Exhibit 10.1


 


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 Board of Directors. 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 (“Term”). Upon
  expiration, 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 (“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.

  
	
   

  	
   

  	
   

  
	
  Chair Fee:

  	
   

  	
  Director’s
  annual chair fee for each committee chaired by the Director (“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 if the time spent qualifies as a Committee
  meeting.

  
	
   

  	
   

  	
   

  
	
  Committee Meeting Fee:

  	
   

  	
  Director’s
  fee per Committee meeting attended of which Director is a member (“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 and 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”)
  on the first day of the calendar month following Director’s election or
  appointment and each anniversary thereof. 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 of Directors 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 of Directors
  of the Company, 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 of Directors. Certificates representing
  such shares will bear a restrictive legend referring to this contractual
  ownership restriction.

  
	
   

  	
   

  	
   

  
	
  Termination/  Amendment:

  	
   

  	
  With approval of the Board of Directors, 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
                            ,
  2009.

  	
   

  
	
   

  	
   

  
	
  ENERGYSOLUTIONS, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
	
  Val John Christensen

  	
   

  
	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DIRECTOR