ex10-53



 







EXHIBIT 10.53



EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT made and entered into as of the 4th day of June,
2001, by and between USEC Inc., a Delaware corporation (the “Company”), and
Dennis R. Spurgeon (the “Executive”).


     WHEREAS, the Company desires to provide for the service and employment of
the Executive with the Company and the Executive wishes to perform services for
the Company, all in accordance with the terms and conditions provided herein;


     NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:



	 	(1)	 	Employment and Term.



     (a)  The Company agrees to employ the Executive, and the Executive agrees
to remain in the employ of the Company, in accordance with the terms and
provisions of this Agreement for the period set forth below (the “Employment
Period”).


     (b)  The Employment Period of this Agreement will commence as of the date
hereof (the “Effective Date”) and continue until the third anniversary of the
Effective Date (the “Third Anniversary”), unless further extended or sooner
terminated as hereinafter provided. The Employment Period shall automatically
be extended for one additional year from the Third Anniversary unless either
party shall have given notice to the other party, at least ninety days prior to
such Third Anniversary, that it does not wish to extend the Employment Period.
Notwithstanding the foregoing, upon the occurrence of a “Change in Control,” as
defined in the USEC Inc. 1999 Equity Incentive Plan (the “Equity Incentive
Plan”), during the Employment Period, this Agreement shall continue in effect
for a period of not less than three years from the date of the Change in
Control, unless sooner terminated as hereinafter provided. References herein
to the Employment Period shall refer to both the initial term and any extended
term hereunder. The Employment Period shall end on the Date of Termination (as
hereinafter defined).


     (c)  The principal location at which the Executive will perform his duties
will be the Company’s principal executive offices in Bethesda, Maryland.



	 	(2)	 	Position; Duties. Commencing as of the Effective Date and
continuing during the Employment Period, the Executive shall serve
as Executive Vice President and Chief Operating Officer of the
Company and shall have the customary duties of such position and
such responsibilities, duties and authority as are specified in the
Company’s charter and/or bylaws and as specified, from time to time,
by the Board of Directors of the Company (the “Board”) or the Chief
Executive Officer of the Company (the “CEO”). The Executive shall
report to the CEO. The Executive shall devote substantially all of
his working time and efforts to the business and affairs of the
Company and shall not engage in activities that interfere with such
performance; provided, however, that this Agreement shall not be
interpreted to prohibit the Executive from managing his personal
investments and affairs, engaging in charitable activities, serving as a member of any board of directors of which he is
currently a member (to the extent disclosed in writing to the CEO
prior to the Effective Date) or, subject to prior approval of the
Board, serving on any other board of directors so long as, in the
reasonable determination of the Board, such activities do not
interfere with the performance of his duties hereunder.



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	 	(3)	 	Compensation. The Executive shall receive the following
compensation for his services hereunder to the Company:



     (a)  Salary. Commencing as of the Effective Date and continuing during the
Employment Period, the Company shall pay to the Executive an annual base salary
(“Annual Base Salary”) at a rate not less than $400,000, such salary to be paid
in conformity with the Company’s policies relating to salaried employees. This
salary in the sole discretion of the Company may be (but is not required to be)
increased from time to time, subject to and in accordance with the Company’s
annual performance review process.


     (b)  Initial Restricted Stock and Option Grant. Effective not later than
the date of the first meeting of the Compensation Committee of the Board (the
“Compensation Committee”) occurring after the Effective Date, the Company shall
cause the Executive to be granted, subject to the terms and conditions of the
Equity Incentive Plan and such other terms and conditions as may be established
by the Compensation Committee in its sole discretion, (i) restricted common
stock of the Company, which shall become vested and nonforfeitable on the third
anniversary of the date of grant, with a value of $100,000 based on the price
of such common stock at the close of trading on the date of grant; and (ii) a
nonqualified option to acquire 300,000 shares of common stock of the Company,
vesting in three equal installments on each of the first three anniversaries of
the date of grant, at a price per share equal to the price per share of such
common stock at the close of trading on the date of grant.


     (c)  Annual Incentive Program. The Executive shall be a participant in the
Company’s annual incentive program as in effect from time to time (the “Annual
Incentive Program”) at a level commensurate with his position, and shall be
entitled to receive such amounts (each, a “Bonus”) as may be authorized,
declared and paid by the Company pursuant to the terms of such program and the
performance goals established by the Compensation Committee. For fiscal year
2002, Executive’s annual incentive target will be 2/3 of the Annual Base Salary
for fiscal year 2002, split evenly between cash and restricted shares in
accordance with the terms of the Equity Incentive Plan and the Annual Incentive
Program.


     (d)  Long-Term Incentive Plan. The Executive shall be a participant in the
Company’s Equity Incentive Plan, and any other long-term equity or cash
compensation programs as the Board may provide for the Company’s senior
management (collectively, the “LTIP”) at a level commensurate with the
Executive’s position.


     (e)  Employee Benefit Plans; Perquisites; Fringe Benefits. During the
Employment Period, the Executive shall be eligible to participate, on a basis
commensurate with his position, in all employee benefit plans, including
supplemental benefit plans, welfare plans, practices, policies and programs,
perquisites and other fringe benefits applicable to senior management of the
Company. In addition, the Company shall provide the Executive with
supplemental executive retirement benefits
pursuant to the terms of the USEC Inc. Supplemental Executive Retirement
Plan (the “SERP”) on a basis no less favorable than that of similarly situated
senior management of the Company, but expressly excluding the CEO for this
purpose.


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     (f)  Expenses. The Company agrees to reimburse the Executive for all
reasonable expenses, including those for travel and entertainment, properly
incurred by him in the performance of his duties under this Agreement in
accordance with policies established from time to time by the Company.


     (g)  Vacation. The Executive shall be entitled to no less than the number
of vacation days in each calendar year as determined in accordance with the
Company’s vacation policy as in effect from time to time, but not less than
five weeks in any calendar year (prorated in any calendar year during which he
is employed hereunder for less than the entire year in accordance with the
number of days in such calendar year in which he is so employed). The
Executive shall also be entitled to all paid holidays and personal days given
by the Company to its executives.


     4.     Termination of Employment.


     (a)  Death; Disability. The Executive’s employment shall terminate
automatically upon the Executive’s death during the Employment Period. The
Company or the Executive may terminate the Executive’s employment on account of
the Executive’s Disability. For purposes hereof, “Disability” shall mean that
the Executive has become totally and permanently disabled as defined or
described in the Company’s long term disability benefit plan applicable to
senior executive officers as in effect at the time the Executive’s disability
is incurred.


     (b)  By the Company for Cause. The Company may terminate the Executive’s
employment during the Employment Period for Cause. For purposes of this
Agreement “Cause” shall mean:



		
	 	        (i) the engaging by the Executive in willful misconduct that is
injurious to the Company or its affiliates;




		
	 	        (ii) the embezzlement or misappropriation of funds or property of
the Company or its affiliates by the Executive, or the conviction of the
Executive of a felony or the entrance of a plea of guilty or nolo
contendere by the Executive to a felony; or




		
	 	        (iii) the willful failure or refusal by the Executive to
substantially perform his duties or responsibilities (other than (x) any
such failure resulting from the Executive’s incapacity due to Disability,
after demand for substantial performance is delivered by the Company to
the Executive that specifically identifies the manner in which the
Company believes the Executive has not substantially performed his
duties, or (y) any such actual or anticipated failure after the issuance
of a Notice of Termination (as defined below) by the Executive for Good
Reason (as defined below)).



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For purposes of this definition, no act, or failure to act, on the Executive’s
part shall be considered “willful” unless done, or omitted to be done, by him
not in good faith and without reasonable belief that his action or omission was
in the best interest of the Company. Notwithstanding the foregoing, the
Executive’s employment shall not be deemed to have been terminated for Cause
unless (A) a
reasonable notice shall have been given to him setting forth in reasonable
detail the reasons for the Company’s intentions to terminate for Cause, and if
such termination is pursuant to clause (i) or (iii) above, and the damage to
the Company is curable, only if the Executive has been provided a period of ten
(10) business days from receipt of such notice to cease the actions or
inactions, and he has not done so; (B) an opportunity shall have been provided
for the Executive together with his counsel, to be heard before the Board; and
(C) if such termination is pursuant to clause (i) or (iii) above, delivery
shall have been made to the Executive of a Notice of Termination from the Board
finding that in the good faith opinion of a majority of the nonmanagement
members of the Board he was guilty of conduct set forth in clause (i) or (iii)
above, and specifying the particulars thereof in reasonable detail. Any
determination of Cause made by the Company in accordance with the foregoing
procedure shall be made by the Company, in its sole discretion. Any such
determination shall be final and binding on the Executive.


     (c)  By the Executive for Good Reason. The Executive may terminate his
employment during the Employment Period for Good Reason. For purposes of this
Agreement, “Good Reason” shall mean, without the Executive’s express written
consent, any of the following, unless such act or failure to act is corrected
prior to the Date of Termination specified in the Notice of Termination given
in respect thereof:



		
	 	        (i) any material breach by the Company of its obligations under this
Agreement, including but not limited to (x) a reduction in the
Executive’s Base Salary as such salary may be increased from time to time
thereafter, and (y) the Company’s requiring the Executive to be based
anywhere other than the offices that constitute the Company’s corporate
headquarters and/or the Company’s principal executive offices;




		
	 	        (ii) the Executive is removed from his position set forth in Section
2 hereof for any reason other than (A) by reason of death or Disability,
or (B) for Cause, or the failure to appoint or re-appoint the Executive
to such position with the Company;




		
	 	        (iii) the Executive is assigned any duties inconsistent with the
Executive’s position (including status, offices, titles and reporting
relationships), authority, duties or responsibilities as in effect as of
the Effective Date (excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith and which is remedied by
the Company promptly following notice thereof given by the Executive);




		
	 	        (iv) the failure to assume this Agreement by any successor to the
Company;




		
	 	        (v) any purported termination of the Executive’s employment that is
not effected pursuant to a Notice of Termination satisfying the
requirements of paragraph (d) below, which termination for purposes of
this Agreement shall be ineffective; or




		
	 	        (vi) termination of employment by the Executive that is deemed by a
majority of the nonmanagement members of the Board to constitute Good
Reason.



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Notwithstanding the foregoing, the Company’s failure to extend this Agreement
in accordance with Section 1(b) shall not be deemed to constitute “Good Reason”
for termination of the Executive’s employment, and a termination shall not be
treated as a termination for Good Reason unless the
Executive shall have delivered a Notice of Termination within 90 days of the
Executive’s having actual knowledge of the occurrence of one of such events,
stating that the Executive intends to terminate employment for Good Reason.
For purposes of this Agreement, any good faith determination of “Good Reason”
made by the Executive shall be conclusive.


     (d)  Notice of Termination. Any termination of the Executive’s employment
(other than by reason of death) shall be communicated by Notice of Termination
to the other party hereto in accordance with Section 11(b) of this Agreement.
For purposes of this Agreement, a “Notice of Termination,” means a written
notice that indicates the specific termination provision in this Agreement
relied upon, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated, and specifies the Date of Termination. The failure
by the Executive or the Company to set forth in the Notice of Termination any
fact or circumstance that contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company under this Agreement
or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights under this
Agreement.


     (e)  Date of Termination. “Date of Termination” shall mean:



		
	 	        (i) if the Executive’s employment is terminated by reason of
Disability, or by the Executive for Good Reason, other than a termination
pursuant to Section 4(c)(iv) of the definition of Good Reason, the date
specified in the Notice of Termination (which shall not be less than 30
nor more than 60 days from the date such Notice of Termination is given);




		
	 	        (ii) if the Executive’s employment is terminated by the Company for
Cause or without Cause, or by the Executive for other than Good Reason,
the date the Notice of Termination is received;




		
	 	        (iii) if the Executive’s employment is terminated by the Executive
for Good Reason pursuant to Section 4(c)(iv) hereof, the date upon which
any succession referred to therein becomes effective;




		
	 	        (iv) if the Executive’s employment is terminated by reason of death,
the date of death; and




		
	 	        (v) if the Executive’s employment is terminated by reason of the
expiration of the Employment Period, the last day of the Employment
Period.



     5.     Obligations of the Company upon Termination.


     (a)  Termination by the Executive for Good Reason or by the Company Other
than for Cause. If the Executive’s employment is terminated by the Executive
for Good Reason or by the Company other than for Cause:



		
	 	        (i) the Company shall pay to the Executive, within 10 days following
the Date of Termination, a lump sum amount in cash equal to the sum of:



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        (A) the Executive’s Annual Base Salary through the Date of
Termination to the extent not previously paid;




		
	 	
                
                

        (B) an amount equal to the target Bonus for the fiscal year
prior to the Date of Termination, to the extent such Bonus has been
earned but not paid, and for the fiscal year that includes the Date
of Termination. the target Bonus multiplied by a fraction, the
numerator of which shall be the number of days from the beginning
of such fiscal year to and including the Date of Termination and
the denominator of which shall be three hundred and sixty-five
(365); and




		
	 	

                
                
        (C) any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any
accrued vacation pay, in each case to the extent not previously
paid.




		
	 	The amounts specified in clauses (A), (B) and (C) hereof shall be
hereinafter referred to as the “Accrued Obligations”;




		
	 	        (ii) the Company shall pay to the Executive, within 10 days
following the Date of Termination, a lump sum amount, in cash, equal to
one times (two and one-half times if the Date of Termination occurs on or
after the date of a Change in Control) the sum of the Final Average
Salary and the Final Average Bonus, where (A) the “Final Average Salary”
means the average of the Executive’s Annual Base Salary as in effect for
each of the three years preceding the Date of Termination (or, if
shorter, the number of years from the Effective Date to the Date of
Termination) and (B) the “Final Average Bonus” means the average of the
Bonuses awarded to the Executive pursuant to the Annual Incentive Program
with respect to the three years preceding the Date of Termination (or, if
shorter, the number of years from the Effective Date to the Date of
Termination, and provided that, until such time as Executive has received
a Bonus with respect to fiscal year 2002, the Final Average Bonus shall
be deemed to be 2/3 of the Executive’s Annual Base Salary as then in
effect); and




		
	 	        (iii) subject to the Executive’s continued compliance with Section 9
hereof, the Company shall continue life, disability, accident and health
insurance benefits (including supplemental health and life insurance
benefits) substantially similar to those that the Executive was receiving
immediately prior to the Date of Termination (or if applicable, prior to
the Change in Control, or thereafter, if higher) until the earlier to
occur of (i) the first anniversary of the Date of Termination (or if the
Date of Termination occurs on or after a Change in Control, the date that
is 30 months following the Date of Termination) or (ii) such time as the
Executive is covered by comparable programs of a subsequent employer;
provided, however, that in the event the Company is unable to provide
such benefits, the Company shall make annual payments to the Executive in
an amount such that following the Executive’s payment of applicable taxes
thereon, the Executive retains an amount equal to the cost to the
Executive, net of any cost that would otherwise be borne by the
Executive, of obtaining comparable life, disability, accident and health
insurance coverage. Benefits otherwise receivable by the Executive
pursuant to this Section 5(a)(iii) shall be reduced to the extent
comparable benefits are actually received during the one year (or
30-month, as the
case may be) period following termination, and any such benefits
actually received by the Executive shall be reported to the Company; and.



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(iv)  all of the Executive’s stock options (vested or nonvested) shall
become exercisable and shall remain exercisable for one year, but in no event
shall such period exceed the term of the stock options; and all restrictions
pertaining to the Executive’s restricted stock or other equity based awards
shall lapse on the Date of Termination


     (b)  Termination By Reason of Death or Disability. If the Executive’s
employment shall be terminated by reason of the Executive’s death or
Disability, then the Company shall pay the Executive the amounts and benefits
described in clauses (a)(i) and (a)(iv) above (and solely in the case of
Disability, the benefits in clause (a)(iii) above), as well as all death and
disability benefits payable under group insurance programs and other fringe
benefit programs that the Company may from time to time make available to its
executive officers.


     (c)  Termination By Company Upon Expiration of the Employment Period. If
the Executive’s employment shall be terminated by the Company (other than for
Cause) upon the expiration of the Employment Period, then the Company shall pay
to the Executive the amounts and benefits described in clauses (a)(i)-(iv)
above.


     (d)  Termination by the Company for Cause or By the Executive for Other
than Good Reason. Subject to the provisions of Section 6 of this Agreement, if
the Executive’s employment shall be terminated by the Company for Cause or by
the Executive for other than Good Reason, death or Disability, in either case,
during the Employment Period, the Company shall have no further obligations to
the Executive under this Agreement other than the obligation to pay to the
Executive Annual Base Salary through the Date of Termination, earned bonuses
and any amount of compensation previously deferred by the Executive, in each
case to the extent previously unpaid, and the Executive shall have no further
obligations to the Company under this Agreement other than pursuant to Section
9(a) of this Agreement. All of the Executive’s stock options that have not yet
become exercisable shall expire and all of the Executive’s restricted stock
awards and other restricted equity based awards as to which the applicable
restrictions have not yet lapsed shall be forfeited on the Date of Termination.


     (e)  Certain Tax Consequences. Whether or not the Executive becomes
entitled to the payments and benefits described in this Section 5, if any of
the payments or benefits received or to be received by the Executive in
connection with a change in ownership or control of the Company (a “Statutory
Change in Control”), as defined in section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), or the Executive’s termination of employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a Statutory
Change in Control or any person affiliated with the Company or such person)
(collectively, the “Severance Benefits”) will be subject to any excise tax (the
“Excise Tax”) imposed under section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), the Company shall pay to the Executive an additional
amount equal to the Excise Tax (the “Excise Tax Payment”).


     For purposes of determining whether any of the Severance Benefits will be
subject to the Excise Tax and the amount of such Excise Tax:



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        (i) all of the Severance Benefits shall be treated as “parachute
payments” within the meaning of Code section 280G(b)(2), and all “excess
parachute payments” within the meaning of Code section 280G(b)(1) shall
be treated as subject to the Excise Tax, unless, in the opinion of tax
counsel selected by the Company’s independent auditors and reasonably
acceptable to the Executive, such other payments or benefits (in whole or
in part) do not constitute parachute payments, including by reason of
Code section 280G(b)(4)(A), or such excess parachute payments (in whole
or in part) represent reasonable compensation for services actually
rendered, within the meaning of Code section 280G(b)(4)(B), in excess of
the “Base Amount” as defined in Code section 280G(b)(3) allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax;
and

	 
	 	        
(ii)  the value of any non-cash benefits or any deferred payment or
benefit shall be determined by the Company’s independent auditors in
accordance with the principles of Code section 280G(d)(3) and (4).






     In the event that the Excise Tax is subsequently determined to be less
than the amount taken into account hereunder at the time of termination of the
Executive’s employment, the Executive shall repay to the Company, at the time
that the amount of such reduction in Excise Tax is finally determined (the
“Reduced Excise Tax”), the difference of the Excise Tax Payment and the Reduced
Excise Tax. In the event that the Excise Tax is determined to exceed the
amount taken into account hereunder at the time of the termination of the
Executive’s employment (including by reason of any payment the existence or
amount of which could not be determined at the time of the Excise Tax Payment),
the Company shall make an additional Excise Tax payment in respect of such
excess (plus any interest or penalties payable by the Executive with respect to
such excess) at the time that the amount of such excess is finally determined.
The Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of liability for Excise Tax with respect to the Severance
Benefits.


     (f)  Other Fees and Expenses. With respect to a termination of Executive’s
employment prior to a Change in Control, the prevailing party shall be entitled
to recover from the other party to this Agreement, all reasonable legal fees
and expenses incurred in contesting or disputing any termination of employment
or in seeking to obtain or enforce any right or benefit to which such party is
entitled under this Agreement. With respect to a termination of Executive’s
employment following a Change in Control, the Company shall bear its own legal
fees and expenses in connection with any such dispute, but the Company shall
pay the Executive’s reasonable legal fees and expenses if the Executive is the
prevailing party in connection with any such dispute.


     6. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any benefit plan,
program, policy or practice provided by the Company and for which the Executive
may qualify (except with respect to any benefit to which the Executive has
waived his rights in writing), nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any other contract or
agreement entered into after the Effective Date with the Company. Amounts that
are vested benefits or that the Executive is otherwise entitled to receive
under any benefit plan, policy, practice or program of, or any contract or
agreement entered into after the date hereof with, the Company at or subsequent
to
the Date of Termination, shall be payable in accordance with such benefit plan,
policy, practice, program, contract or agreement, except as explicitly modified
by this Agreement.


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     7.     Full Settlement; Mitigation. The Company’s obligation to make the
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the Company may have
against the Executive or others. The Executive shall not be required to
mitigate the amount of any payment or benefit provided for in Section 5 hereof
by seeking other employment or otherwise, nor (except as specifically provided
in Section 5 hereof) shall the amount of any payment or benefit provided for in
Section 5 hereof be reduced by any compensation earned by the Executive as the
result of employment by another employer or by retirement benefits after the
Date of Termination, or otherwise.


     8.     Arbitration. Except as otherwise provided in Section 9 hereof, the
parties agree that any dispute, claim, or controversy based on common law,
equity, or any federal, state, or local statute, ordinance, or regulation
(other than workers’ compensation claims) arising out of or relating in any way
to the Executive’s employment, the terms, benefits, and conditions of
employment, or concerning this Agreement or its termination and any resulting
termination of employment, including whether such dispute is arbitrable, shall
be settled by arbitration. This agreement to arbitrate includes but is not
limited to all claims for any form of illegal discrimination, improper or
unfair treatment or dismissal, and all tort claims. The Executive shall still
have a right to file a discrimination charge with a federal or state agency,
but the final resolution of any discrimination claim shall be submitted to
arbitration instead of a court or jury. The arbitration proceeding shall be
conducted under the employment dispute resolution arbitration rules of the
American Arbitration Association in effect at the time a demand for arbitration
under the rules is made. The decision of the arbitrator(s), including
determination of the amount of any damages suffered, shall be exclusive, final,
and binding on all parties, their heirs, executors, administrators, successors
and assigns.


     9.     Confidential Information; Non-Solicitation; Non-Competition. (a) The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret, proprietary, or confidential materials, knowledge, data or any other
information relating to the Company or any of its affiliated companies, and
their respective businesses (“Confidential Information”), which shall have been
obtained by the Executive during the Executive’s employment by the Company or
any of its affiliated companies and that shall not have been or now or
hereafter have become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). During the
Employment Period and (a) for a period of five years thereafter with respect to
Confidential Information that does not include trade secrets, and (b) any time
thereafter with respect to Confidential Information that does include trade
secrets, the Executive shall not, without the prior written consent of the
Company or as may otherwise be required by law or legal process, communicate or
divulge any such information, knowledge or data to anyone other than the
Company and those designated by it.


     (b) In addition, the Executive shall not, at any time during the
Employment Period and for any period thereafter with respect to which the
Executive is in receipt of a severance benefit under this Agreement (by way of
illustration, if the Executive terminates his employment for Good Reason, for a
period of one year), (i) engage or become interested as an owner (other than as
an owner of less than 5% of the stock of a publicly owned company),
stockholder, partner, director,
officer, employee (in an executive capacity), consultant or otherwise in
any business that is competitive with any business conducted by the Company or
any of its affiliated companies during the Employment Period or as of the Date
of Termination, as applicable or (ii) recruit, solicit for employment, hire or
engage any employee or individual consultant of the Company or any person who
was an employee or individual consultant of the Company within two (2) years
prior to the Date of Termination. The Executive acknowledges that these
provisions are necessary for the Company’s protection and are not unreasonable,
since he would be able to obtain employment with companies whose businesses are
not competitive with those of the Company and its affiliated companies and
would be able to recruit and hire personnel other than employees of the
Company. The duration and the scope of these restrictions on the Executive’s
activities are divisible, so that if any provision of this paragraph is held or
deemed to be invalid, that provision shall be automatically modified to the
extent necessary to make it valid.


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     The Executive acknowledges that a violation or attempted violation on the
Executive’s part of this Section 9 will cause irreparable damage to the
Company, and the Executive therefore agrees that the Company shall be entitled
as a matter of right to an injunction, out of any court of competent
jurisdiction, restraining any violation or further violation of such promises
by the Executive or the Executive’s employees, partners or agents. The
Executive 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.     Successors.


     (a)  This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution.


     (b)  This Agreement shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive
should die while any amount would still be payable hereunder if the Executive
had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the Executive’s
devisee, legatee or other designee or, if there is no such designee, to the
Executive’s estate.


     (c) The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, “Company” shall mean the Company as defined above
and any successor to its business and/or assets that assumes and agrees to
perform this Agreement by operation of law, or otherwise. Prior to a Change in
Control, the term “Company” shall also mean any affiliate of the Company to
which the Executive may be transferred and the Company shall cause such
successor employer to be considered the “Company” and to be bound by the terms
of this Agreement and this Agreement shall be amended to so provide. Following
a Change in Control, the term “Company” shall not mean any affiliate of the
Company to which Executive may be transferred unless the Executive shall have
previously approved of such transfer in writing, in which case the Company
shall cause such successor employer to be considered the “Company” and to be
bound by the terms
of this Agreement and this Agreement shall be amended to so provide.
Failure of the Company to obtain an assumption and agreement as described in
this Section 10(c) prior to the effective date of a succession shall be a
breach of this Agreement and shall entitle the Executive to compensation from
the Company in the same amount and on the same terms as the Executive would be
entitled to under this Agreement if the Executive were to terminate the
Executive’s employment for Good Reason, except that, for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination.


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     11.     Miscellaneous.


     (a)  This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without reference to the conflict of laws
provisions thereof. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. No provision of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by the Executive
and such officer as may be specifically designated by the Board. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement.


     (b)  All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return-receipt requested, postage prepaid, addressed as
follows:



	 	If to the Executive:




	 	Dennis R. Spurgeon

c/o USEC Inc.

2 Democracy Center

6903 Rockledge Drive

Bethesda, Maryland 20817-1818




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	 	with a copy to:




	 	John W. Griffin, Esq.

Duane, Morris & Heckscher LLP

1667 K Street N.W., Suite 700

Washington, D.C. 20006-1608

Phone:(202) 776-7854

Facsimile: (202) 776-7801




	 	If to the Company:




	 	USEC Inc.

2 Democracy Center

6903 Rockledge Drive

Bethesda, Maryland 20817-1818

Attention: General Counsel



or to such other address as either party shall have furnished to the other in
writing in accordance with this Agreement. Notice and communications shall be
effective when actually received by the addressee.


     (c)  If any provision of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


     (d)  The 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.


     (e)  This Agreement contains the entire understanding of the parties with
respect to the subject matter herein and supersedes any prior agreements
between the Company and the Executive. There are no restrictions, agreements,
promises, warranties, covenants or undertakings between the parties with
respect to the subject matter herein other than those expressly set forth
herein.


     (f)  To the extent, and only to the extent, that a payment or benefit paid
or provided under this Agreement would also be paid or provided under the terms
of an applicable plan, program or arrangement, such applicable plan, program or
arrangement will be deemed to have been satisfied by the payment made or
benefit provided under this Agreement.


     (g) This Agreement may be signed in several counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.


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     IN WITNESS WHEREOF, the Executive and the Company have caused this
Agreement to be executed as of the day and year first above written.




	 	 	 	 
	 	USEC Inc.	 
	 	 

	 
	 	By:	/s/ Henry Z Shelton, Jr.



Henry Z Shelton, Jr.

Senior Vice President and

          Chief Financial Officer	 
	 
	 	EXECUTIVE	 
	 
	 	 	/s/ Dennis R. Spurgeon



Dennis R. Spurgeon	 



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AMENDMENT TO EMPLOYMENT AGREEMENT



     AMENDMENT dated as of January 22, 2002 to the Employment Agreement dated
as of June 4, 2001 (the “Agreement”) by and between USEC Inc., a Delaware
corporation (the “Company”), and Dennis R. Spurgeon (the “Executive”).


     WHEREAS, the Compensation Committee of the Company’s Board of Directors
has made certain adjustments to the Company’s executive compensation program
effective in fiscal year 2002; and


     WHEREAS, the Company and the Executive desire to amend the Agreement to be
consistent with such adjustments;


     NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:



	 	(4)	 	Amendments. Effective as of the date first written above,
the Agreement is amended as follows:
	 
	 	(a)	 	The last sentence of Section 3(c) of the Agreement is revised
to read as follows:
	 
	 	 	 	“For fiscal year 2002, Executive’s annual incentive target will be 95%
of the Annual Base Salary for fiscal year 2002, split 65% and 35%
between cash and restricted shares, respectively, in accordance with
the terms of the Equity Incentive Plan and the Annual Incentive
Program.”
	 
	 	(b)	 	In Section 5(a)(ii) of the Agreement, the reference to “2/3 of the
Executive’s Annual Base Salary” is revised to read “95% of the Executive’s
Annual Base Salary”.



     2.     Except as modified herein, the Agreement shall remain unchanged and in
full force and effect.


     IN WITNESS WHEREOF, the Executive and the Company have caused this
Amendment to be executed as of the day and year first above written.




	 	 	 	 	 	 	 
	USEC Inc.	 	
EXECUTIVE
	 
	By:    	/s/  	Henry Z Shelton, Jr.	 	        /s/  	Dennis R. Spurgeon	 
	 	
	 	
	 
	 	 	Henry Z Shelton, Jr.

Senior Vice President and

Chief Financial Officer	 	 	Dennis R. Spurgeon	 




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