EX-10.4






EXHIBIT 10.4




USEC Inc.

EMPLOYEE NONQUALIFIED STOCK OPTION AWARD NOTICE

(Three Year Vesting)




USEC Inc., a Delaware corporation (the “Company”) hereby grants to
                                   (“you” or the “Optionee”), an Award of nonqualified
stock Options, subject to and conditioned upon your agreement to the terms of this Award Notice,
the Nonqualified Stock Option 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”). 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 Shares subject to this Option

	 	                                                    
	 	 	
 
	 	 
	                
	 	Exercise Price per Share

	 	                                                    
	 	 	
 
	 	 
	                
	 	Expiration Date

	 	                                                    
	 	 	
 
	 	 
	                
	 	Vesting Schedule:

	 	







	 	 	 
	VESTING DATE	 	NUMBER OF SHARES SUBJECT TO OPTION
	 	 	VESTING AS OF
	 	 	VESTING DATE
	The first anniversary of the Grant Date

	 	            Shares
	
 
	 	 
	The second anniversary of the Grant Date

	 	            Shares
	
 
	 	 
	The third anniversary of the Grant Date

	 	            Shares
	
 
	 	 






Subject to the provisions of the Agreement and the Plan and provided that you remain
continuously employed by the Company and/or an Affiliate through any applicable Vesting Date, the
Option shall become vested and exercisable in accordance with the Vesting Schedule shown above. At
any time, the “Vested Portion” of the Option means that portion which (i) shall have become
exercisable pursuant to the terms of this Agreement and (ii) shall not have been previously
exercised.



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 Options 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: Employee Nonqualified Stock Option Award Agreement




USEC Inc. 2009 Equity Incentive Plan



EXHIBIT A

EMPLOYEE NONQUALIFIED STOCK OPTION AWARD AGREEMENT

(Three Year Vesting)




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



1. Vesting of Award. The Award of Options will become vested under the schedule stated in
the Award Notice.



2. Grant of the Option. The Company has granted to the Optionee an Option which permits
the Optionee to purchase all or any part of an aggregate of the number of Shares set forth in the
Award Notice at the Exercise Price set forth in the Award Notice. The Option is intended to be a
Non-Qualified Stock Option and not an Incentive Stock Option.



3. Exercise of Option. (a) Subject to the provisions of the Plan and this Agreement
(including Section 4 hereof), the Optionee may exercise all or any part of the Vested Portion of
the Option at any time prior to the Expiration Date set forth in the Award Notice; provided, that
the Option may be exercised with respect to whole Shares only. In no event shall the Option be
exercisable after the Expiration Date.



(b) To the extent set forth in subparagraph (a) above, the Option may be exercised by delivering to
the Company at its principal office written notice of intent to exercise. Such notice shall
specify the number of Shares for which the Option is being exercised and shall be accompanied by
payment in full, or adequate provision therefor, of the Exercise Price and any applicable
withholding tax. The payment of the Exercise Price shall be made (i) in cash or by check, (ii) by
tender to the Company, or attestation to the ownership, of Shares owned by the Optionee having a
Fair Market Value not less than the Exercise Price, (iii) by electing to pay all or any portion of
the Exercise price by having Shares with a Fair Market Value on the date of exercise equal to the
Exercise Price withheld by the Company or sold by a broker-dealer; provided, that the Committee
approves this method, or (iv) by any combination thereof. The payment of withholding tax shall be
subject to Section 7 of this Agreement.



(c) No Option may be exercised prior to the completion of any registration or qualification of such
Option or the Shares under applicable state and federal securities or other laws, or under any
ruling or regulation of any government body or national securities exchange, that the Committee
shall in its sole discretion determine to be necessary or advisable.



(d) Upon the Company’s determination that the Option has been validly exercised as to any of the
Shares, the Company shall deliver or cause to be delivered as promptly as practicable certificates
in the Optionee’s name for such Shares or shall make provision for the Shares as to which the
Option has been exercised to be registered in the Optionee’s name on the books and records of the
Company. However, the Company shall not be liable to the Optionee for damages relating to any
delays in issuing the certificates or in the certificates themselves, or in effecting such
registration.



4. Termination of Employment. (a) In the event that the Optionee’s employment with the
Company is terminated by the Company for Cause, the Option (whether vested or unvested) shall
terminate in its entirety and cease to be exercisable immediately upon the act or omission of the
Optionee that constituted Cause.



(b) Except as provided in Section 4(c), in the event that the Optionee’s employment with the
Company is terminated by the Optionee voluntarily other than by Retirement, the unvested portion of
the Option shall terminate on the date of Optionee’s termination of employment and the Vested
Portion, if any, of the Option as of the date of such termination of employment shall remain
exercisable for a period of thirty (30) days after the date of such termination of employment, but
in any event no later than the expiration of the term of the Option, and shall thereafter
terminate.



(c) In the event that the Optionee’s employment with the Company is terminated (i) by reason of
death, Disability or Retirement, (ii) by the Company for reasons other than for Cause, or (iii) by
the Company other than for Cause or by the Optionee for good reason, in either case coincident with
or following a Change in Control under circumstances entitling the Optionee to benefits or payments
under such Optionee’s change in control agreement with the Company that would not otherwise be
payable absent a Change in Control (or, in the case of an Optionee who is not a party to a change
in control agreement with the Company, upon a termination of employment by the Company other than
for Cause or by the Optionee for good reason coincident with or following a Change in Control), the
Option shall become vested and nonforfeitable and shall remain exercisable for a period of twelve
(12) months after the date of such termination of employment, but in any event no later than the
expiration of the term of the Option, and shall thereafter terminate.



5. No Right to Continued Employment; No Rights as a Stockholder. Neither the Plan nor this
Agreement shall confer on the Optionee any right to continued employment with the Company. The
Optionee shall not have any rights as a stockholder with respect to any Shares subject to the
Option prior to the date of exercise of the Option.



6. Transferability. Except as provided below, the Option is nontransferable and may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the
Optionee, except by will or the laws of descent and distribution. Notwithstanding the foregoing,
the Optionee may transfer the Vested Portion to members of his or her immediate family (defined as
his or her spouse, children or grandchildren) or to one or more trusts for the exclusive benefit of
such Optionee or his or her immediate family members or partnerships in which such Optionee or his
or her immediate family members are the only partners if the transfer is approved by the Committee
and the Optionee does not receive any consideration for the transfer. Any such transferred portion
shall continue to be subject to the same terms and conditions that were applicable to the Option
immediately prior to its transfer (except that such transferred portion shall not be further
transferable by the transferee). No transfer of the Option shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a copy of such
evidence as the Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee of the terms and conditions hereof.



7. Withholding. The Optionee agrees to make appropriate arrangements with the Company for
satisfaction of any applicable federal, state, local or foreign tax withholding requirements or
like requirements, including the payment to the Company at the time of any exercise of the Option
of all such taxes and requirements, and the Company shall have the right to deduct from any and all
payments made under the Plan, or to require the Optionee, through payroll withholding, cash payment
or otherwise, to make adequate provision for, the federal, state, local and foreign taxes, if any,
required by law to be withheld by the Company or any Affiliate with respect to the Option or the
Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares, to
release Shares from an escrow or to make any payment in cash under the Plan until the Company’s or
any Affiliate’s tax withholding obligations have been satisfied by the Optionee. The Company shall
have the right, but not the obligation, to deduct from the Shares deliverable to an Optionee upon
exercise, or to accept from the Optionee the tender of, a number of whole Shares having a Fair
Market Value, as determined by the Company, equal to all or any part of the tax withholding
obligations of the Company or any Affiliate. The Fair Market Value of any Shares withheld or
tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by
the applicable minimum statutory withholding rates.



8. Confidential Information and Trade Secrets. The Optionee and the Company agree that
certain materials, including, but not limited to, information, data and other materials relating to
customers, development programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, manufacturing processes, financing methods, plans or the
business and affairs of the Company and its Affiliates, constitute proprietary confidential
information and trade secrets. Accordingly, the Optionee will not at any time during or after the
Optionee’s employment with the Company or thereafter for so long as it remains proprietary or
confidential, disclose or use for the Optionee’s own benefit or purposes or the benefit or purposes
of any other person, firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its Affiliates, any
proprietary confidential information or trade secrets, provided that the foregoing shall not apply
to information which is not unique to the Company or any of its Affiliates or which is generally
known to the industry or the public other than as a result of the Optionee’s breach of this
covenant. The Optionee agrees that upon termination of employment with the Company for any reason,
the Optionee will immediately return to the Company all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, which in any way relate
to the business of the Company and its Affiliates, except that the Optionee may retain personal
notes, notebooks and diaries. The Optionee further agrees that the Optionee will not retain or use
for the Optionee’s account at any time any trade names, trademark or other proprietary business
designation used or owned in connection with the business of the Company or any of its Affiliates.



9. Remedies. The Optionee acknowledges that a violation or attempted violation on the
Optionee’s part of Section 8 will cause irreparable damage to the Company, and the Optionee
therefore agrees that the Company shall be entitled as a matter of right to an injunction, issued
by any court of competent jurisdiction, restraining any violation or further violation of such
promises by the Optionee or the Optionee’s employees, partners or agents. The Optionee agrees that
such right to an injunction is cumulative and in addition to whatever other remedies the Company
may have under law or equity.



10. Failure to Enforce Not A Waiver. The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.



11. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of the
Option, the Optionee or the Optionee’s transferee, if applicable, will make or enter into such
written representations, warranties and agreements as the Company may reasonably request in order
to comply with applicable securities laws, with this Agreement, or as the Company otherwise deems
necessary or advisable.



12. 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.



13. Amendments. This Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto. The Committee may, in its sole and absolute discretion and
without the consent of the Optionee, amend this Agreement, to take effect retroactively or
otherwise, as it deems necessary or advisable for the purpose of (a) conforming this Agreement to
any law, regulation or rule applicable to this Agreement, or (b) waiving any conditions or rights
under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, this Agreement;
provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would materially adversely affect the rights of the Optionee, holder or
beneficiary shall not to that extent be effective without the consent of the Optionee, holder or
beneficiary.



14. 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 Optionee,
to the Optionee’s address as shown in the records of the Company or to such other address as may be
designated in writing by either party.



15. Award Subject to Plan; Amendments to Award. 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 and
prevail.



16. 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.