1
EXHIBIT 10.29
THIS AGREEMENT is made as of June 9, 1999, by and between USEC Inc., a
corporation organized and existing under the laws of the state of Delaware
(hereinafter called "USEC"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual (hereinafter
called the "Consultant").
IN CONSIDERATION of the mutual promises set forth herein, the parties
hereby agree as follows:
1. The term of this Agreement shall be from July 28, 1999 through July 27,
2000, unless sooner terminated pursuant to the terms hereof.
2. While this Agreement is in effect, the Consultant shall perform certain
work and services relating to USEC's policies, procedures, commercial
practices, external affairs, strategic planning under the terms and
conditions hereinafter set forth.
3. While this Agreement is in effect, USEC shall compensate the Consultant
at a fixed price of Two Hundred Fifty-Five Thousand Dollars ($255,000),
payable in 12 equal monthly installments to be paid thirty (30) days after
the last of each month falling, in whole or in part, during the term of this
Agreement, excluding July 1999. USEC shall reimburse the Consultant for
reasonable and necessary travel and living expenses incurred by the
Consultant in the performance of the services described herein. Compensation
for expenses shall be made once monthly upon the Consultant's furnishing to
USEC a written statement specifying such expenses. Payment terms shall be
net 30 days.
4. In the performance of the work and services hereunder, the Consultant
shall act solely as an independent contractor and not as an employee of
USEC. All taxes applicable to any amounts paid by USEC to the Consultant
under this Agreement shall be the Consultant's liability and USEC shall not
withhold nor pay any amounts for federal, state or municipal income tax,
special security, unemployment or worker's compensation. In accordance with
current law, USEC shall annually file with the Internal Revenue Service a
Form 1099-MISC, U.S. Information Return for Recipients of Miscellaneous
Income, reflecting the gross annual payments by USEC to the Consultant
pursuant to this Agreement, net of any reimbursed expenses incurred by the
Consultant on behalf of USEC. The Consultant hereby acknowledges personal
income tax liability for the self-employment tax imposed by Section 1401 of
the Internal Revenue Code, and the payment, when applicable, of estimated
quarterly taxes on Internal Revenue Service Form 1040-ES, declaration of
estimated tax by individuals.
5. All reports, findings, recommendations, data, memoranda or documents,
arising of out and relating to the services performed under this Agreement
are (and shall continue to be after the expiration of this Agreement) the
property of USEC or its assigns, and USEC shall have the exclusive rights to
such materials. The use of these materials in any manner by USEC or its
assigns shall not result in any additional claim for compensation by the
Consultant. The Consultant shall
Page 1 of 3
2
hold confidential all information developed by or communicated to the
Consultant in the performance of the services, whether described in this
Agreement, in any scheduled executed pursuant hereto or otherwise, other than
information that is already in the public domain or that becomes publicly
available other than through an unauthorized disclosure by the Consultant.
Nothing herein shall preclude disclosure of confidential information to
officers, employees or directors of USEC and its subsidiaries and affiliates,
or to attorneys, advisers and consultants of USEC who are under an obligation
to USEC to keep such information confidential.
6. By entering into this Agreement with USEC, the Consultant represents
that he presently has no conflicting interests, agreements or obligations
with any other party. The Consultant shall promptly notify USEC in writing
if a change in circumstances creates, or appears likely to create, a conflict
with the Consultant's obligations hereunder or an appearance that such a
conflict exists.
7. The Consultant hereby releases USEC from any and all liability for
damage to property or loss thereof, personal injury or death during the term
of this Agreement (and any extensions thereof) or thereafter, sustained by
the Consultant as a result of performing the services under this Agreement or
arising out of the performance of such services; provided, however, that the
foregoing release shall not apply to the extent such damage, loss, injury or
death is caused by or results from the negligence of USEC, its agents or
employees. Nothing herein shall deemed to limit the obligation of USEC, or
any USEC subsidiary or affiliate, to indemnify the Consultant under USEC's
articles of incorporation or by-laws or under any indemnification agreement
entered into with the Consultant concerning the Consultant's services as a
director of USEC or any USEC subsidiary or affiliate.
8. If the services to be performed by the Consultant include access to
classified material or areas, the Consultant shall comply with all applicable
security laws, regulations, orders and requirements. The Consultant shall
submit a confidential report to USEC immediately whenever for any cause he
has reason to believe that there is either (a) an active danger of espionage
or sabotage affecting any work under such government contracts, or (b) a
violation or threatened violation of any applicable security law, regulation,
order or requirement concerning the classified material or areas.
9. Either party may terminate this Agreement, for any reason or no reason,
at any time by a written notice to the other party. Such termination shall
take effect immediately upon receipt of a termination notice by the other
party, unless a different termination date is stated in the notice. Upon
termination of the Agreement, all work and services being performed under
this Agreement shall cease. USEC shall have no liability or obligation for
any performance by the Consultant after a termination takes effect.
10. The Consultant may not assign this Agreement, nor may the Consultant
delegate or subcontract the performance or obligations imposed hereunder
without the consent of USEC.
11. The Consultant has no authority whatever, express or implied, by virtue
of this Agreement to commit USEC in any way to perform in any manner or to
pay money for services or material.
Page 2 of 3
3
12. This Agreement is to be governed by the laws of the State of Delaware.
13. The whole and entire agreement of the parties is set forth in this
Agreement and the parties are not bound by any agreements, understandings or
conditions otherwise than as expressly set forth herein.
14. This Agreement may not be changed or modified in any manner except by a
writing mutually signed by the parties or their respective successors and
permitted assigns.
15. Any notice, request, demand, claim or other communication related to
this Agreement shall be in writing and delivered by hand or transmitted by
telecopier, registered mail (postage prepaid), or overnight courier to the
other party at the following number and addresses:
If to USEC: President and Chief Executive Officer
USEC Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
If to Consultant: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
At his current address in USEC's records
16. Nothing herein shall be deemed to limit or modify any duty or
obligation that the Consultant may have as a director of USEC or any of its
affiliates or subsidiaries.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
USEC Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
President and Chief Executive Officer
CONSULTANT
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Page 3 of 3