exv10w37







EXHIBIT 10.37




CHANGE IN CONTROL AGREEMENT




     AGREEMENT (this “Agreement”) by and between USEC Inc., a Delaware corporation (the “Company”)
and                      (the “Executive”) dated and effective as of                     , ___.



     WHEREAS, the Executive is currently an employee of the Company;



     WHEREAS, the Board of Directors of the Company has determined that it is essential to the best
interests of the Company and its shareholders to foster the continued employment of the Executive,
notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in Section
1 hereof) of the Company;



     WHEREAS, the Board of Directors of the Company has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of the Executive in the
Executive’s assigned duties without distraction in the face of potentially disturbing circumstances
arising from any possible Change in Control of the Company; and



     WHEREAS, the Board of Directors of the Company has concluded that the interests of the Company
described above can be best satisfied by agreeing to make certain payments to the Executive if the
Executive’s employment is terminated during a protected period prior to or following a Change in
Control;



     NOW, THEREFORE, the parties hereto hereby agree as follows:


1. Definitions. As used in this Agreement, the following terms shall have the meanings set
forth below:




     “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the
Company, (ii) any entity in which the Company has a significant equity interest and (iii) an
affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange
Act, in each case as determined by the Committee.



     “Board” shall mean the Board of Directors of the Company or, in the case of any subsidiary of
the Company, the board of directors, board of control, board of managers or other governing body of
such subsidiary.



     “Cause” shall mean any of the following:




     (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 material 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 or
her duties or responsibilities that continues 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 or her duties (other
than (a) any such failure resulting from the Executive’s incapacity due to Disability, or
(b) any such actual or anticipated failure after the issuance of a Notice of Termination by
the Executive for Good Reason).


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 or her not in good faith and
without reasonable belief that his or her 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 or her
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 or
its Affiliates is curable, only if the Executive has been provided a period of ten business days
from receipt of such notice to cease the actions or inactions, and he or she has not done so; (B)
an opportunity shall have been provided for the Executive together with his or her counsel, to be
heard before the Board of Directors of the Company; 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 of Directors of the Company finding that in the good faith opinion of a
majority of the non-management members of the Board of Directors of the Company he or she 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.




     “Change in Control” shall mean the following and shall be deemed to have occurred if any of
the following events shall have occurred:




     (i) any “Person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act
or Persons acting as a group (other than (A) the Company, (B) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, and (C) any corporation
owned, directly or indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of Shares), is or becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
by reason of having acquired such securities during the 12-month period ending on the date
of the most recent acquisition (not including any securities acquired directly from the
Company or its Affiliates) representing thirty percent (30%) or more of the total voting
power of the Company’s then outstanding voting securities;




     (ii) the majority of members of the Company’s Board is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the
members of the Company’s Board before the date of the appointment;



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     (iii) there is consummated a merger or consolidation of the Company or any subsidiary
of the Company with any other corporation or other entity, resulting in a change described
in clauses (i), (ii), (iv), (v), or (vi) of this definition, other than (A) a merger or
consolidation that would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving or parent entity) more than sixty
percent (60%) of the total voting power of the voting securities of the Company or such
surviving or parent entity outstanding immediately after such merger or consolidation or (B)
a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person, directly or indirectly, acquired forty percent
(40%) or more of the total voting power of the Company’s then outstanding securities (not
including any securities acquired directly from the Company or its Affiliates);




     (iv) a liquidation of the Company involving the sale to any Person or Persons acting as
a group of at least forty percent (40%) of the total gross fair market value of all of the
assets of the Company immediately before the liquidation;




     (v) the sale or disposition by the Company or any direct or indirect subsidiary of the
Company to any Person or Persons acting as a group (other than any subsidiary of the
Company) of assets that have a total fair market value equal to forty percent (40%) or more
of the total gross fair market value of all of the assets of the Company and its
subsidiaries (taken as a whole) immediately before such sale or disposition (or any
transaction or related series of transactions having a similar effect), other than a sale or
disposition by the Company or any direct or indirect subsidiary of the Company to an entity,
at least sixty percent (60%) of the total voting power of the voting securities of which is
beneficially owned by shareholders of the Company in substantially the same proportions as
their beneficial ownership of the Company immediately prior to such sale;




     (vi) the sale or disposition by the Company or any direct or indirect subsidiary of the
Company to any Person or Persons acting as a group (other than any subsidiary of the
Company) of a subsidiary or subsidiaries of the Company credited under GAAP with forty
percent (40%) or more of the total revenues of the Company and its subsidiaries (taken as a
whole) in the current fiscal year or in any of the two most recently completed fiscal years
(or any transaction or related series of transactions having a similar effect), other than a
sale or disposition by the Company or any direct or indirect subsidiary of the Company to an
entity, at least sixty percent (60%) of the total voting power of the voting securities of
which is beneficially owned by shareholders of the Company in substantially the same
proportions as their beneficial ownership of the Company immediately prior to such sale; or



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     (vii) a change of the kind described in clauses (i), (ii), (iii), or (iv) of this
definition with respect to any Material Subsidiary (with such determination made by
replacing “Company” with “Material Subsidiary” in each instance in such clauses); provided,
however, that for purposes of applying this provision to clause (i) of this definition, a
“Change in Control” shall not be deemed to occur solely as a result of a Person or Persons
acting as a group becoming the beneficial owner (as determined under
clause (i) of this definition) of less than fifty percent (50%) of the ownership
interests of a Material Subsidiary, but shall be deemed to occur if such Person or Persons
acting as a group thereafter become the beneficial owner (as determined under clause (i) of
this definition) of fifty percent (50%) or more of the ownership interests of such Material
Subsidiary.



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Committee” shall mean the Compensation Committee of the Company’s Board of Directors.



     “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 executive
officers as in effect at the time the Executive’s disability is incurred.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “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) the Executive is removed from the Executive’s position (with the Company or any
Material Subsidiary) as in effect immediately prior to the start of the Protected Period for
any reason other than (A) by reason of death, Disability or Retirement or (B) for Cause;
provided that such action results in a material diminution of Executive’s authority, duties
or responsibilities with the Company and its subsidiaries, taken as a whole;




     (ii) the Executive is assigned any duties inconsistent in a material respect with the
Executive’s position (including status, offices, and reporting relationships with the
Company or any Material Subsidiary), authority, duties or responsibilities as in effect
immediately prior to the start of the Protected Period (or thereafter if increased) if such
assignment results in a material diminution of such Executive’s authority, duties or
responsibilities with the Company and its subsidiaries, taken as a whole;




     (iii) the Company materially breaches the agreement under which the Executive provides
services;




     (iv) the Executive’s annual base salary or annual bonus opportunity (determined on an
aggregate basis for the Company and its subsidiaries) as in effect immediately prior to the
start of the Protected Period (or thereafter if higher) is materially reduced (except for
across-the-board reductions similarly affecting all senior executives of the Company and of
any Material Subsidiary and all senior executives of any Person in control of the Company);




     (v) the failure of the Company to obtain an agreement that materially satisfies Section
9 hereof;



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     (vi) any relocation of the Executive’s principal place of business from its location as
of the date immediately preceding the start of the Protected Period, by more than fifty (50)
miles; or




     (vii) any purported termination of the Executive’s employment that is not effected
pursuant to a Notice of Termination satisfying the requirements of Section 3(b) hereof,
which termination for purposes of this Agreement shall be ineffective.


Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason
unless the Executive shall have delivered a Notice of Termination stating that the Executive
intends to terminate employment for Good Reason within ninety (90) days, and such Termination must
occur within two years, of the Executive’s having actual knowledge of the initial occurrence of one
or more of such events, provided, in each such event, the Company fails to cure within thirty (30)
days of receipt of such Notice of Termination. For purposes of this Agreement, any good faith
determination of “Good Reason” or good faith determination of the Company’s failure to cure within
the thirty (30) day period made by the Executive shall be conclusive.




     “Material Subsidiary” shall mean any subsidiary of the Company (a) whose total assets
represent forty percent (40%) or more of the total gross fair market value of all of the assets of
the Company and its subsidiaries (taken as a whole) at any time in the current fiscal year or in
any of the two most recently completed fiscal years or (b) credited under GAAP with forty percent
(40%) or more of the total revenues of the Company and its subsidiaries (taken as a whole) in the
current fiscal year or in any of the two most recently completed fiscal years.



     “Protected Period” shall mean the period that begins upon the earlier of (i) three months
before the date of any (and each) Change in Control or (ii) the date the Company or any Material
Subsidiary enters into a binding agreement with respect to a Change in Control (subject to
customary closing conditions), and ends three years after the date of such Change in Control.



     “Retirement” shall mean the Executive’s Separation from Service initiated by the Executive
after attainment by the Executive of age sixty-five (65).



     “Section 409A Penalties” shall have the meaning set forth in Section 14 of this Agreement.



     “Specified Employee” shall mean any person described in Section 409A(a)(2)(B)(i) of the Code
and Treasury Regulation Section 1.409A-1(i) as determined from time to time by the Committee in its
discretion.



     “Shares” shall mean shares of common stock, $0.10 par value, of the Company, or such other
securities of the Company as may be designated by the Committee from time to time.



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     “subsidiary” shall mean, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more than fifty
percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in
the case of a partnership, more than fifty percent (50%) of the general partnership interests are,
as of such date, or were, prior to a Change of Control, owned, controlled or held, or (b) that is,
or was prior to a Change of Control, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. For
purposes of this paragraph, “Controlled” shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract, or otherwise.



     “Termination of Employment” shall mean and be interpreted in a manner consistent with the
definition of “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code
and Treasury Regulation Section 1.409A-1(h). The Company retains the right and discretion to
specify, and may specify, whether a Termination of Employment occurs for individuals providing
services to the Company immediately prior to an asset purchase transaction in which the Company is
the seller, who provide services to a buyer after and in connection with such asset purchase
transaction; provided, such specification is made in accordance with the requirements of Treasury
Regulation Section 1.409A-1(h)(4).


2. Term of Agreement. The term of this Agreement will commence as of the date hereof (the
“Effective Date”) and shall continue in effect until the third anniversary of the Effective Date,
unless further extended or sooner terminated as hereinafter provided. Commencing on the first
anniversary of the Effective Date, and on each anniversary of such date thereafter (each, an
“Anniversary Date”), the term shall automatically be extended for one additional year unless the
Board of Directors of the Company gives notice to the Executive, at least two months prior to such
Anniversary Date, that it does not wish to extend the term. Notwithstanding the foregoing, upon
the occurrence of a Change in Control during the term of this Agreement, this Agreement shall
continue in effect for a period of three years from the date of such Change in Control, unless
sooner terminated as hereinafter provided.



3. Termination During a Protected Period.




     (a) Upon a Termination of Employment during any Protected Period by the Company without Cause,
or by the Executive for Good Reason, the Executive shall be entitled to the benefits provided in
Section 4 hereof.



     (b) Notice of Termination. Following a Change in Control (and prior thereto if
reasonably anticipated to be within a Protected Period), any purported Termination of Employment by
the Company or by the Executive shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination provision in this
Agreement relied upon, shall set 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
shall specify 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.



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     (c) Date of Termination. Following a Change in Control (and prior thereto if
reasonably anticipated to be within a Protected Period), “Date of Termination” shall mean the date
within the term of the Agreement specified in the Notice of Termination, which shall not be less
than thirty (30) nor more than sixty (60) days from the date such Notice of Termination is given
(except for a termination pursuant to paragraph (v) of the definition of Good Reason, in which
event the date upon which any succession referred to therein becomes effective shall be deemed the
Date of Termination, or a Termination of Employment by the Company for Cause, in which event the
date such notice is received shall be the Date of Termination).


4. Compensation upon Termination without Cause or for Good Reason. Upon any Termination of
Employment of the Executive by the Company without Cause (other than because of death, Disability
or Retirement), or any Termination of Employment by the Executive for Good Reason, in any case,
during any Protected Period, in lieu of any severance benefits Executive would otherwise be
eligible to receive under any employment agreement with the Company or any subsidiary or under the
Company’s or any subsidiary’s severance plan, if any, as in effect immediately prior to the earlier
of the Change in Control or the Executive’s Termination of Employment, the Executive shall be
entitled to the following benefits and payments:




     (a) A cash lump sum payment (payable within ten days of the Date of Termination) of full base
salary through the Date of Termination at the rate in effect at the time the Notice of Termination
is given or, if higher, at the rate in effect immediately prior to the reduction giving rise
(pursuant to clause (iv) of the definition of Good Reason) to such termination, plus all other
amounts to which the Executive is entitled under any compensation or benefit plan of the Company or
any subsidiary at the time such payments are due under the terms of such plans;



     (b) A cash lump sum payment (payable within ten (10) days of the Date of Termination) equal to
two and one-half (2 1/2) times the sum of the Final Salary and the Final Average Bonus. “Final
Salary” means the Executive’s annual base salary as in effect on the Date of Termination or, if
higher, the Executive’s annual base salary in effect immediately prior to the reduction giving rise
(pursuant to clause (iv) of the definition of Good Reason) to such termination. “Final Average
Bonus” means the average of the three most recent annual bonuses paid to Executive prior to the
Date of Termination, whether such annual bonuses are paid in the form of cash or in grants of
restricted common stock of the Company or restricted stock units under the USEC Inc. Annual
Incentive Program (which, under the USEC Inc. Annual Incentive Program, generally vests one (1)
year after the date of grant); provided, however, that (i) any annual bonus paid to
Executive that was pro-rated or otherwise adjusted because Executive was not employed by the
Company or any subsidiary during the entire period to which such bonus related shall be annualized
for purposes of the calculation of the Executive’s Final Average Bonus; (ii) if Executive has
experienced a change in position that has increased Executive’s annual bonus opportunity (whether
or not such change in position is accompanied by a change in title), any annual bonus paid to
Executive with respect to a period prior to such change in position shall not be included in the
calculation of the Executive’s Final Average Bonus; (iii) if Executive shall not have been paid at
least three annual bonuses prior to the Date of Termination
that are includable in the calculation of Executive’s Final Average Bonus, then Executive’s
Final Average Bonus shall be an amount equal to the average of such lesser number of annual bonuses
(or, if just one annual bonus, an amount equal to such bonus); and (iv) if Executive shall not have
been paid at least one annual bonus prior to the Date of Termination that is includable in the
calculation of Executive’s Final Average Bonus, Executive’s Final Average Bonus shall be an amount
equal to Executive’s annual target bonus as in effect on the Date of Termination or, if higher, the
Executive’s annual target bonus in effect immediately prior to the reduction giving rise (pursuant
to clause (iv) of the definition of Good Reason) to such termination. Final Average Bonus shall
not include any amount of cash or equity paid or granted as part of any long term incentive plan or
program that the Company in its sole discretion may elect to maintain from time to time;



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     (c) Subject to the Executive’s continued compliance with Section 7 hereof and the limitation
in Section 12, life, accident and health insurance benefits substantially similar to those that the
Executive was receiving immediately prior to the Change in Control (or thereafter, if higher) until
the earlier to occur of (i) the 30 month anniversary of the Date of Termination or (ii) such time
as the Executive is covered by comparable programs of a subsequent employer.



     (d) In addition to all other amounts payable under this Section 4, the Executive shall be
entitled to receive all benefits payable under any other plan or agreement relating to retirement
benefits (including plans or agreements of any successor following a Change in Control) in
accordance with the terms of such plan or agreement; provided that, to the extent permitted by
applicable law, the Executive shall be credited under such plans or agreements (including plans and
agreements of any successor) with two and one-half years of additional service with the Company
after the Date of Termination for all purposes, including vesting, eligibility and benefit accrual;
provided that if the benefit attributable to such service cannot be provided or paid from a
tax-qualified plan of the Company, such benefit shall be paid to Executive in a cash lump sum
(payable within ten days of the Date of Termination); provided that in no event shall such benefit
be duplicated under two or more arrangements.



     (e) Executive’s entitlement to benefits or payments payable under this Section 4 is subject to
the Executive’s compliance with Section 7 of this Agreement and subject to the execution and
delivery by Executive of a valid and unrevoked Waiver and Release Agreement as required by Section
20.


5. 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 4 hereof by seeking other employment or otherwise,
nor (except as specifically provided in Section 4 hereof) shall the amount of any payment or
benefit provided for in Section 4 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.





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6. Certain Tax Consequences. Whether or not the Executive becomes entitled to the payments
and benefits described in Section 4 hereof, 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 (as defined in section 280G of the Code (a “Statutory Change in Control”)) 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 Code, then, subject to Section 6(c), 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:



     (a) 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



     (b) 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 Employment of the Executive, 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 Employment of the Executive (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.



     (c) Notwithstanding any contrary provision of this Agreement, the Severance Benefits shall be
reduced to the extent necessary so that no portion of such Severance Benefits shall be subject to
the Excise Taxes, but only if the sum of (A) the net amount of such Severance Benefits, without
reduction (but after imposition of the total amount of taxes under federal, state and local law)
plus (B) the amount of the Excise Tax Payment in respect of such excess plus any interest or
penalties payable by the Executive with respect to such excess (but after imposition of
the total amount of taxes under federal, state and local law applicable to such additional
payment) exceeds the net amount of such Severance Benefits, as so reduced (and after the imposition
of the total amount of taxes under federal, state and local law on such amounts or benefits). Any
reduction pursuant to this paragraph shall be made by agreement of the parties first from payments
and benefits that are exempt from Code Section 409A, and only thereafter from benefits that are
subject to Code Section 409A.



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7. Confidential Information; Non-Solicitation; Non-Competition. 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
Affiliates, 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 Affiliates
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
term of this Agreement 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 Confidential Information to anyone other than the Company and those
designated by it.




     In addition, the Executive shall not, at any time during the term of this Agreement and for a
period of two and one-half years thereafter (the “Restriction Period”), (a) engage or become
interested as an owner (other than as an owner of less than five percent (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 the uranium enrichment
business conducted by the Company or any of its Affiliates during the term of this Agreement or as
of the Date of Termination, as applicable, (b) engage in any activity in competition with or
against the uranium enrichment business conducted by the Company or any of its Affiliates during
the term of this Agreement or as of the Date of Termination, as applicable, or (c) recruit, solicit
for employment, hire or engage any employee or consultant of the Company or any of its Affiliates
or any person who was an employee or consultant of the Company or any of its Affiliates within two
(2) years prior to the Date of Termination. For purposes of this Section 7, a business that is
competitive with the uranium enrichment business conducted by the Company or any of its Affiliates
shall include, but not be limited to, Louisiana Energy Services Inc. (LES), AREVA SA, AREVA, Inc.,
Urenco Ltd., Urenco, Inc., Cogema, Enrichment Technology Company Limited, TENEX, GLE (Global Laser
Enrichment), Cameco, and any subsidiary or affiliates thereof engaged in a business that is
competitive with the uranium enrichment business conducted by the Company or any of its Affiliates,
and any contractor or subcontractor to any of these businesses (with respect to activities by such
contractor or subcontractor that are competitive with the uranium enrichment business conducted by
the Company or any of its Affiliates). 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 the uranium enrichment business
of the Company and its Affiliates and would be able to recruit and hire personnel other than
employees of the Company or any of its Affiliates.



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The Executive further acknowledges that these
provisions apply even in the absence of a Change in Control.
Notwithstanding the foregoing, in the event of a Termination of Employment by the Company
without Cause that does not occur following a Change in Control or otherwise during a Protected
Period, the restrictions in (a) and (b) above shall apply for the equivalent period of time for
which the Executive is offered full salary severance benefits from the Company (e.g., if the
Executive is offered severance benefits equal to one times Executive’s annual base salary, the
period of time shall be one year); it being understood that under all other circumstances,
including a voluntary termination by the Executive that does not occur following a Change in
Control or otherwise during a Protected Period, the restrictions in (a) and (b) above shall apply
for the full Restriction Period. 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.



8. Remedies. The Executive acknowledges that a violation or attempted violation on the
Executive’s part of Section 7 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.



9. Successors; Binding Agreement.




     (a) The Company will 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 and its subsidiaries 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 the business and/or assets of the Company and its subsidiaries 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 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 9(a) 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 during a Protected Period, 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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     (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.


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



11. Withholding Taxes. 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.



12. In-Kind Benefits and Reimbursements. In-kind benefits and reimbursements provided
under this Agreement during any tax year of the Executive shall not affect in-kind benefits or
reimbursements to be provided in any other tax year of the Executive and are not subject to
liquidation or exchange for another benefit. Notwithstanding any other provision of this
Agreement, reimbursements must be made on or before the last day of the Executive’s taxable year
following the taxable year in which the expense was incurred.



13. Miscellaneous. 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 of Directors of the Company. 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.



14. Governing Law; Avoidance of Section 409A Penalty. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware, without regard to the conflict
of laws provisions thereof. Notwithstanding any other provision of this Agreement, in the event of
a payment to be made, or a benefit to be provided, pursuant to this Agreement based upon
Executive’s Termination of Employment at a time when the Executive is determined to be a Specified
Employee by the Committee in its sole discretion and such payment or provision of such benefit is
not exempt or otherwise permitted under Section 409A of the Code without the imposition of Section
409A Penalties, such payment shall not be made, and such benefit shall not be provided, before the
date which is six (6) months and one day after the Executive’s Termination of Employment. All
payments or benefits delayed pursuant to this Section 14 (i) shall be aggregated into one lump sum
payment that shall be due and paid on the first day of the seventh month after Executive’s
Termination of Employment in accordance with the Company’s normal payroll practices, and (ii) shall
not affect any other payments or benefits due under this Agreement.




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     This Agreement is intended to be written, administered, interpreted and construed in a manner
such that no payment or benefits provided under the Agreement become subject to (a) the gross
income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax
set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A
Penalties”), including, where appropriate, the construction of defined terms to have meanings that
would not cause the imposition of Section 409A Penalties. In no event shall the Company be
required to provide a tax gross-up payment to Executive with respect to Section 409A Penalties.


15. Validity. 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.



16. Counterparts. 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.



17. Arbitration. Except as otherwise provided in Section 8 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 this Agreement, its termination or any 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.



18. Status Prior to Change in Control. Nothing contained in this Agreement shall impair or
interfere in any way with the Executive’s right to terminate employment or the right of the Company
to terminate the Executive’s employment with or without Cause prior to a Change in Control.
Nothing contained in this Agreement shall be construed as a contract of employment between the
Company and the Executive.



19. Legal Fees. The Company shall pay the Executive’s reasonable legal fees and expenses
that may be incurred by the Executive in contesting or disputing any Termination of Employment that
occurs during a Protected Period or in seeking to obtain or enforce any right or benefit provided
by this Agreement, if the Executive is the prevailing party (through settlement, arbitration,
judicial decision or otherwise) on any material claim in connection with any such dispute.




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20. Waiver and Release. In order to receive benefits or payments under this Agreement, the
Executive must execute and deliver to the Company a valid Waiver and Release Agreement in a form
tendered by the Company, which shall be substantially in the form of the Waiver and Release
Agreement attached hereto as Exhibit A and which shall be tendered to the Executive no
later than 15 days following the Executive’s Termination of Employment, with any changes thereto
approved by the Company’s General Counsel (or in the case of the General Counsel, the Chief
Executive Officer) prior to execution. No benefits or payments shall be paid under this Agreement
until Executive has executed his or her Waiver and Release Agreement within the time period
specified by the Company in the Waiver and Release Agreement (which shall not be more than 45 days
after such agreement is tendered to Executive unless otherwise required by law), and the period
within which Executive may revoke his or her Waiver and Release Agreement has expired without
revocation. Executive may revoke his or her signed Waiver and Release Agreement within seven (7)
days (or such other period provided by law) after his or her signing the Waiver and Release
Agreement. Any such revocation must be made in writing and must be received by the Company within
such seven (7) day (or such other) period. If Executive timely revokes his or her Waiver and
Release Agreement, he shall not be eligible to receive any benefits or payments under this
Agreement. Notwithstanding the foregoing, if the expiration of the revocation period described
above could occur in a calendar year later than the calendar year in which the Waiver and Release
Agreement is tendered to the Executive for execution, then in no event will benefits or payments
under this Agreement that are conditioned upon the effectiveness of the Waiver and Release
Agreement be paid prior to the beginning of such later calendar year.



21. Entire Agreement; Amendment. 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. This Agreement may be modified or amended only through a writing
signed by both parties.




     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	USEC INC.

 	 
	 	By:  	 	 
	 	 	W. Lance Wright 	 
	 	 	Senior Vice President, Human Resources
and Administration 	 
	 
	 	 	 
	 	  	
 	 
	 	 	 	 
	 	 	 	 



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EXHIBIT A




WAIVER AND RELEASE





     This is a Waiver and Release (“Release”) between                                          (“Executive”) and USEC Inc.
(the “Company”). The Company and the Executive agree that they have entered into this Release
voluntarily, and that it is intended to be a legally binding commitment between them.



     1. In consideration for the promises made herein by the Executive, the Company agrees as
follows:




     (a) Change in Control Payment. The Company will pay to the Executive payments
in the amount set forth in the Change in Control Agreement dated as of ___, _____by and
between the Company and Executive (the “Change in Control Agreement”). The Company will
also pay Executive accrued but unused vacation pay in the amount of $                     representing
_____days of accrued but unused vacation.




     (b) Other Benefits. The Executive will be eligible to receive other benefits
as described in the Change in Control Agreement.




     (c) Unemployment Compensation. The Company will not contest the decision of
the appropriate regulatory commission regarding unemployment compensation that may be due to
the Executive.



     2. In consideration for and contingent upon the Executive’s right to receive the change in
control payment and other benefits described in the Change in Control Agreement and this Release,
Executive hereby agrees as follows:




     (a) General Waiver and Release. Except as provided in Paragraph 2.(f) below,
Executive and any person acting through or under the Executive hereby release, waive and
forever discharge the Company, its past and present subsidiaries and affiliates, and their
respective successors and assigns, and their respective present or past officers, trustees,
directors, shareholders, executives and agents of each of them, from any and all claims,
demands, actions, liabilities and other claims for relief and remuneration whatsoever
(including without limitation attorneys’ fees and expenses), whether known or unknown,
absolute, contingent or otherwise (each, a “Claim”), arising or which could have arisen up
to and including the date of his execution of this Release, including without limitation
those arising out of or relating to Executive’s employment or cessation and termination of
employment, or any other written or oral agreement, any change in Executive’s employment
status, any benefits or compensation, any tortious injury, breach of contract, wrongful
discharge (including any Claim for constructive discharge), infliction of emotional
distress, slander, libel or defamation of character, and any Claims arising under the United
States Constitution, the Maryland Constitution, Title VII of the Civil Rights Act of 1964
(as amended by the Civil Rights Act of 1991), the Americans With Disabilities Act, the
Rehabilitation Act of 1973, the Fair Labor Standards Act, the Family and Medical Leave Act,
the National Labor Relations Act, the Labor-
Management Relations Act, the Equal Pay Act, the Older Workers Benefits Protection Act,
the Workers Retraining and Notification Act, the Age Discrimination in Employment Act, the
Employee Retirement Income Security Act of 1974, Section 211 of the Energy Reorganization
Act of 1974, the Maryland Human Rights Act, or any other federal, state or local statute,
law, ordinance, regulation, rule or executive order, any tort or contract claims, and any of
the claims, matters and issues which could have been asserted by Executive against the
Company or its subsidiaries and affiliates in any legal, administrative or other proceeding.
Executive agrees that if any action is brought in his or her name before any court or
administrative body, Executive will not accept any payment of monies in connection
therewith.



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     (b) Miscellaneous. Executive agrees that this Release specifies payment from
the Company to himself or herself, the total of which meets or exceeds any and all funds due
him or her by the Company, and that he or she will not seek to obtain any additional funds
from the Company with the exception of non-reimbursed business expenses. (This covenant
does not preclude the Executive from seeking workers compensation, unemployment
compensation, or benefit payments from Company’s insurance carriers that could be due him or
her.)




     (c) Non-Competition, Non-Solicitation and Confidential Information. Executive
warrants that Executive has, and will continue to comply fully with the requirements of the
Change in Control Agreement.




     (d) THE COMPANY AND THE EXECUTIVE AGREE THAT THE CHANGE IN CONTROL PAYMENT AND BENEFITS
DESCRIBED IN THIS RELEASE AND THE CHANGE IN CONTROL AGREEMENT ARE CONTINGENT UPON THE
EXECUTIVE SIGNING THIS RELEASE. THE EXECUTIVE FURTHER UNDERSTANDS AND AGREES THAT IN SIGNING
THIS RELEASE, EXECUTIVE IS RELEASING POTENTIAL LEGAL CLAIMS AGAINST THE COMPANY. THE
EXECUTIVE UNDERSTANDS AND AGREES THAT IF HE OR SHE DECIDES NOT TO SIGN THIS RELEASE, OR IF HE
OR SHE REVOKES THIS RELEASE, THAT HE OR SHE WILL IMMEDIATELY REFUND TO THE COMPANY ANY AND
ALL PAYMENTS AND OTHER BENEFITS HE OR SHE MAY HAVE ALREADY RECEIVED PURSUANT TO THE CHANGE IN
CONTROL AGREEMENT.




     (e) The waiver contained in Section 2(a) above does not apply to any Claims with
respect to:




     (i) Any claims under employee benefit plans subject to the Employee Retirement
Income Security Act of 1974 (“ERISA”) in accordance with the terms of the applicable
employee benefit plan,




     (ii) Any Claim under or based on a breach of this Release,




     (iii) Rights or Claims that may arise under the Age Discrimination in
Employment Act after the date that Executive signs this Release,



16









 






     (iv) Any right to indemnification or directors and officers liability insurance
coverage to which the Executive is otherwise entitled in accordance with the
Company’s certificate of incorporation or by-laws or an individual indemnification
agreement.




     (f) EXECUTIVE ACKNOWLEDGES THAT HE OR SHE HAS READ AND IS VOLUNTARILY SIGNING THIS
RELEASE. EXECUTIVE ALSO ACKNOWLEDGES THAT HE OR SHE IS HEREBY ADVISED TO CONSULT WITH AN
ATTORNEY, HE OR SHE HAS BEEN GIVEN AT LEAST [45 DAYS — if group layoff] [21 DAYS — if
individual termination] TO CONSIDER THIS RELEASE BEFORE THE DEADLINE FOR SIGNING IT, AND HE
OR SHE UNDERSTANDS THAT HE OR SHE MAY REVOKE THE RELEASE WITHIN SEVEN (7) DAYS AFTER SIGNING
IT. IF NOT REVOKED WITHIN SUCH PERIOD, THIS RELEASE WILL BECOME EFFECTIVE ON THE EIGHTH (8)
DAY AFTER IT IS SIGNED BY EXECUTIVE.


BY SIGNING BELOW, BOTH THE COMPANY AND EXECUTIVE AGREE THAT THEY UNDERSTAND AND ACCEPT EACH PART OF
THIS RELEASE.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	(Executive)	 	 	 	DATE	 	 
	 
	 	 	 	 	 	 	 	 
	USEC INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	DATE	 	 







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