained in this Section are
sufficiently
accurate and definite to inform Executive of the scope of such covenants.
Executive
agrees
that the Term, increase in base salary represented by Section 4(a), and
termination provisions
contained in Sections 2, 10, 11,
and 12
above constitute
fully
adequate
and
sufficient consideration for the covenants contained in Sections 15 and 17
of
this
Agreement.
(d)
Specific
Performance.
Executive
agrees that a breach or violation of
any of
the covenants under this Section will result
in
immediate and irreparable harm to Company in an amount which will be
impossible
to
ascertain at the time of the breach or violation
and
that the award of
monetary
damages
will
not
be
adequate relief
to
Company. Therefore,
the
failure
on the
part of Executive
to
perform all
of
the
covenants established by this Section shall give rise to a right to Company
to
obtain enforcement of this Section in a court of equity by a decree of specific
performance or other injunctive
relief.
This
remedy,
however,
shall
be
cumulative and in addition to any other remedy Company may have.
(e)
Survival
of Covenants.
The
provisions
of
this Section 15 shall
survive
the termination of this Agreement and Executive's employment for any
reason.
16.
Patent
and Trademark Assignment.If
Executive creates, invents,
designs,
develops,
contributes
to or improves any works of authorship,
inventions,
intellectual
property, materials,
documents or other work product (including without limitation,
research,
reports,
software,
databases,
systems,
applications,
presentations,
textual works,
content,
or audiovisual materials),
either
alone or
with
third parties,
at
any
time during Executive's
employment by the Company and within the scope of such employment
and/or
with
the use of any Company resources, without additional consideration Executive
hereby irrevocably assigns,
transfers
and
conveys to Company,
to
the
maximum
extent
permitted by applicable
law,
all
rights,
title,
and
interest
in
and to any and all
trade
secrets, inventions,
letters
patent, applications
for letters patent, and trademarks whether or not subject to state or
federal
trademark. Executive
further
agrees to disclose promptly
to
Company any such works of authorship,
inventions,
intellectual
property, materials,
documents
or other work product,
and,
at
the
request
and
expense of Company,
to
apply
for letters patent or registration
thereon
in every jurisdiction designated by Company. Executive represents that he
has
complied
with
this provision as contained in his employment agreement with the
Company,
dated
January 1,2007.
17.
Confidential
Information.
Executive
agrees both during the Term and thereafter
to keep secret and confidential
all
information
labeled confidential or not generally known which is heretofore or hereafter
acquired concerning the business and affairs of Company,
including
without limitation,
information regarding trade secrets, proprietary processes, confidential
business plans,
market research data and financial data, and further agrees not to disclose
any
such information to any person,
firm,
or
corporation or use the same in any manner other than in furtherance of the
business or affairs of Company or unless such information shall
become public knowledge by other
6
means
Executive agrees that such information is a valuable, special,
and
unique asset of Company.
Upon
the
termination
of Executive's
employment with
Company,
Executive
shall
immediately
return
to
Company
all
documents,
records,
notebooks,
and
similar
repositories
of information relating
to
confidential inforn1ation of Company and/or
the
development of any inventions. The provisions of this Section 17
shall
survive the termination of this
Agreement
and Executive's
employment for any reason.
18.
Waiver
of
Breach.The
waiver
by
Company or Executive
of any breach of a
provision of this Agreement shall not operate or be construed as,
a
waiver
of any subsequent
breach by
the
parties.
19.
Notice.
All
notices, requests, demands, payments, or other communications
hereunder
shall be deemed to have been duly given if in writing
and hand delivered
or
sent
by
certified
or
registered mail,
return
receipt
requested,
to
the
appropriate address
indicated
below
or
to
such other address as may
be
given
in
a
notice
sent
to
all parties hereto:
|
(a)
|
If to Company,
to:
Xxxxx
X Xxxx
Fushi
Copperweld,
Inc.
000
Xxxxxx
Xxxx Xxxx
Xxxxxxxxxxxx,
Xxxxxxxxx
00000
|
|
(b)
|
If to Executive,
to:
Xxxxxx
Xxxxx
0000
Xxxxxxxx Xxxx Xxxxxxx
Xxxxxxx,
XX
00000
|
20.
Entire
Agreement.This
Agreement supersedes any and all other understandings
and agreements,
either
oral or in writing,
between
the Executive,
on
one
hand,
and
the
Company,
the
Subsidiary
or
any
other
subsidiary of the Company,
on
the
other
hand,
with
respect
to the
subject
matter hereof and constitutes
the
sole
and
only
agreement
between such
persons with respect to said subject matter.
Each
party to this
Agreement
acknowledges
that
no
representations,
inducements,
promises,
or
agreements,
oral
or
otherwise,
have
been
made
by
any
party
or
by
anyone
acting
on
behalf
of
any
party,
which
are
not embodied
herein, and that no agreement,
statement,
or
promise
not
contained in this Agreement
shall be valid or binding or of any force or effect.
No
change
or
modification
of this
Agreement shall be valid
or
binding upon the
parties
hereto
unless such change
or
modification is in writing
and is
signed
by
the
parties
hereto.
21.
Severability.
If
anyone
or
more of the provisions
contained
in
this
Agreement
shall be held by a court of competent jurisdiction to be invalid,
illegal,
or
unenforceable in any
respect
for any reason,
that
invalidity,
illegality,
or
unenforceability
7
shall
not
affect any other provisions
hereof, and this Agreement shall be construed as if that invalid, illegal,
or
unenforceable provision had never been contained herein.
22.
Parties
Bound.
The
terms, promises, covenants, and agreements contained in
this
Agreement shall apply to, be binding upon, and inure to the benefit of the
parties hereto and their respective successors and assigns; provided, however,
that this Agreement may not be assigned by Company or Executive without the
prior written consent of the other party.
23.
Settling
Disputes.
Subject
to Section
23(b), in any dispute, claim, question
or difference arises with respect to this Agreement or its performance,
enforcement, breach, termination or validity (a "Dispute"), the parties will
use
their reasonable efforts to attempt to settle the Dispute.
(a)
Arbitration.
Subject
to Section 23(b), except as is expressly provided
in this Agreement, if the parties do not reach a solution within a period
of 30
business days following the first notice of the Dispute by any party to the
other, then upon written notice by any party to the other, the Dispute shall
be
finally settled by arbitration in accordance with the following procedures:
(l)
The
matter shall be determined by mandatory arbitration in Nashville, Tennessee
by a
Tennessee corporate lawyer who is rated "A V" by Martindale Xxxxxxx Law
Directory, who is selected by agreement of the parties to the dispute and
shall
be conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. If the parties do not agree on the selection of
an
arbitrator, the arbitrator will be selected by the American Arbitration
Association based on the criteria stated above. The parties to the dispute
shall
pay on a pro rata basis all fees and expenses charged by the American
Arbitration Association for its services in selecting an arbitrator.
The
arbitrator shall base his or her award on applicable law and judicial precedent
and, unless all parties agree
otherwise, shall include in such award the findings of fact and conclusions
of
law upon which the award is based. Judgment on the award
rendered by
the
arbitrator may be entered in any court having jurisdiction thereof.
(2)
The
award
of the arbitrator will be final and binding as to all the parties to the
claim,
dispute, or controversy and will not be subject to appeal, review, or
re-examination by a court or the arbitrator, except for fraud, perjury, manifest
clerical error, or evident partiality or misconduct by the arbitrator that
prejudices the rights of a party to the arbitration. The award of the arbitrator
may include an award of any damages other than treble, special, punitive,
exemplary, or consequential damages, and, pursuant to the pleading of
any
party
to the dispute, any court having jurisdiction may enter a judgment
of
any
award rendered in the arbitration.
The
arbitrator shall award to the prevailing party in the arbitration, if
any,
as
determined
8
by
the
arbitrator, all costs incurred by it in connection with the arbitration.
Except
as otherwise required by law, the arbitrator and the parties to the arbitration
shall treat the arbitration proceeding as strictly confidential and shall
not
disclose the existence, content, or results of the arbitration without the
advance written consent of every party to the arbitration.
(3)
If
any
party fails to proceed with arbitration as provided herein or unsuccessfully
seeks to stay such arbitration, or fails to comply with any arbitration award,
the other party shall be entitled to be awarded costs,
including
reasonable attorneys' fees, paid or incurred by such other party
in
successfully compelling such arbitration or defending against the attempt
to
stay, vacate or modify such arbitration award.
(b)
Arbitration
Does Not Apply.
Nothing
in this shall limit or prevent a
party
from seeking to enforce the perforn1ance of this
Agreement
by injunction or specific performance upon application to a court of competent
jurisdiction without proof of actual damage (and without the requirement
of
posting a bond or other security).
24.
Set
Xxx.Xxxxxxx's
obligation to pay Executive the amounts provided and
to
make arrangements provided hereunder shall be subject to set-off,
counterclaim
or recoupment of amounts owed by Executive to the Company or its affiliates.
25.
Withholding
Taxes.
Company
may withhold from any amounts
payable
under
this Agreement such Federal, state
and
local taxes as may be required to be withheld pursuant to any applicable
law or
regulation.
26.
Section
409 A of the Code.
It
is the
intention of the parties
to
this
Agreement
that no payment or entitlement pursuant to this Agreement will give rise
to any
adverse tax consequences to the Executive under Section 409A of the Code
and
Department of Treasury regulations and other interpretative guidance
thereunder,
including
that issued after the date hereof (collectively, "Section 409A").
The
Agreement shall be interpreted to that end and,
consistent
with that objective and notwithstanding any provision herein to the
contrary,
Executive
and the Company agree to amend this Agreement in order to avoid,
if
practicable, the application of such taxes
or
interest under Section 409A and in a manner to preserve the economic benefits
of
this Agreement from Executive's
perspective at no additional cost to the Company. Further, no effect shall
be
given to any provision herein in a manner that reasonably could be expected
to
give rise to adverse
tax
consequences under that provision. Notwithstanding any other provision herein,
if the Executive is a "specified
employee" (as defined in,
and
pursuant to,
Treasury
Regulation 1.409A-I(i»
on the date of termination, no payment of compensation under this Agreement
shall be made to the Executive during the period lasting six (6) months from
the
date of termination unless the Company determines that there is no reasonable
basis for believing that making such payment would cause the Executive to
suffer
any adverse tax consequences pursuant to Section 409A.
If
any
payment to the Executive is delayed pursuant to the foregoing
sentence,
such
payment instead shall be made on the first business day following the expiration
of the six-month
9
period
referred to in the prior sentence. Moreover, in the event the Executive is
required to execute a Release, no amount
payable
pursuant to Section 12 that is subject to Section 409A shall be paid prior
to
the expiration of the revocation period without regard to whether the Executive
waives such
revocation right prior to the expiration of such period. Although the Company
shall consult with the Executive in good faith regarding implementation of
this
Section
26, neither the Company nor its employees or representatives shall have
liability
to the
Executive with respect to any additional taxes that the Executive may be subject
to in the event that any amounts under this Agreement are determined to violate
Section 409A.
27.
Executive
Representation.
Executive
hereby represents to the Company that
the
execution and delivery of this Agreement by Executive and the Company and the
performance by the Executive of Executive's duties
hereunder shall not constitute breach of, or otherwise contravene,
the
terms
of any employment agreement or other agreement or policy to which Executive
is a
party or otherwise bound.
28.
Cooperation.
Executive shall provide Executive's reasonable cooperation in
connection with any action or
proceeding
(or any appeal from any action or proceeding) which relates to events occurring
during Executive's employment hereunder.
This
provision shall survive any tennination of this Agreement or Executive's
employment.
29.
Captions.
Captions
to the Sections of this Agreement are inserted solely for
the
convenience
of the parties, are not a part of this Agreement, and in no way
define,
limit,
extend or describe the scope thereof or the intent of any of the provisions.
30.
Counterparts.
This
Agreement may be signed in counterparts,
each
of
which
shall be an original,
with
the
same effect as if the signatures thereto and hereto were upon the same
instrument.
31.
Applicable
Law.
This
Agreement shall be construed and the legal relationship
between the parties determined in accordance with the laws of the State of
Tennessee without application of its choice of law rules.
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