EXHIBIT 10.71
AGREEMENT AND GENERAL RELEASE
This Agreement and General Release ("Agreement") is entered into by and
between USEC Inc. ("USEC") and Sydney M. Ferguson ("Employee") to resolve any
and all disputes concerning her employment with USEC and her resignation
therefrom.
WHEREAS, Employee has resigned her employment as Senior Vice President of
USEC effective September 24, 2004 in order to pursue other opportunities, and
USEC has agreed to accept Employee's resignation; and
WHEREAS, USEC and Employee wish to set forth all of the terms relating to
her resignation from employment with USEC in this Agreement in order to avoid
any disputes.
ACCORDINGLY, in exchange for the consideration and mutual promises set
forth herein, the parties do hereby agree as follows:
1. Upon execution of this Agreement, USEC accepts Employee's resignation
of her employment with USEC effective September 24, 2004.
2. In addition to salary, benefits, any accrued vacation and reimbursement
of expenses incurred in the normal course of business due Employee through
September 24, 2004, USEC agrees to pay Employee one hundred thousand dollars
($100,000), less deductions required by law, on the eighth calendar day after
execution of this Agreement by Employee.
3. Employee agrees that she will not disparage USEC or publish any
communication that reflects adversely upon USEC, including communications
concerning USEC itself, its affiliates and its current or former directors,
officers, employees, or agents. Employee further agrees that she will not do or
say anything that damages or impairs in any way the business organization,
goodwill, or reputation of USEC or any of its affiliates or related entities or
its current or former directors, officers, employees, or agents; provided,
however, that nothing herein shall preclude Employee from making any
communication required by law.
4. USEC agrees that it will instruct its executive officers and members of
its Board of Directors not to do or say anything that damages or impairs in any
way the business, goodwill, or reputation of Employee.
5. Employee acknowledges and reaffirms her duty to USEC to protect and
hold, for the benefit of USEC, all confidential information, knowledge or data
belonging to USEC, including, without limitation, all trade secrets belonging to
USEC or any of its affiliates and their respective businesses, (i) obtained by
employee during her employment by USEC and (ii) which is not otherwise publicly
known (other than by reason of an unauthorized act, if any, by Employee).
Employee shall not communicate or divulge any such information, knowledge or
data to anyone other than USEC and those designated by USEC without prior
written consent of USEC.
6. In exchange for USEC's promises herein, which Employee acknowledges
include benefits to which she is otherwise not entitled, Employee, her heirs,
executors, successors and assigns release and discharge USEC, its officers,
directors, employees, trustees, attorneys and agents, from any and all actions,
causes of action, debts, dues, claims and demands of every name and nature
without limitation, at law, in equity, or administrative law, against USEC which
she may have had, now has, or may have, by reason of any matter or thing arising
up to the date of execution of this Agreement, including her employment
resignation. Those claims and causes of action from which Employee releases USEC
include, but are not limited to, any claim or action sounding in tort, contract,
and discrimination of any kind, and/or any cause of action arising under
federal, state or local statute regulation or ordinance, including, but not
limited to, Title VII of the Civil Rights Act, as amended, the Age
Discrimination in Employment Act, as amended, the Americans With Disabilities
Act, as amended, the Maryland Fair Employment Practices Act, any claims under
any employee benefits plans (other than claims for vested stock options),
including but not limited to any claims for severance payments based on any USEC
severance plans, policies, or practices and/or any claim for attorneys' fees or
costs, whether presently accrued, accruing to, or to accrue to Employee on
account of, arising out of, or in any way connected with any acts or activities
by Employee or USEC arising up to the date of execution of this Agreement.
Employee expressly acknowledges that no claim or cause of action shall be deemed
to be outside the scope of this Agreement whether mentioned herein or not.
Employee further covenants that she will not sue, institute or cause to be
instituted any court action, administrative complaint, or institute legal
proceedings of any type against USEC, its offices, directors, employee,
trustees, attorneys and agents based on any act or omission on or before the
date on which she executes this Agreement; provided, however, that the release
and covenant not to sue in this paragraph does not encompass Employee's right to
indemnification arising under Article VIII of USEC's Bylaws in effect as of the
date of execution of this Agreement.
7. In the event that Employee is compelled, pursuant to a subpoena or
order of a court or other body having jurisdiction over such matter, to produce
any information relevant to USEC, whether confidential or not, she agrees to
provide USEC with prompt written notice of this subpoena or order so that USEC
may timely move to quash if appropriate. Employee also agrees to cooperate with
USEC in any legal action, administrative proceeding or other investigations or
inquiries as USEC or its representatives or attorneys may reasonably request. In
the event that Employee's cooperation is requested under this paragraph, USEC
shall pay Employee's reasonable attorney's fees and other reasonable out of
pocket expenses in connection therewith.
8. USEC and Employee agree that this Agreement, consisting of three (3)
pages, constitutes the entire Agreement between them relating to her resignation
from employment; provided, however, that this Agreement does not extinguish any
contractual obligation of Employee in effect prior to the execution of this
Agreement. The parties further warrant that they enter into this Agreement
freely.
9. Employee states that she has read this Agreement in its entirety.
Employee further states that she has been advised to consult an attorney about
this Agreement and has had adequate opportunity to consult with her counsel.
Employee represents that her counsel has
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reviewed this Agreement in its entirety. Employee has up to twenty-one (21)
calendar days to accept this Agreement although Employee may accept it at any
time within those twenty-one (21) calendar days. If Employee accepts in less
than twenty-one (21) calendar days, she represents that her decision to do so is
knowing and voluntary, and with the advise of counsel and Employee waives any
remaining portion of the twenty-one (21) calendar day period. Employee further
states that she fully understands the terms of this Agreement and that the only
promises made to her in return for signing this Agreement are stated herein.
10. Employee represents that she has returned to USEC the original and all
copies of all keys, USEC IDs, software, charge cards, equipment, manuals, files,
papers, reports, memoranda and any other items of USEC property.
11. Employee agrees that she will comply with all SEC Exchange Act Section
16 reporting requirements applicable to a former Section 16 reporting officer.
The parties agree that Employee shall be entitled to exercise any vested stock
options on a cashless exercise basis, within the time period or periods
specified in any applicable option agreements.
12. Employee may revoke this Agreement in writing by causing notice of
revocation to be received by Ronald S. Cooper, Steptoe & Johnson LLP (facsimile
- - 202.261.0509) within seven (7) calendar days following its execution. This
Agreement becomes final and binding on the eighth day after its execution.
13. If any provision of this Agreement is found to be invalid,
unenforceable or void for any reason, such provision shall be severed from the
Agreement and shall not affect the validity or enforceability of the remaining
provisions. This Agreement shall be governed by the laws of the State of
Maryland.
14. Legal action may be brought by either party for breach of this
Agreement. Should either party be required to resort to legal action in order to
enforce rights under this Agreement, the prevailing party shall be entitled to
an award of all reasonable costs incurred, including attorneys' fees with
respect to any issue on which that party substantially prevails. In the event
that Employee materially breaches any of her obligations under this Agreement or
otherwise imposed by law, USEC will be entitled to recover the benefits paid
under the Agreement and to obtain all other relief provided by law or equity,
including (subject to the preceding sentence) reasonable attorney's fees and
costs.
THIS AGREEMENT WAIVES IMPORTANT RIGHTS AND INCLUDES A RELEASE OF KNOWN AND
UNKNOWN CLAIMS. YOU SHOULD CONSULT YOUR ATTORNEY, READ THE AGREEMENT CAREFULLY,
AND CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT.
Dated: SEP. 21, 04 /s/ Sydney M. Ferguson
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Employee's Signature
Sydney M. Ferguson
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Print Name
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Dated: 21. SEP. 2004 /s/ W. Lance Wright
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W. Lance Wright
Vice President
Human Resources and Administration
USEC Inc.
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