Executive Employment and Non-Competition Agreement



 Exhibit 10.16 
 EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT 
 This EXECUTIVE EMPLOYMENT AND
NON-COMPETITION AGREEMENT (this “Agreement”), dated as of March 23, 2006, is entered into by and between ENERGYSOLUTIONS, LLC, a Utah limited liability company (the “Company”), and PHILIP STRAWBRIDGE (the
“Executive”). 
 WITNESSETH: 
 WHEREAS, the Company is engaged in a variety of activities in connection with the treatment, storage, disposal and transportation of low-level radioactive waste and low-level mixed waste and related field services
(the “Business”), as permitted by certain licenses granted to the Company by certain federal and state regulatory authorities; 
 WHEREAS, the Company, pursuant to the terms of that certain Purchase Agreement, dated as of January 27, 2006, by and among the Company, BNG America (“BNGA”) and British Nuclear Fuels plc (the “Purchase
Agreement”), acquired all of the membership interests in BNG America LLC on February 27, 2006 (the “Transaction”); 
 WHEREAS, in connection with the Transaction, the Company desires to engage the services of the Executive and the Executive desires to be employed by the Company; 
 WHEREAS, the Executive shall office in Salt Lake City, Utah, and reside in Kansas City, Missouri; 
 WHEREAS,
the Executive acknowledges that he will be spending a significant amount of time in Salt Lake City, Utah, and traveling in order to perform his duties as Executive Vice President; 
 WHEREAS, in connection with the execution of this Agreement, the Executive shall be (i) granted membership units (“Membership
Units”) in ENV Holdings, LLC (“ENV Holdings”) such that the Executive will own Membership Units that initially represent 0.40% (subject to dilution for further issuance of additional equity in ENV Holdings) of the aggregate
equity value in excess of $350,000,000, which represents the equity valuation of ENV Holdings determined as of the closing date of the Transaction, on the terms set forth in the Second Amended and Restated Limited Liability Company Agreement of ENV
Holdings which is set forth as Schedule 1 hereto (the “Amended Agreement”) and (ii) granted the opportunity to purchase equity in ENV Holdings in connection with the Equity Sale (as defined below) on the same terms and
of the same class as offered to the other members of the Company; 
 WHEREAS, the Company desires to be assured that the unique and expert
services of the Executive will be substantially available to the Company, and that the Executive is willing and able to render such services on the terms and conditions hereinafter set forth; and 







 WHEREAS, the Company desires to be assured that the confidential information and goodwill of the Company
will be preserved for the exclusive benefit of the Company. 
 AGREEMENT: 
 NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows: 
  

	1.	Employment and Position. Subject to Section 2, the Company hereby employs the Executive as its Executive Vice President, and the Executive hereby accepts such
employment under and subject to the terms and conditions hereinafter set forth. 

  

	2.	Term. The term of employment under this Agreement shall begin on the date hereof and, unless sooner terminated as provided in Section 6, shall conclude on the 3rd
anniversary of the date hereof (the “Employment Term”). 

  

	3.	Duties. The Executive shall perform services in a managerial capacity in a manner consistent with the Executive’s position as Executive Vice President of the Company,
subject to the general supervision of the President and Chief Executive Officer and Board of Managers (the “Board”) of the Company. The Executive hereby agrees to devote his full business time and diligent efforts to the faithful
performance of such duties and to the promotion and forwarding of the business and affairs of the Company for the Employment Term. 

  

	4.	Compensation. 

  

	 	(a)	Salary. In consideration of the services rendered by the Executive under this Agreement, the Company shall pay the Executive a base salary (the “Base
Salary”) at the rate of $390,000 per calendar year. The Base Salary shall be paid in such installments and at such times as the Company pays its regularly salaried executives and shall be subject to all necessary withholding taxes, FICA
contributions and similar deductions, as well as set-off against any amounts Executive owes the Company. 

  

	 	(b)	 Target Bonus. During the Employment Term, the Company from time to time, but in any event no later than one hundred and twenty (120) days following the
end of each fiscal year, shall pay the Executive an annual bonus (the “Target Bonus”) of up to 80% of the Base Salary (for purposes of clarity, the Target Bonus for the 2006 fiscal year shall be on a pro-rata basis for the portion
of the year in which the Executive is employed). The Target Bonus shall be calculated and payable in accordance with and based on the Actual EBITDA of the Company by reference to the Budgeted EBITDA. The Target Bonus shall be calculated and payable
as described in Schedule 2 hereto. 



  

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For purposes of this Agreement, “EBITDA” shall mean the earnings of the Company before interest, taxes, depreciation, accretion and
amortization, calculated in accordance with generally accepted accounting principles. For purposes of this Agreement, “Actual EBITDA” shall mean, for any fiscal year of the Company, the EBITDA of the Company for such fiscal year as
reflected on the Company’s financial statements for such fiscal year; provided, however, that (i) all amounts paid to Goldberg Lindsay & Co. LLC (“Goldberg Lindsay”), Peterson Capital Inc.
(“Peterson Capital”) and Creamer Investments, Inc. (“Creamer Investments”) pursuant to the terms of the Advisory Services Agreements by and between each of Goldberg Lindsay, Peterson Capital, and Creamer Investments
and the Company, (ii) all amounts contributed to the “EnergySolutions, LLC Charitable Trust,” or such similar entity, if such an entity is created, and (iii) all amounts paid to any employee of the Company as an “Excess
Performance Bonus” under the terms of his or her employment agreement with the Company shall be excluded from Actual EBITDA. For purposes of this Agreement, “Budgeted EBITDA” shall mean, for any fiscal year of the Company, the
EBITDA for the Company for such fiscal year set forth in the budget for such fiscal year adopted by the Board. 


  

	 	(c)	Membership Units. In consideration of the services rendered by the Executive to the Company under this Agreement, ENV Holdings has granted to the Executive, effective as of
the date hereof, Membership Units that initially represent 0.40% (subject to dilution for further issuance of additional equity in ENV Holdings) of the aggregate equity value in excess of $350,000,000, which represents the equity valuation of ENV
Holdings determined as of the closing date of the Transaction, on the terms set forth in the Amended Agreement. Concurrently with the execution of this Agreement, the Executive will execute a counterpart signature page to the Amended Agreement.


  

	 	(d)	Offered Equity. In connection with the next bona fide sale of equity in ENV Holdings occurring after the date hereof in which the aggregate amount of equity sold exceeds
$50,000,000 (the “Equity Sale”), ENV Holdings shall provide written notice (the “Equity Sale Notice”) to the Executive of the proposed closing date of such Equity Sale and the Executive shall have the opportunity to
purchase equity in ENV Holdings on the same terms and of the same class as offered to the other members of the Company in an amount up to $250,000 (to the extent that the aggregate sales price of equity sold in the Equity Sale, including the amount
sold to this Executive, is proposed to be less than $175,000,000, the amount of equity available to the Executive for purchase shall be proportionately reduced), by sending written notice to ENV Holdings of the dollar amount it wishes to purchase
within five (5) business days of receipt of the Equity Sale Notice. 

  

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	 	(e)	Individual Business Objectives. Notwithstanding anything to the contrary contained herein, 25% of the payment of the Target Bonus to the Executive shall be contingent on
successful completion of the Executive’s Individual Business Objectives (“IBOs”). The IBOs for the Executive shall be discussed and agreed to by the Executive and the President and CEO of the Company during the first quarter of
the Company’s fiscal year. 25% of the payment of the Target Bonus to the Executive may be forfeited or reduced, at the discretion of the President and CEO of the Company, if the Executive’s safety, compliance or core competencies (as
outlined in the Executive’s IBOs) are deemed to be unsatisfactory. 

  

	5.	Benefits. In addition to the compensation detailed in Section 4 of this Agreement, the Executive shall be entitled to the following additional benefits:


  

	 	(a)	Paid Vacation. The Executive shall be entitled to four (4) weeks paid vacation per calendar year, such vacation to extend for such periods and to be taken at such
intervals as shall be appropriate and consistent with the proper performance of the Executive’s duties hereunder. 

  

	 	(b)	Insurance Coverage. During the Employment Term, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in welfare benefit
plans, practices, policies and programs provided by the Company to similarly-situated executives of the Company (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable generally to other executives of the Company. The Company may, at its election and for its benefit, insure the Executive against disability, accidental loss or death
and the Executive shall submit to such physical examinations and supply such information as may be required in connection therewith. 

  

	 	(c)	Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable and necessary expenses actually incurred by the Executive directly in connection with
the business affairs of the Company and the performance of his duties hereunder, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines or limitations provided by the Company from time to time,
including without limitation reasonable travel expenses to and from Kansas City, Missouri and Salt Lake City, Utah. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board may
establish from time to time. 

  

	 	(d)	Other Benefit Plans. During the Employment Term, the Executive shall be entitled to participate in all savings, retirement and pension plans, practices, policies and programs
applicable generally to other executives of the Company as determined by the Board from time to time; provided, however, that the Executive shall not be entitled to any vacation, bonus or severance other than as specifically outlined
herein. 

  

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	6.	Termination. This Agreement shall be terminated at the end of the Employment Term or earlier as follows: 

  

	 	(a)	Death. This Agreement shall automatically terminate upon the death of the Executive during the Employment Term. 

  

	 	(b)	Permanent Disability. In the event of any physical or mental disability of the Executive rendering the Executive unable to perform his duties hereunder for a period of at
least one hundred twenty (120) days out of any twelve (12) month period (“Permanent Disability”), this Agreement shall terminate automatically. 

  

	 	 (c)
	 By the Company For Cause. The employment of the Executive may be terminated by the Company for Cause (as defined
below) at any time effective upon written notice to the Executive. For purposes of this Agreement, the term “Cause” shall mean that the Board has determined that any one or more of the following has occurred:



  

	 	(i)	the Executive shall have been convicted of, or shall have pleaded guilty or nolo contendere to, any felony; 

  

	 	(ii)	the Executive shall have failed or refused to carry out the reasonable and lawful instructions of the President and Chief Executive Officer of the Company or the Board (other than
as a result of illness or disability) concerning duties or actions consistent with the Executive’s position as Executive Vice President of the Company and such failure or refusal shall have continued for a period of ten (10) days following
written notice from the Board; 

  

	 	(iii)	the Executive shall have breached any material provision of this Agreement and such breach shall not have been cured, or if curable, within ten (10) days following written
notice from the Board of such breach; 

  

	 	(iv)	the Executive shall fail to adhere to any material written Company policy and such failure to comply shall not have been cured, or if curable, within ten (10) days following
written notice from the Board of such failure; 

  

	 	(v)	the Executive shall have engaged in any gross or willful misconduct resulting in a substantial loss to the Company or substantial damage to its reputation; or


  

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	 	(vi)	the Executive shall have committed any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company.


  

	 	(d)	By the Company without Cause. The Company may terminate the Executive’s employment at any time without Cause effective upon sixty (60) days prior written notice to
the Executive. 

  

	 	(e)	By the Executive Voluntarily. The Executive may terminate this Agreement at any time effective upon at least sixty (60) days prior written notice to the Company.


  

	 	(f)	By the Executive for Good Reason. The Executive may terminate this Agreement effective upon written notice to the Company for Good Reason (subject to the cure period set
forth below). Such notice must provide a detailed explanation of the Good Reason. For this purpose, the term “Good Reason” shall mean: (i) any material diminution of any of the Executive’s significant duties; (ii) any
other material breach of this Agreement by the Company or (iii) a requirement by the Company that the Executive relocate his residence to a location outside of the greater metropolitan area of Kansas City, Missouri. Notwithstanding the
foregoing, in the event the Executive provides notice of his intention to terminate for Good Reason as outlined in the immediately preceding sentence, the Company shall have the opportunity to cure such Good Reason within thirty (30) days of
receiving such notice. Notwithstanding anything to the contrary contained herein, any change of control transaction or other transaction including a merger, sale of stock or sale of assets of the Company shall not constitute Good Reason.


  

	7.	Termination Payments and Benefits. 

  

	 	(a)	 Termination by the Company Without Cause or by the Executive for Good Reason. If the Company shall terminate the Executive’s employment without Cause,
or the Executive shall terminate the Executive’s employment for Good Reason, the Executive shall be entitled to receive, as his exclusive right and remedy in respect of such termination: (i) the payment of (A) all Accrued Obligations,
plus (B) as long as the Executive does not violate the provisions of Section 8 and Section 9 hereof, at the time the Company pays its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus,
plus (C) as long as the Executive does not violate the provisions of Section 8 and Section 9 hereof, severance pay equal to Executive’s then current monthly Base Salary, payable in accordance with the Company’s
regular pay schedule, for twenty-four (24) months from the date of termination of employment and (ii) the provision of the Welfare Benefit Continuation. Notwithstanding the foregoing, the obligation of the Company to make the payments
provided for in Section 7(a)(i)(B) and Section 7(a)(i)(C) shall be 



  

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contingent on the Executive executing a release of the Company and its principals, employees, agents, officers, directors, shareholders, managers, members,
partners, professionals, affiliates and direct and indirect subsidiaries from any and all claims related to the Executive’s employment to the maximum extent permitted by law. 


 For purposes of this Agreement, “Accrued Obligations” shall mean, (1) all Base Salary earned or accrued (and not yet paid) through
the date the Executive’s employment is terminated, (2) reimbursement for any and all monies advanced in connection with the Executive’s employment for reasonable and necessary expenses incurred by the Executive through the date the
Executive’s employment is terminated and (3) all other payments and benefits to which the Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company, except that Accrued
Obligations shall not include (i) any entitlement to any severance under any Company severance policy generally applicable to the Company’s salaried employees or (ii) any entitlement to all or any portion of the Target Bonus. For
purposes of this Agreement, “Pro Rata Bonus” shall mean, as to any fiscal year of the Company in which the Executive’s employment with the Company is terminated, an amount equal to the product of (i) the number of days
which the Executive was employed by the Company during such fiscal year, divided by 365, multiplied by (ii) the Executive’s Target Bonus which, but for the Executive’s termination of employment, would have been earned by the Executive
during such year. For purposes of this Agreement, “Welfare Benefit Continuation” shall mean the provision of welfare benefits such that the Executive shall continue to be covered, upon the same terms and conditions as described
hereinabove, by the same or equivalent medical, dental, and life insurance coverages as in effect for the Executive immediately prior to the termination of his employment, until the earlier of (A) the expiration of the period for which he
receives severance pay pursuant this Agreement or (B) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits, subject to the Executive’s rights under the Consolidated Omnibus Budget
Reconciliation Act (COBRA). 
  

	 	(b)	 Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations
to the Executive’s heirs, executors, administrators or other legal representatives under this Agreement, other than for (i) payment of all Accrued Obligations, plus (ii) at the time the Company pays its employees bonuses in accordance
with its general payroll policies, the Pro Rata Bonus. Notwithstanding the foregoing, the obligation of the Company to make the payment provided for in Section 7(b)(ii) shall be contingent on the Executive’s heirs, executors,
administrators or other legal representatives under this Agreement executing a release of the Company and its principals, employees, agents, officers, directors, 



  

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shareholders, managers, members, partners, professionals, affiliates and direct and indirect subsidiaries from any and all claims related to the
Executive’s employment to the maximum extent permitted by law. 


  

	 	(c)	Permanent Disability. If the Executive’s employment is terminated by reason of the Executive’s Permanent Disability, this Agreement shall terminate without further
obligations to the Executive, other than for (i) payment of all Accrued Obligations, plus (ii) as long as the Executive does not violate the provisions of Section 8 and Section 9 hereof, at the time the Company pays
its employees bonuses in accordance with its general payroll policies, the Pro Rata Bonus. Notwithstanding the foregoing, the obligation of the Company to make the payment provided for in Section 7(c)(ii) shall be contingent on the
Executive executing a release of the Company and its principals, employees, agents, officers, directors, shareholders, managers, members, partners, professionals, affiliates and direct and indirect subsidiaries from any and all claims related to the
Executive’s employment to the maximum extent permitted by law. 

  

	 	(d)	Termination by the Company for Cause. If the Executive’s employment is terminated for Cause, this Agreement shall terminate without further obligations to the Executive
other than for payment of all Accrued Obligations. 

  

	 	(e)	Termination by the Executive. If the Executive voluntarily terminates the Executive’s employment, excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for payment of all Accrued Obligations. 

  

	 	(f)	Accrued Obligations. Notwithstanding anything else herein to the contrary, all Accrued Obligations to which the Executive (or his estate or beneficiary) is entitled shall be
payable in cash (in a lump sum) no later than forty-five (45) days following termination this Agreement, except as otherwise specifically provided herein or under the terms of any applicable policy, plan or program. 

  

	 	(g)	Complete Payment. The payments and other benefits to be made or to be extended to the Executive under the provisions of this Section 7 upon termination of the
Executive’s employment shall be in complete satisfaction of any and all payments that would otherwise be due the Executive had he remained employed by the Company during the remainder of the Employment Term and the Company shall have no further
obligation to make any payment or extend any benefit to the Executive pursuant to this Agreement or otherwise upon or after such termination. Except as specifically provided in this Section 7, the Executive shall not be entitled to any
compensation, severance or other benefits from the Company or any of its subsidiaries or Affiliates upon the termination of this Agreement for any reason whatsoever. The Executive shall not be entitled to any severance or other payments upon
termination of employment except pursuant to this Agreement. 

  

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	 	(h)	Survival of Certain Provisions. Provisions of this Agreement shall survive any termination of employment if so provided herein or if necessary or desirable fully to
accomplish the purposes of such provision, including, without limitation, the obligations of the Executive under Section 8 and Section 9 hereof. The obligation of the Company to make payments to or on behalf of the Executive
under this Section 7 is expressly conditioned upon the Executive’s continued full performance of obligations under Section 8 and Section 9 hereof. The Executive recognizes that, except as expressly provided
in this Section 7, no compensation is earned after termination of employment. 

  

	8.	Confidential Information; Inventions in the Field. 

  

	 	(a)	Confidential Information. In the course of service to the Company, the Executive will have or will have had access to confidential specifications, know-how, strategic or
technical data, marketing research data, financial information, pricing information, product research and development data, manufacturing techniques, confidential customer lists, sources of supply and trade secrets, and other confidential
information with respect to the Company, all of which are confidential and may be proprietary and are owned or used by the Company, or any of its subsidiaries or Affiliates. Such information shall hereinafter be called “Confidential
Information” and shall include any and all items enumerated in the preceding sentence and coming within the scope of the business of the Company or any of its subsidiaries or Affiliates as to which the Executive may have access, whether
conceived or developed by others or by the Executive alone or with others during the period of service to the Company, whether or not conceived or developed during regular working hours. Confidential Information shall not include any records, data
or information which are in the public domain during or after the period of service by the Executive provided the same are not in the public domain as a consequence of disclosure directly or indirectly by the Executive in violation of this
Agreement. 

  

	 	(b)	Fiduciary Obligations. The Executive agrees that Confidential Information is of critical importance to the Company and a violation of this Section 8(b) and
Section 8(c) would seriously and irreparably impair and damage the Company’s business. The Executive agrees that he shall keep all Confidential Information in a fiduciary capacity for the sole benefit of the Company.


  

	 	(c)	 Non-Use and Non-Disclosure. The Executive shall not during the Employment Term or at any time thereafter (a) disclose, directly or indirectly, any
Confidential Information to any Person other than the 



  

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Company or executives thereof at the time of such disclosure who, in the reasonable judgment of the Executive, need to know such Confidential Information or
such other Persons to whom the Executive has been specifically instructed to make disclosure by the Board and in all such cases only to the extent required in the course of the Executive’s service to the Company or (b) use any Confidential
Information, directly or indirectly, for his own benefit or for the benefit of any other Person. At the termination of his employment, the Executive shall deliver to the Company all notes, letters, documents and records which may contain
Confidential Information which are then in his possession or control and shall destroy any and all copies and summaries thereof. 


  

	 	(d)	Assignment of Inventions. The Executive agrees to assign and transfer to the Company or its designee, without any separate remuneration or compensation, his entire right,
title and interest in and to all Inventions in the Field (as defined below), together with all United States and foreign rights with respect thereto, and at the Company’s expense to execute and deliver all appropriate patent and copyright
applications for securing United States and foreign patents and copyrights on Inventions in the Field and to perform all lawful acts, including giving testimony, and to execute and deliver all such instruments that may be necessary or proper to vest
all such Inventions in the Field and patents and copyrights with respect thereto in the Company, and to assist the Company in the prosecution or defense of any interference which may be declared involving any of said patent applications, patents,
copyright applications or copyrights. For the purposes of this Agreement, the words “Inventions in the Field” shall include any discovery, process, design, development, improvement, application, technique, or invention, whether
patentable or copyrightable or not and whether reduced to practice or not, conceived or made by the Executive, individually or jointly with others (whether on or off the Company’s premises or during or after normal working hours) while in the
employ of the Company, and which was or is directly or indirectly related to the business of the Company or any of its subsidiaries, or which resulted or results from any work performed by any Executive or agent thereof during the Employment Term.


  

	 	(e)	Return of Documents. All notes, letters, documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the
Company or its Affiliates and any copies, in whole or in part, thereof (collectively, the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company. The Executive shall safeguard
all Documents and shall surrender to the Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may specify, all Documents then in the Executive’s possession or control.


  

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	9.	Restrictions on Activities of the Executive. 

  

	 	(a)	Acknowledgments. The Executive and Company agree that the Executive is being employed hereunder in a key capacity with the Company and that the Company is engaged in a
competitive business and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive and Company further agree that (i) reasonable limits may be placed
on his ability to compete against the Company as provided herein to the extent that they protect and preserve the legitimate business interests and goodwill of the Company and (ii) such limits are (A) in consideration for and as an
inducement for, among other things, the consummation of the Transaction, the ability of the Executive to purchase equity in ENV Holdings in connection with the Equity Sale and to receive the grant of the Membership Units, and the continued
employment of the Executive by the Company, (B) the result of arms-length negotiations between the parties, (C) reasonable in scope and duration, and (D) necessary to protect the legitimate business interests of the Company and its
Affiliates. The Executive acknowledges that he has carefully read this Agreement and given careful consideration to the restraints imposed upon the Executive by this Agreement, and is in full accord as to their necessity for the reasonable and
proper protection of the Confidential Information, whether now existing or to be developed in the future. 

  

	 	(b)	Non-Competition. During the Employment Term and for the Non-Competition Period (as defined below), the Executive will not, individually or jointly, and he will cause his
Affiliates not to, directly or indirectly, for himself or themselves, or for the benefit of any other Person, without the prior written consent of the Company, its successor or assigns, which consent may or may not be given in the Company’s (or
such successor’s or assign’s) sole discretion, own, manage, engage in, operate, control, develop, or participate in the ownership, management, operation, control or development of, consult with or perform services for, or be connected in
any manner with, any Person (other than the Company, at the Company’s sole discretion) that engages in any aspect of the Business or processes low-level radioactive waste or low-level mixed waste anywhere in the United States of America or that
otherwise competes with the Company (a “Competitive Business”); provided, however, the acquisition, directly or indirectly, of less than 5% of the publicly traded stock of any Person engaged in a Competitive Business
shall not constitute a violation of this Section 9(b). 

 For purposes of this Agreement, the
“Non-Competition Period” shall mean a period of two (2) years after the Executive’s employment terminates. 
  

	 	(c)	 Non-Solicitation. During the Employment Term and the Non-Solicitation Period (as defined below), the Executive will not (A) solicit or hire, or 



  

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attempt to solicit or hire, any person who (i) at the time of the termination of the Executive’s employment with the Company hereunder or
(ii) at any time during the six (6) month period prior to such termination, was an officer, director, consultant or executive of the Company or any of its subsidiaries or Affiliates or (B) call upon, solicit, divert or attempt to
solicit or divert from the Company or any of its Affiliates or subsidiaries any of their customers or suppliers, or potential customers or suppliers, of whose names he was aware during the term of his employment with the Company; provided,
however, that nothing in this Section 9(c) shall be deemed to prohibit the Executive from calling upon or soliciting a customer or supplier during the Non-Solicitation Period if such action relates solely to a business which is
not a Competitive Business. 


 For purposes of this Agreement, the “Non-Solicitation Period” shall mean a
period of two (2) years after the Executive’s employment terminates. 
  

	 	(d)	Related Businesses. During the Employment Term, the Executive agrees that, to the extent he has been notified of an opportunity to acquire or make an investment in any
business (including, without limitation, a Competitive Business) related or complementary to the Business of the Company (a “Potential Investment”), he shall inform the Board of such Potential Investment promptly upon receiving
notice thereof and provide the Company with the first opportunity to participate in such Potential Investment. 

  

	 	(e)	Non-disparagement. At no time during the Employment Term or for a period of two (2) years thereafter, shall the Executive disparage or denigrate the Company or its
officers, directors, managers, employees or agents as it relates to the operations of the Company; provided, however, that nothing herein is intended to or will act in any manner to prevent the Executive from presenting testimony,
making statements or providing information in connection with and relevant to any legal or governmental investigation or proceeding or making any disclosures required by law, subpoena or court order. 

  

	 	(f)	THE EXECUTIVE REPRESENTS AND WARRANTS THAT THE KNOWLEDGE, SKILLS AND ABILITIES HE POSSESSES AT THE TIME OF COMMENCEMENT OF EMPLOYMENT HEREUNDER ARE SUFFICIENT TO PERMIT HIM, IN THE
EVENT OF TERMINATION OF HIS EMPLOYMENT HEREUNDER, TO EARN A LIVELIHOOD SATISFACTORY TO HIMSELF WITHOUT VIOLATING ANY PROVISION OF SECTION 8 OR SECTION 9 HEREOF, FOR EXAMPLE, BY USING SUCH KNOWLEDGE, SKILLS AND ABILITIES, OR SOME OF
THEM, IN THE SERVICE OF A BUSINESS THAT IS NOT A COMPETITIVE BUSINESS. 

  

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	10.	Remedies. It is specifically understood and agreed that any breach of the provisions of Section 8 or Section 9 of this Agreement is likely to result
in irreparable injury to the Company and that the remedy at law alone will be an inadequate remedy for such breach, and that in addition to any other remedy it may have, the Company shall be entitled to enforce the specific performance of this
Agreement by the Executive and to obtain both temporary and permanent injunctive relief without bond and without liability should such relief be denied, modified or violated. Neither the right to obtain such relief nor the obtaining of such relief
shall be exclusive or preclude the Company from any other remedy. 

  

	11.	Severability. The parties hereto agree that, if any court of competent jurisdiction in a final nonappealable judgment determines that a specified time period, a specified
geographical area, a specified business limitation or any other relevant feature of Section 8 or Section 9 is unreasonable, arbitrary or against public policy, then a lesser time period, geographical area, business limitation
or other relevant feature which is determined to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party. Any other provision of this Agreement that is deemed invalid or unenforceable shall be
ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining provisions of this Agreement. 

  

	12.	Notices. All notices and other communications contemplated by this Agreement shall be in writing. Any notice or other communication contemplated by this Agreement shall be
deemed to have been duly given (i) on the date of delivery, if delivered by hand or (ii) two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient
as set forth below: 

  

			
	If to the Company:	  	EnergySolutions, LLC
		  	423 West 300 South
		  	Salt Lake City, Utah 84101
		  	Attention: CEO
		
	With a copy to:	  	Goldberg Lindsay & Co. LLC
		  	 630 Fifth Avenue – 30th Floor
 New York, NY 10111

		
	If to the Executive:	  	Philip Strawbridge
		  	2403 SE, 5th Terrace
		  	Lees Summit, MO 64063

 or to such other address as a party may notify the other pursuant to a notice given in accordance
with this Section 12. 
  

	13.	 Arbitration of Disputes. (a) Any dispute, controversy, or claim (collectively, any “Dispute”) arising between the Company and the
Executive relating to or arising from this Agreement other than the Company’s right to seek injunctive relief for 



  

 13 









	 	 
breach of Section 8 or Section 9 of this Agreement, shall be submitted to and settled by binding arbitration in the Las Vegas, Nevada
office of the American Arbitration Association (“AAA”) conducted pursuant to the rules then in effect of the AAA governing employment disputes, before three (3) neutral arbitrators licensed to practice law for at least ten
years and familiar with employment law disputes (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered in any Dispute shall be final and conclusive upon the parties to the
arbitration, and the judgment thereon may be entered in the highest court of the forum (state or federal) having jurisdiction over the issues addressed in the arbitration. The administration fees and expenses of the arbitration shall be borne
equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney’s fees. In the discretion of the arbitrators, any award may include the cost of a party’s
counsel and/or its share of the expense of arbitration, if the arbitrators expressly determine that an award of such costs is appropriate to the party whose position prevails in such arbitration. To submit a matter to arbitration, the party seeking
redress (“Claimant”) shall notify in writing the party against whom such redress is sought (“Respondent”), describe the nature of such claim, the provision of this Agreement that has been violated by the Respondent
and the material facts surrounding such claim. At any arbitration hearing, each of the parties shall have the right to make both written and oral presentations to the arbitrators. Within thirty (30) days of the conclusion of such arbitration
hearing, the arbitrators shall render a single written decision. The decision of the arbitrators shall be binding upon the Claimant and Respondent, and after the completion of such arbitration, the Claimant and Respondent may only institute
litigation regarding the Dispute for the sole purpose of enforcing the determination of the arbitration hearing. By agreeing to arbitration under this Section 13, the Company and the Executive understand that they are each waiving any
right to a trial by jury and each party makes that waiver knowingly and voluntarily with full consideration of the ramifications of such waiver. 


  

	14.	Miscellaneous. 

  

	 	(a)	Amendment. This Agreement may not be amended or revised except by a writing signed by the parties. 

  

	 	(b)	Assignment and Transfer. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and its successors and assigns. Neither this
Agreement nor any of the rights, duties or obligations of the Executive shall be assignable by the Executive, nor shall any of the payments required or permitted to be made to the Executive by this Agreement be encumbered, transferred or in any way
anticipated, except as required by applicable laws. However, all rights of the Executive under this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, estates, executors,
administrators, heirs and beneficiaries. All amounts payable to the Executive hereunder shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs or representatives. 

  

 14 









	 	(c)	Waiver of Breach. A waiver by the Company or the Executive of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver
of any other or subsequent breach by the other party. 

  

	 	(d)	Withholding. The Company shall be entitled to withhold from any amounts to be paid or benefits provided to the Executive hereunder any federal, state, local, or foreign
withholding or other taxes or charges which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel if any question as to the amount or requirement of any such withholding shall arise.


  

	 	(e)	Captions. Captions herein have been inserted solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this
Agreement. 

  

	 	(f)	Attorney’s Fees. In the event that any action is brought to enforce any of the provisions of this Agreement, or to obtain money damages for the breach thereof, and such
action results in the award of a judgment for money damages or in the granting of any injunction in favor of one of the parties to this Agreement, all expenses, including reasonable attorneys’ fees, shall be paid by the non-prevailing party.


  

	 	(g)	Entire Agreement. All of (i) this Agreement and (ii) the Amended and Restated Limited Liability Company Agreement of ENV Holdings constitute the entire
understanding of the parties hereto with respect to the subject matter hereof and supercede all prior negotiations, discussions, writings, and agreements between the parties with respect to such subject matter, including without limitation
Executive’s employment agreement (“BNGA Employment Agreement”), dated October 24, 2005, between BNGA and the Executive. The Executive understands and acknowledges that the BNGA Employment Agreement is hereby terminated and
shall be of no further force and effect and the Executive hereby waives any and all rights or claims that he has or could have against the Company under the BNGA Employment Agreement; provided, however, that any payments under the BNG America
Executive Annual Incentive Plan and the BNG America Long-Term Incentive Plan that became due as a result of the consummation of the Transaction shall be paid by the Company to the Executive as promptly as practicable after the date hereof.


  

	 	(h)	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto
and thereto were on the same instrument. 

  

 15 









	 	(i)	Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the state of Utah, without regard to the conflicts of law provisions thereof.


  

	 	(j)	Definitions. As used herein, (i) the term “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or
more intermediaries, controls, is controlled by or is under common control with, such Person, and each of the terms “control,” “controlled by” and “under common control with” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise and (ii) the term “Person” means any individual,
corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, government or governmental or regulatory body thereof, or political subdivision thereof, or any agency, instrumentality or authority
thereof, or any court or arbitrator, or other entity. 

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 16 








 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument as of the
day and year first above written. 
  

			
	ENERGYSOLUTIONS, LLC
		
	By:	 	 /s/ R Steve Creamer

	Name:	 	R STEVE CREAMER
	Title:	 	President and Chief Executive Officer
	
	 /s/ Philip Strawbridge

	PHILIP STRAWBRIDGE


  
 SIGNATURE PAGE TO
EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT 







 Schedule 1 
 Second Amended and Restated Limited Liability Company Agreement 







 Schedule 2 
 Target Bonus 
  

										
	 	  	Percentage that Actual EBITDA for a
fiscal year represents of Budgeted
EBITDA for such fiscal year	 
		  	80	%	 	100	%	 	110	%
		  	 	 	 	 	 	 	 	 
	 Percentage of Base Salary payable as Target Bonus
	  	0	%	 	40	%	 	80	%

 The Target Bonus payable to the Executive hereunder for each fiscal year is to be interpolated for Actual EBITDA
between 80% and 100% or between 100% and 110% of Budgeted EBITDA. 
 For example, if Actual EBITDA represents 85% of Budgeted EBITDA, a Target Bonus of 10%
of the Executive’s Base Salary would be payable, calculated as follows: 
  

	 	(1)	The increase of Actual EBITDA over the 80% of Budgeted EBITDA benchmark, which in this case equals 5%, is divided by the difference between (a) 100% and (b) 80% (the two
applicable Budgeted EBITDA benchmarks), yielding 25%; 

  

	 	(2)	This amount (25%) is then multiplied by the difference between (x) 40% (the Target Bonus at 100% of Budgeted EBITDA) and (y) 0% (the Target Bonus at 80% of Budgeted
EBITDA), which equals 10% of the Executive’s Base Salary as the Target Bonus. 

 On the other hand, if Actual EBITDA represents 105% of
Budgeted EBITDA, then a Target Bonus of 60% of the Executive’s Base Salary would be payable, calculated as follows: 
  

	 	(1)	The increase of Actual EBITDA over the 100% of Budgeted EBITDA benchmark, which in this case equals 5%, is divided by the difference between (a) 110% and (b) 100% (the two
applicable Budgeted EBITDA benchmarks), yielding 50%; 

  

	 	(2)	This amount (50%) is then multiplied by the difference between (x) 80% (the Target Bonus at 110% of Budgeted EBITDA) and (y) 40% (the Target Bonus at 100% of Budgeted
EBITDA), which equals 20% of the Executive’s Base Salary as the Target Bonus payable for the increase of 5% over the 100% Budgeted EBITDA Benchmark; 









	 	(3)	This amount (20% of Base Salary) is then added to the 40% of Base Salary that was earned when Actual EBITDA met the 100% of Budgeted EBITDA Benchmark, which equals an aggregate
total of 60% of the Executive’s Base Salary as the Target Bonus.