EX-10.5






EXHIBIT 10.5




USEC Inc.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD NOTICE

(Annual Retainers and Chairman Fees)




USEC Inc., a Delaware corporation (the “Company”) hereby grants to
                                   (“you” or the “Grantee”), an Award of Restricted Stock
Units subject to and conditioned upon your agreement to the terms of this Award Notice, the
Restricted Stock Unit Award Agreement, which is attached hereto as Exhibit A (the “Agreement”) and
the USEC Inc. 2009 Equity Incentive Plan, as amended from time to time (the “Plan”), all of which
are an integral part of and are hereby incorporated into this Restricted Stock Unit Award Notice.
Capitalized terms used but not defined in this Award Notice or the Agreement shall have the
meanings set forth in the Plan.



	 	 	 	 	 
	                
	 	Grant Date

	 	                                                    
	 	 	
 
	 	 
	                
	 	Number of Restricted Shares Granted

	 	                                                    
	 	 	
 
	 	 
	                
	 	Vesting Date

	 	First Anniversary of Grant Date






Subject to the provisions of the Agreement and the Plan, the restrictions on transfer of the
Restricted Stock Units shall lapse and the Restricted Stock Units shall become vested and
nonforfeitable on the Vesting Date.



USEC Inc.



By:                                              



By signing below and returning this Award Notice to the Company, you acknowledge receipt of the
Agreement and the Plan; accept the Restricted Stock Units that have been granted to you; and agree
to be bound by all of the provisions set forth in this Award Notice, the Agreement and the Plan.



ACKNOWLEDGED AND AGREED


BY:



	 	 	 	 	 	 	 
	                                     

	 	                
	 	                               
	 	                
	 

	 	 	 	 
	 	

	Signature

	 	                
	 	Date
	 	                






Enclosures: Exhibit A: Non-Employee Director Restricted Stock Unit Award Agreement




USEC Inc. 2009 Equity Incentive Plan



EXHIBIT A

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT

(Annual Retainers and Chairman Fees)




USEC Inc. (the “Company”) has granted to the Grantee an Award consisting of Restricted Stock
Units, subject to the terms and conditions set forth herein and in the applicable Restricted Stock
Unit Award Notice (the “Award Notice”). The Award has been granted to the Grantee pursuant to the
USEC Inc. 2009 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the
applicable Award Notice or the Plan.



1. Vesting of Award. The Award of Restricted Stock Units will become vested only
under the schedule stated in the applicable Award Notice, subject to Section 3 below.



2. Grant of the Award. The Award of Restricted Stock Units is subject to the terms
and conditions set forth in this Agreement and the Plan as provided in the Award Notice.



(a) In addition, as of each date as of which the Company pays a dividend on Shares before the
date (the “Payment Date”) payment is due in respect of the Restricted Stock Units in accordance
with Section 3(a) hereof, the Company will grant to the Grantee an additional number of Restricted
Stock Units (the “Dividend Equivalent Restricted Stock Units”) equal to (x) the product of (i) the
dividend per Share payable on the record date relating to such dividend payment date, and (ii) the
number of Restricted Stock Units held by the Grantee on such dividend payment date subject to this
Agreement, divided by (y) the Fair Market Value of a Share on the dividend payment date. Dividend
Equivalent Restricted Stock Units shall become vested (or be forfeited) at the same time and on the
same conditions as the Restricted Stock Units to which they relate. Except as provided in this
Section 2(a), Dividend Equivalent Restricted Stock Units will be subject to all of the terms and
conditions of this Agreement and all references in this Agreement to Restricted Stock Units shall
include Dividend Equivalent Restricted Stock Units unless the context requires otherwise.



(b) The number of Restricted Stock Units and any Dividend Equivalent Restricted Stock Units
shall be subject to adjustment as provided in Section 16 of the Plan.



3. Vesting Acceleration and Forfeiture Events.



(a) Subject to subsection (b) below, to the extent not already vested or previously forfeited,
Restricted Stock Units shall become vested and nonforfeitable upon the earliest to occur of: (i)
the date the Grantee has a termination of service as defined in Section 18.2 of the Plan
(“Termination of Service”) by reason of death, Disability or Retirement, or (ii) the date the
Grantee has a Termination of Service other than for Cause coincident with or following a Change in
Control of the Company.



(b) Notwithstanding subsection (a) above, in the event that the Grantee has a Termination of
Service for Cause, all Restricted Stock Units held by the Grantee as of the date of such
Termination of Service shall be canceled and forfeited for no consideration on the date of the
Grantee’s Termination of Service.



4. Settlement of Restricted Stock Units. Within thirty (30) days after the Grantee’s
Termination of Service, the Company shall pay to the Grantee (or his or her beneficiary, if
applicable) Shares (or if applicable, the per-Share equivalents of cash, property or securities of
the surviving entity of any merger, consolidation or other transaction or event having a similar
effect, which are substituted for Shares pursuant to Section 16 of the Plan) equal to the aggregate
number of Restricted Stock Units then held by the Grantee.



5. Nontransferability. Except by will or under the laws of descent and distribution
or as provided below, the Grantee shall not be permitted to sell, transfer, pledge, encumber,
alienate, or assign the Restricted Stock Units or any rights under this Agreement. The Grantee may
transfer any vested Restricted Stock Units to members of his or her immediate family (as defined as
his or her spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of
the Grantee or his or her immediate family members or partnerships in which the Grantee or his or
her immediate family members are the only partners, if the transfer is approved by the Committee
and the Grantee does not receive any consideration for the transfer. Without limiting the
generality of the foregoing, except as provided above, the Restricted Stock Units and the Grantee’s
rights under this Agreement may not be assigned, transferred, pledged, hypothecated or disposed of
in any way, shall not be assignable by operation of law, and shall not be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Restricted Stock Units of the Grantee’s rights under this Agreement contrary to
the provisions hereof, and the levy of any execution, attachment or similar process upon them,
shall be null and void and without effect.



6. Beneficiary. The Grantee may designate a beneficiary or beneficiaries (which
beneficiary may be an entity other than a natural person) to receive any payments hereunder which
may be made following the Grantee’s death. Such designation may be changed or canceled at any time
without the consent of any such beneficiary. Any such designation, change or cancellation must be
made in a form and manner established by the Committee and shall not be effective unless and until
received by the Committee during the Grantee’s lifetime. If no beneficiary has been named, or the
designated beneficiary or beneficiaries shall have predeceased the Grantee or (if other than a
natural person) failed or ceased to exist, the beneficiary shall be the Grantee’s spouse or, if no
spouse survives the Grantee, the Grantee’s estate.



7. No Rights as Stockholder. A Grantee shall have no right to vote Shares represented
by Restricted Stock Units and shall have no rights as a stockholder of the Company with respect to
Restricted Stock Units unless and until Shares are delivered to the Grantee in settlement of the
Restricted Stock Units pursuant to Section 4.



8. No Right to Continued Service. Neither the Plan nor this Agreement shall confer on
the Grantee any right to continued service with the Company.



9. No Trust Fund Created. Neither this Agreement nor any of the transactions
contemplated hereby shall create or be construed to create a trust or separate fund of any kind or
a fiduciary relationship between the Company or any Affiliate and the Grantee or any other person.
To the extent that any person acquires a right to receive payments from the Company or any
Affiliate pursuant to this Agreement, such right shall be no greater than the right of any
unsecured general creditor of the Company or any Affiliate.



10. No Fractional Shares. Dividend Equivalent Restricted Stock Units shall be
determined and granted in fractional Restricted Stock Units where required by Section 2(a) but no
fractional Shares shall be issued or delivered pursuant to this Agreement and on settlement of a
Grantee’s Restricted Stock Units the value of any fractional shares shall be paid to the Grantee in
cash.



11. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.



12. Amendments. Except as otherwise provided in this Agreement or in the Plan, this
Agreement may be amended or modified at any time by an instrument in writing signed by the parties
hereto, or by an instrument in writing signed unilaterally by the Company if the Company determines
that such amendment is required by law, or required otherwise to comply with or obtain for the
Grantee or the Company any benefits, or permits the Grantee or the Company to avoid any penalties
or additional taxes, under the Code or other revenue law, or is otherwise appropriate.



13. Notices. Any notice, request, instruction or other document given under this
Agreement shall be in writing and shall be addressed and delivered, in the case of the Company, to
the Secretary of the Company at the principal office of the Company and, in the case of the
Grantee, to the Grantee’s address as shown in the records of the Company. Either the Grantee or
the Company may change such party’s address for notices by notice duly given pursuant to this
Section.



14. Award Subject to Plan. This Award is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby incorporated herein by
reference. In the event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will govern.



15. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be an original but all of which together shall represent one and the same agreement.