exv10w62



 


EXHIBIT 10.62



SEVERANCE AGREEMENT AND GENERAL RELEASE



           This Severance Agreement and General Release (the “Agreement”) is between
USEC Inc., a Delaware corporation (“USEC” or the “Company”) and Dennis R.
Spurgeon (the “Employee”) (USEC and Employee being sometimes referred to herein
individually as the “Party” and collectively as the “Parties”).




           WHEREAS, Employee has been employed by USEC in the capacity of Executive
Vice President and Chief Operating Officer of the Company;




           WHEREAS, Employee and the Company are parties to an Employment Agreement
dated as of June 4, 2001, as amended (the “Employment Agreement”), that
provides for certain severance benefits upon Employee’s termination;




           WHEREAS, Employee and USEC have agreed that Employee’s employment with the
Company will be terminated November 30, 2003 (the “Termination Date”), and to
reduce the impact of the termination, the Company hereby offers Employee a
severance payment in addition to the severance benefits provided to Employee in
the Employment Agreement, in exchange for, among other things, Employee’s full
release of claims against the Company and the other covenants and agreements
contained herein;




           NOW THEREFORE, IT IS HEREBY AGREED by and between Employee and USEC as
follows:




      1.  SEVERANCE PAYMENT.




           (a)    In full consideration of Employee’s execution of this Agreement, and
his agreement to be legally bound by its terms, the Company agrees to pay to
Employee as severance pay, in addition to the severance benefits provided to
Employee under the Employment Agreement, the gross sum of $228,956
(representing approximately 25% of Employee’s final average base salary and
bonus), minus all payroll deductions required by law or authorized by Employee
(the “Severance Payment”), upon either the next regularly scheduled pay day
after the 8th day following either Employee’s execution of this Agreement or
the next regularly scheduled pay day after the Termination Date, whichever is
later.




           (b)    Employee acknowledges and agrees that the Severance Payment provided
in Section 1(a) constitutes consideration beyond the severance benefits
provided to Employee under the Employment Agreement and that, but for the
mutual covenants set forth in this Agreement, the Company otherwise would not
be obligated to provide to the Employee, and that the Company is under no
obligation whatsoever to make, any other severance payment to the Employee.



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      2.  GENERAL RELEASE. Employee, for and in consideration of the
undertakings of the Company set forth herein, and intending to be legally
bound, does hereby remise, release, and forever discharge USEC and its parents,
subsidiaries, affiliates, and its and their officers, directors, shareholders,
employees and agents, its and their respective successors and assigns, heirs,
executors, and administrators (herein referred to collectively as “Releasees”)
of and from any and all actions and causes of actions, suits, debts, claims and
demands whatsoever in law or in equity, which he ever had, now has, or which
his heirs, executors or administrators may have, by reason of any matter, cause
or thing whatsoever, from the beginning of his employment with USEC up to and
including the Termination Date, and particularly, but without limitation, any
claims arising from or relating in any way to his employment relationship or
the termination of his employment relationship with USEC, including, but not
limited to, any claims which have been asserted, could have been asserted or
could be asserted now or in the future, including any claims under any federal,
state or local laws, including, but not limited to, the United States
Constitution, the Maryland Constitution, Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act of
1967, as amended,
the Americans with Disabilities Act of 1990, as amended, the Fair Labor
Standards Act, as amended, the National Labor Relations Act, as amended, the
Labor-Management Relations Act, as amended, the Workers Retraining and
Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as
amended, the Employee Retirement Income Security Act of 1974, as amended,
Section 211 of the Energy Reorganization Act of 1974, as amended, and the
Maryland Human Rights Act, as amended or any other Maryland Statute or
Regulation. This General Release does not prohibit Employee from bringing an
action to challenge the validity of this Agreement.




      3.  NON SUIT. Employee agrees and covenants that neither he, nor any
person, organization or other entity on his behalf, will file, charge, claim,
sue or cause to permit to be filed, charged or claimed, any civil action, suit,
arbitration or legal proceeding for personal relief (including any action for
damages, injunctive, declaratory, monetary or other relief) against the
Releasees involving any matter occurring at any time in the past up to and
including the Termination Date or involving any continuing effects of any acts
or practices which may have arisen or occurred prior to the Termination Date or
in connection with the calculation of benefits or amounts due Employee under
the Employment Agreement or any Company benefit plan, including the Company’s
Supplemental Executive Retirement Plan. Employee further agrees that if any
person, organization, or other entity should bring a claim against the
Releasees involving any such matter, he will not accept any personal relief in
such action.




      4.  NO DISPARAGEMENTS. Employee agrees that Employee shall not make any
oral or written, public or private statements that are disparaging of the
company, its parents, subsidiaries or affiliates, or any of their respective
present or former officers, directors, agents, employees, successors or
assigns.




      5.  RETURN OF COMPANY’S DOCUMENTS AND PROPERTY. Employee agrees to return
all records, documents, proposals, notes, lists, files and any and all other
materials including, without limitation, computerized an/or electronic
information that refers, relates or otherwise pertains to the Company, or any
and all of the Company’s parents, subsidiaries or affiliates, or any of their
respective officers, directors, shareholders, agents, employees, and successors
or assigns, and any and all business dealings of said persons and entities. In
addition,



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Employee shall return to the Company all property or equipment that
the Employee has been issued during the course of the Employee’s employment or
which the Employee otherwise currently possesses. Employee shall deliver to
the Company on or before the Termination Date at Employee’s expense all of the
Company’s records, document, proposals, notes, lists, files, materials,
property and equipment that are in the Employee’s possession. Employee is not authorized to retain
any copies of any such records, documents, proposals, notes, lists, files or
materials. Nor is the Employee authorized to retain any other of the Company’s
property or equipment.




      6.  NON-COMPETITION. For purposes of Section 9(b) of the Employment
Agreement, the period during which Employee shall not 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, shall be extended by 3 months in addition to the period required
under the Employment Agreement.




      7.  REMEDIES. Employee acknowledges that a violation or attempted
violation on the Employee’s part of Section 6 of this Agreement will cause
irreparable damage to the Company, and Employee 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 Employee. Employee agrees that such right to an injunction
is cumulative and in addition to whatever other remedies the Company may have
under law or equity. Employee also stipulates and agrees that USEC shall be
entitled to the return of all severance pay under this Agreement as a partial
remedy for any breach or violation of Section 6.




      8.  NON-ADMISSION OF LIABILITY. Nothing in this Agreement shall be
construed as an admission of liability or violation of federal, state or local
statute or regulation, or of any duty owed by Employee or the Releasees;
rather, Employee and the Releasees are resolving all matters arising out of
their employer-employee relationship with all other relationships between
Employee and the Releasees, as to each of which each of the Releasees and
Employee deny any liability.




      9.  NUCLEAR, WORKPLACE, PUBLIC SAFETY AND SARBANES-OXLEY CONCERNS.
Employee understands and acknowledges that nothing in this Agreement prohibits,
penalizes, or otherwise discourages him from reporting, providing testimony
regarding, or otherwise communicating any nuclear safety concern, workplace
safety concern, public safety concern, or concern of any sort, to the U.S.
Nuclear Regulatory Commission, the U.S. Department of Labor, or any federal or
state government agency. Employee further understands and acknowledges that
nothing in the provisions of this Agreement conditions or restricts his
communication with, or full cooperation in proceedings or investigations by,
any federal or state agency. Employee also understands and acknowledges that
nothing in this Agreement shall be construed to prohibit him from engaging in
any activity protected by the Sarbanes-Oxley Act, 18 U.S.C. § 1514A.



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      10.  REVIEW AND REVOCATION PERIOD.




             (a)    Employee hereby certifies that he has read the terms of this
Agreement, that he has been informed by the Company, through this document,
that he should discuss this Agreement with an attorney of his own choice, and
that he understands its terms and effects. Employee further certifies that he
has the intention of releasing all claims recited herein in exchange for the
consideration described herein, which he acknowledges as adequate and
satisfactory to him.




             (b)    Employee hereby certifies that he is signing and entering into this
Agreement as a free and voluntary act without duress or undue pressure of
influence of any kind or nature
whatsoever and has not relied on any promises, representations or
warranties regarding the subject matter hereof other than as set forth in this
Agreement.




             (c)    Employee acknowledges that he has been given the right to consider
this Agreement for a period of at least twenty-one (21) days prior to entering
into the Agreement. Employee further acknowledges that he has the right to
revoke this Agreement within seven (7) days of its execution by giving written
notice of such revocation by hand delivery or fax the Company, Attention
Richard Rowland (fax no. 301-564-3203).




      11. SEVERABILITY. While the provisions contained in this Agreement are
considered by the Parties to be reasonable in all circumstances, it is
recognized that some provisions may fail for technical reasons. Accordingly,
it is hereby agreed and declared that if one or more of such provisions shall,
either by itself or themselves or taken with others, be adjudged to be invalid
as exceeding what is reasonable in all circumstance for the protection of the
interests of the Company, but would be valid if any particular restrictions or
provisions were deleted or restricted or limited in a particular manner, then
the said provisions shall apply with any such deletions, restrictions,
limitations, reductions, curtailments, or modifications as may be necessary to
make them valid and effective and the remaining provisions shall be unaffected
thereby.




      12. ENTIRE AGREEMENT; MODIFICATION. This Agreement and the Employment
Agreement constitute the entire understanding of the Parties regarding the
subject matter hereof, and may not be modified without the express written
consent of the Parties.



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      13. GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement and any
disputes arising therefrom shall be governed by the laws of the State of
Maryland and Employee hereby agrees to submit to jurisdiction of the courts of
the State of Maryland for any claims arising under this Agreement.




      IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
have executed the foregoing Severance Agreement and General Release this 21st
day of November, 2003.






	 	 	 	 	 
	USEC Inc.	 	EMPLOYEE:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	 	
/s/ Timothy B. Hansen
	 	/s/ Dennis R. Spurgeon
	 	 	


	 	

	 	 	 	 	Signature – Dennis R. Spurgeon
	Title:	 	
Senior Vice President, General Counsel and Secretary
	 	SSN:
	 	 	

	 	 





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