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General Counsel Severance Agreement

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Sectors: Metals and Mining
Governing Law: Maryland, View Maryland State Laws
Effective Date: November 15, 2004
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This Severance Agreement and General Release (the " Agreement" ) is between USEC Inc., a Delaware corporation (" USEC" or the " Company" ) and Timothy B. Hansen (the " Releasor" ) (USEC and Releasor being sometimes referred to herein individually as the " Party" and collectively as the " Parties" ).

WHEREAS, Releasor has been employed by USEC in the capacity of Senior Vice President, General Counsel and Secretary;

WHEREAS, Releasor will resign from employment effective December 1, 2004 (the " Resignation Date" ), and to reduce the impact of the resignation, the Company hereby offers Releasor a severance payment in exchange for, among other things, Releasor' 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 Releasor and USEC as follows:


(a) In full consideration of Releasor' s execution of this Agreement, and his agreement to be legally bound by its terms, the Company agrees to pay to Releasor as severance pay the gross sum of One Million Two Hundred Fifteen Thousand, Six Hundred Eighty-Four Dollars ($1,215,684.00) (representing two years of Releasor' s base salary and bonus pay, Releasor' s 2004 bonus prorated at target, and Releasor' s 2004-2007 RSU award prorated at target) (the " Severance Payment" ) in two installments. The first installment in the amount of Seven Hundred Fifteen Thousand Six Hundred Eighty-Four Dollars ($715,684,000), minus withholdings for federal and state payroll taxes, shall be payable to Releasor upon either the next regularly scheduled pay day after the 8 day following either Releasor' s execution of this Agreement, or the next regularly scheduled pay day after the Resignation Date, whichever is later. The second installment in the amount of Five Hundred Thousand Dollars ($500,000), minus withholdings for federal and state payroll taxes, shall be payable to Releasor on January 3, 2005.

(b) In further consideration of the promises made in this Agreement, the Company agrees that (i) it shall continue Releasor' s participation in the Company' s group health, dental, and life insurance programs and executive benefits programs, at the Company' s expense, for a period of two years beyond the Resignation Date; (ii) Releasor' s unvested restricted stock shall be deemed fully vested upon the Resignation Date; (iii) Releasor' s unvested stock options shall immediately vest and shall be subject to a one year exercise period; and (iv) the Company shall provide Releasor with outplacement assistance up to a maximum of Twenty Thousand Dollars ($20,000), for a period up to one year following the Resignation Date (" Additional Severance Terms" ).

(c) Releasor acknowledges and agrees that the Severance Payment and Additional Severance Terms provided in Sections 1(a) and 1(b) constitute consideration beyond the severance benefits to which Releasor is entitled and that, but for the mutual covenants set forth in this Agreement, the Company otherwise would not be obligated to provide to the Releasor, and that the Company is under no obligation whatsoever to make, any other severance payment to the Releasor.

2. GENERAL RELEASE . Releasor, 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 Resignation 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 ,Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 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. The Parties agree that this Release does not cover any future claim for enforcement of this Agreement, nor does it cover any claim regarding Releasor' s pension benefits which were vested as of the date of this Ag
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