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EXHIBIT 10.28
THIS AGREEMENT is made this 19th day of August, 1998, by and between
USEC INC., a corporation organized and existing under the laws of the state of
Delaware (hereinafter called "USEC"), and Xxxxx X. Xxxxxx, 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, 1998 to July 27,
1999, 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 and including USEC's policies,
procedures, commercial practices, external affairs, and strategic planning
under the terms and conditions hereinafter set forth.
3. While the 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 day of each month falling, in whole or in part, during the term of this
Agreement, excluding July 1998. USEC shall reimburse 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, social 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, net of any reimbursed expenses
incurred by the Consultant on behalf of USEC, pursuant to this Agreement. 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 Forms 1040-ES, declaration of estimated tax by individuals.
5. All reports, findings, recommendations, data, memoranda or documents,
arising out of 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 hold confidential all information developed by or
communicated to the Consultant in the performance of the services, whether
described in this Agreement, in any schedule executed pursuant
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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 be deemed to limit the obligation of USEC or
any USEC subsidiary or affiliate, to indemnify the Consultant under its
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 it 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.
12. This Agreement is to be governed by the laws of the State of Delaware.
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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 Contract 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 numbers and addresses:
If to USEC: President and Chief Executive Officer
USEC Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000-0000
If to Consultant: Xxxxx X. Xxxxxx
[Address]
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 written above.
USEC INC.
/s/ XXXXXXX X. XXXXXXX, XX.
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CONSULTANT
/s/ XXXXX X. XXXXXX
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