Exhibit 10.9

 

EnergySolutions, Inc.

 

BOARD OF DIRECTORS

SUMMARY OF COMPENSATION TERMS

FOR

 

                                                       (“DIRECTOR”)

 

The following sets forth the terms of the compensation agreement between the Director and EnergySolutions, Inc. (the “Company”).

 

	
Job Title/ Responsibilities:
    	
 
    	
Director   shall be a Director on the Company’s the Board of Directors (the “Board”).   Director shall have such responsibilities as are customary for such a   position.
    
	
 
    	
 
    	
 
    
	
Term:
    	
 
    	
Director’s   initial term shall continue until the next annual meeting of stockholders of   the Company (a “Term”). Director may, if nominated by the Nominating   and Corporate Governance Committee and approved by the Board, stand for   reelection.
    
	
 
    	
 
    	
 
    
	
Cash Retainer:
    	
 
    	
Director’s   annual cash retainer (the “Cash Retainer”) shall be $55,000, which   shall constitute full compensation for six Board meetings per calendar year.   For additional Board meetings, Director will be paid $1,250 per meeting.
    
	
 
    	
 
    	
 
    
	
Chairman Fee:
    	
 
    	
Director’s   annual Chairman of the Board Fee (the “Chairman Fee”) shall be $72,000.
    
	
 
    	
 
    	
 
    
	
Chair Fee:
    	
 
    	
Director’s   annual chair fee for each committee chaired by Director (the “Chair Fee”)   shall be $10,000. This includes the Lead Independent Director and the EnergySolutions Foundation Board Chair.
    
	
 
    	
 
    	
 
    
	
Committee Meeting Defined
    	
 
    	
Committee   meeting duration must be at least 30 minutes to constitute a meeting for the   purpose of payment of the meeting fee. At the conclusion of each session, the   Committee members must validate whether the time spent qualifies as a   Committee meeting.
    
	
 
    	
 
    	
 
    
	
Committee Meeting Fee:
    	
 
    	
Director’s   fee per Committee meeting attended of which Director is a member (the “Committee   Meeting Fee”) shall be $1,250. The EnergySolutions   Foundation Board is excluded from the Committee Meeting Fee.
    
	
 
    	
 
    	
 
    
	
Payment of Fees
    	
 
    	
One-fourth   of the Cash Retainer, the Chairman Fee and the Chair Fee shall be paid at the   beginning of each calendar quarter. Committee Meeting Fees shall be paid   following the meeting for which they are earned.
    


 











 

	
Equity Compensation:
    	
 
    	
Director   shall be granted an award under the Company’s stock incentive plan of shares   of the Company’s common stock (a “Share Award”) upon election of the   Director at the Company’s annual meeting of stockholders.. The number of   shares in each Share Award shall be determined by dividing $75,000 by the   average closing price of the Company’s common stock during the 30 trading   days preceding the date on which the Share Award is granted (the “Grant   Date”), rounded to the nearest whole share (with .5 or above rounding   up). Shares of “restricted stock” issued pursuant to the previous Board   Compensation Term Sheet will vest as outlined in such term sheet.
    
	
 
    	
 
    	
 
    
	
Expenses Reimbursement:
    	
 
    	
Company   shall reimburse Director for all reasonable out-of-pocket expenses incurred   in association with Company’s meetings.
    
	
 
    	
 
    	
 
    
	
Transoceanic Travel
    	
 
    	
Company   shall pay Director an additional $2,000 fee if Director is required to travel   across an ocean to attend Board meetings.
    
	
 
    	
 
    	
 
    
	
Minimum Ownership:
    	
 
    	
So   long as Director serves on the Board, Director shall continue to retain the   ownership of, and shall not sell, assign, transfer or pledge any of the   shares included in any Share Award (or restricted share award) granted to   Director prior to the second anniversary of Director’s service on the Board .   Certificates representing such shares will bear a restrictive legend   referring to this contractual ownership restriction.
    
	
 
    	
 
    	
 
    
	
Termination/  Amendment:
    	
 
    	
With   approval of the Board, this Summary of Compensation Terms may be terminated   or amended at any time, or from time to time, by the Company by written   notice to Director.
    


 

Agreed to this          day of                           , 2012.

 

	
ENERGYSOLUTIONS, INC.
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By
    	
 
    	
 
    
	
David G. Angerbauer, Corporate Secretary
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
DIRECTOR
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By