USEC Inc. Non-Employee Director Restricted Stock Unit Award Agreement (Annual Retainers and Meeting Fees)



Non-Employee Director Restricted Stock Unit Award Agreement

(Annual Retainers and Meeting Fees)

RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) dated as of      betweenUSEC Inc., a Delaware corporation (the “Company”) and      (the “Participant”):

R E C I T A L S:

The Company has adopted and maintains the USEC Inc. 1999 Equity Incentive Plan as amended fromtime to time (the “Plan”), which Plan as amended from time to time is incorporated herein byreference and made a part of this Agreement. Capitalized terms not otherwise defined herein shallhave the same meanings as in the Plan.

The Committee has determined that it is in the best interests of the Company and itsshareholders to grant the restricted stock unit awards provided for herein to the Participantpursuant to the Plan and the terms set forth herein to further align the interests of non-employeedirectors of the Company to the interests of shareholders.

This Agreement shall apply to restricted stock unit awards made from time to time after thedate hereof representing Participant’s annual retainers and meeting fees, as set forth on Exhibit Ahereto as such Exhibit A may be augmented from time to time.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the partieshereto agree as follows:

1. Grant of the Award(a) . (a) The Company from time to time will grant to theParticipant Awards (the “Awards”) of Restricted Stock Units (the “Restricted Stock Units”) in theamounts, on the dates of grant, and labeled as “annual retainers and meeting fees,” in each case asset forth in Exhibit A hereto, subject to the terms and conditions set forth in this Agreement andthe Plan.

(b) In addition, as of each date as of which the Company pays a dividend on Shares before thedate (the “Payment Date”) payment is due in respect of the Restricted Stock Units in accordancewith Section 2(a) hereof, the Company will grant to the Participant an additional number ofRestricted Stock Units (the “Dividend Equivalent Restricted Stock Units”) equal to (a) the productof (i) the dividend per Share payable on the record date relating to such dividend payment date,and (ii) the number of Restricted Stock Units held by the Participant on such dividend paymentdate, divided by (b) the Fair Market Value of a Share on the dividend payment date. DividendEquivalent Restricted Stock Units shall become vested (or be forfeited) at the same time and on thesame conditions as the Restricted Stock Units to which they relate. Except as provided in thisSection 1(b) Dividend Equivalent Restricted Stock Units will be subject to all of the terms andconditions of this Agreement and all references in this Agreement to Restricted Stock Units shallinclude Dividend Equivalent Restricted Stock Units unless the context requires otherwise.

(c) The number of Restricted Stock Units and any Dividend Equivalent Restricted Stock Unitsshall be subject to adjustment as provided in Section 4(b) of the Plan.

2. Vesting.

(a) Subject to subsection (b) below, the Participant’s rights in his or her Restricted StockUnits shall become vested and nonforfeitable upon the first to occur of (i) the first annualanniversary of the date of grant of such Restricted Stock Units, (ii) the date the Participantattains eligibility for Retirement, (iii) the date the Participant has a Termination of Service(defined below) by reason of death or Disability, or (iv) the date of a Change in Control of theCompany. Restricted Stock Units that are granted to a Participant on or after attainment ofeligibility for Retirement shall be vested and nonforfeitable immediately upon the date of grant.

(b) Notwithstanding subsection (a) above, in the event that the Participant has a Terminationof Service for Cause, all Restricted Stock Units held by the Participant as of the date of suchtermination of service shall be canceled and forfeited for no consideration on the date of theParticipant’s Termination of Service.

3. Settlement of Restricted Stock Units.

(a) As soon as practicable after the Participant’s Termination of Service, or if earlier assoon as practicable after a Change in Control, the Company shall pay to the Participant (or his orher beneficiary, if applicable) other than following a Change in Control, Shares (or if applicable,the per-Share equivalents of securities of the surviving entity of any merger, consolidation orother transaction or event having a similar effect, which are substituted for a Shares pursuant toSection 4(b) of the Plan) equal to the aggregate number of Restricted Stock Units then held by theParticipant.

(b) For purposes of this Agreement a “Termination of Service” means that the Participant is nolonger a member of the Board and has undergone a good-faith and complete termination of allarrangements to perform services for the Company in any capacity, which termination constitutes a“separation from service” within the meaning of Section 409A(a)(2)(i) of the Code.

4. Nontransferability. Except under the laws of descent and distribution, theParticipant shall not be permitted to sell, transfer, pledge or assign the Restricted Stock Unitsor any rights under this Agreement. Without limiting the generality of the foregoing, theRestricted Stock Units and the Participant’s rights under this Agreement may not be assigned,transferred, pledged, hypothecated or disposed of in any way, shall not be assignable by operationof law, and shall not be subject to execution, attachment or similar process. Any attemptedassignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units ofthe Participant’s rights under this Agreement contrary to the provisions hereof, and the levy ofany execution, attachment or similar process upon them, shall be null and void and without effect.

5. Beneficiary. The Participant may designate a beneficiary or beneficiaries (whichbeneficiary may be an entity other than a natural person) to receive any payments hereunder whichmay be made following the Participant’s death. Such designation may be changed or canceled at anytime without the consent of any such beneficiary. Any such designation, change or cancellationmust be made in a form and manner established by the Committee and shall not be effective unlessand until received by the Committee during the Participant’s lifetime. If no beneficiary has beennamed, or the designated beneficiary or beneficiaries shall have predeceased the Participant or (ifother than a natural person) failed or ceased to exist, the beneficiary shall be the Participant’sspouse or, if no spouse survives the Participant, the Participant’s estate. If the Participantdesignates more than one beneficiary, the rights of such beneficiaries shall be payable in equalshares with right of survivorship, unless the Participant has designated otherwise.

6. No Rights as Stockholder. A Participant shall have no right to vote Sharesrepresented by Restricted Stock Units and shall have no rights as a stockholder of the Company withrespect to Restricted Stock Units unless and until Shares are delivered to the Participant insettlement of the Restricted Stock Units pursuant to Section 3.

7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer onthe Participant any right to continued service with the Company.

8. Legal Requirements. The Company shall not be obligated to make any paymenthereunder if the Committee, in its sole discretion, determines that the issuance or transfer ofsuch cash, Shares or other consideration might violate any applicable law or regulation (includingapplicable non-U.S. laws or regulations) or entitled the Company to recover the same under Section16. Without limiting the generality of the foregoing, no Award granted hereunder shall beconstrued as an offer to sell securities of the Company, and no such offer shall be outstanding,unless and until the Committee in its sole discretion has determined that any such offer, if made,would be in compliance with all applicable requirements of the U.S. federal or non-federalsecurities laws and any other laws to which such offer, if made, would be subject. The Companyshall be under no obligation to register any Shares or other property pursuant to the SecuritiesAct of 1933, as amended, or any other federal or state securities laws on account of thetransactions contemplated by this Agreement.

9. No Trust Fund Created. Neither this Agreement nor any of the transactionscontemplated hereby shall create or be construed to create a trust or separate fund of any kind ora fiduciary relationship between the Company or any Affiliate and the Participant or any otherPerson. To the extent that any Person acquires a right to receive payments from the Company or anyAffiliate pursuant to this Agreement, such right shall be no greater than the right of anyunsecured general creditor of the Company or any Affiliate.

10. No Fractional Shares. Dividend Equivalent Restricted Stock Units shall bedetermined and granted in fractional Restricted Stock Units where required by Section 1(b) but nofractional Shares shall be issued or delivered pursuant to this Agreement; and on settlement of aParticipant’s Restricted Stock Units the value of any fractional shares shall be paid to theParticipant in cash.

11. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

12. Amendments. This Agreement may be amended or modified at any time by aninstrument in writing signed by the parties hereto, or by an instrument in writing signedunilaterally by the Company if the Company determines that such amendment is required by law(including any amendment necessary or desirable to avoid the gross income inclusion set forthwithin Section 409A(a)(1)(A) of the Code or the interest and additional tax set forth withinSection 409A(a)(1)(B) of the Code, or otherwise to comply with or obtain for the Participant or theCompany any benefits, or avoid for the Participant or the Company any penalties or additionaltaxes, under the Code or other revenue law).

13. Notices. Any notice, request, instruction or other document given under thisAgreement shall be in writing and shall be addressed and delivered, in the case of the Company, tothe Secretary of the Company at the principal office of the Company and, in the case of theParticipant, to the Participant’s address as shown in the records of the Company. Either theParticipant or the Company may change such party’s address for notices by notice duly givenpursuant to this Section.

14. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be an original but all of which together shall represent one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement. Byexecution and delivery of this Agreement, the Participant acknowledges receipt of a copy of thePlan.



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