Exhibit 10.2




 




Lightbridge, Inc.




 




Memorandum Agreement




 




To:          Pamela D.A. Reeve




 




From:      Lightbridge, Inc




 




Date:       August 5, 2002




 




Re:          Cancellation of Stock Options




 




You are

currently the holder of one or more options to purchase 50,000 shares of Common

Stock of Lightbridge, Inc. (the “Company”), par value $.01 per share, with an

exercise price equal to $26.50 per share (the “Old Options”).  Your Options are listed on Exhibit A

by: (i) date of grant, (ii) number of shares originally subject to the option,

(iii) exercise price per share, and (iv) type of option (incentive or

non-qualified).




 




Pursuant to

this Memorandum Agreement, the Company is hereby proposing to terminate all of

the unexercised portion of your Old Options effective August 5, 2002 (the

“Termination Date”).  You may elect to

terminate all of the unexercised portion of your Old Options or none of the

unexercised portion of your Old Options, but you may not elect to terminate

only a portion of the unexercised portion of your Old Options.




 




If you elect

to terminate all of the unexercised portion of your Old Options, the Company

will grant to you on or about February 6, 2003 (the date of such grant being

referred to as the “New Grant Date”) one or more stock options (the “New

Options”) for the purchase of an aggregate number of shares of Common Stock

equal to the number of shares of Common Stock remaining unexercised under your

Old Options on the Termination Date, provided that on the New Grant Date you

continue to be an employee or consultant of the Company or one of its

subsidiaries.  The New Options will have

an exercise price per share equal to the fair market value of the Common Stock

on the New Grant Date, as determined by the Board of Directors of the Company

or the Compensation Committee of the Board of Directors of the Company and will

become exercisable and vest as follows: immediately with respect to an amount

of shares equal to the number of shares that would have vested under your Old

Option through the New Grant Date and the remaining amount in equal three-month

installments thereafter, contingent in each case upon your continued service as

an employee or consultant, as the case may be, on such vesting date.  In all other respects, the New Options will

be on substantially the same terms and conditions as the Old Options they

replace, including, where applicable, incentive stock option status to the

extent permitted by Internal Revenue Code requirements.  No other stock options will be granted to

you by the Company during the period from the Termination Date and the New

Grant Date.




 





























 




If you agree

to accept the Company’s offer, please countersign one copy of this Memorandum

Agreement in the space indicated below and return it to me on or before the

Termination Date.  If I have not received your countersigned

copy of this Memorandum Agreement on or before the Termination Date, you shall

be deemed to have rejected the Company’s offer.  If you sign this Memorandum Agreement and return it to

the Company, you acknowledge that you have no further rights pursuant to any of

your Old Options.




 




This

Memorandum Agreement constitutes the sole and only agreement between you and

the Company relating to the cancellation of your Old Options and supersedes any

prior understanding or written or oral agreement relating to such subject

matter.  No amendment, modification, or

alteration of the terms hereof shall be binding unless the same shall be in

writing, dated subsequent to the date hereof and duly executed by the you and the

Company. This Memorandum Agreement shall be binding on the Company, its

successors and assigns.




 




 




Accepted and Agreed




this 5th day of

August, 2002:




 




 




 




	

  /s/ Pamela

  D. A. Reeve


  	

   


  
	

   


  
	

  Option

  Holder


  
	

   


  
	

  Lightbridge,

  Inc.


  
	

   


  
	

  By: /s/

  Eugene DiDonato


  





 




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