Form of Executive Retention Agreement

Exhibit 10.1

Form of Executive Retention Agreement Between the Company

and each of Timothy C. O’Brien, Eugene J. DiDonato and Roy Banks

1

Executive Retention Agreement

This Executive Retention Agreement (this “Agreement”) is made as of the 23rd day of May, 2005 (the “Effective Date”) by and between Lightbridge, Inc., a Delaware corporation (the “Company”), and _     _     _     _ (the “Executive”).

WHEREAS, the Company currently employs the Executive as its Chief Financial Officer;

WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change of control of the Company exists and that such possibility, and the uncertainty and questions that it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders; and

WHEREAS, the board of directors of the Company has determined that appropriate steps should be taken to reinforce and encourage the continued employment and dedication of the Executive without distraction from the possibility of a change of control of the Company and related events and circumstances.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Company and the Executive agree as follows:

1. Definition of Terms. As used herein, the following terms shall have the following respective meanings:

(a) “Cause” shall mean (a) the Executive’s commission of acts or omissions constituting a felony, fraud or theft of Company property; (b) the Executive’s commission of acts or omissions constituting a material breach of this Agreement, any other agreement between the Executive and the Company or Company policies and procedures; or (c) the Executive’s willful refusal or failure to perform the reasonable and customary duties assigned to him by the Company, which, in the case of clauses (b) and (c) are not cured by the Executive within 10 days of receipt by the Executive of notice from the Company alleging the existence of Cause.

(b) “Change of Control” shall have the meaning set forth in Section 15(b) of the Company’s 2004 Stock Incentive Plan as in effect on the date hereof.

(c) “Good Reason” shall mean (x) a significant reduction in the nature or scope of the Employee’s duties, responsibilities, authority and powers exercised by the Employee immediately prior to the Change in Control Event; (y) a reduction in the Executive’s annual base salary in effect on the date of the Change of Control, except for across-the-board salary reductions similarly affecting all management personnel of the Company (or its successor); or (z) the relocation of the primary office where the Executive is to perform his duties by more than 35 miles from its location prior to the Change of Control; provided, however, that the Executive’s duties, responsibilities, authority and powers shall not be deemed to have been significantly reduced solely because the Company (or its successor) is no longer an independently operated public entity or because of a change in the Executive’s title.

(d) “Release” shall mean a release by the Executive in favor of the Company, in the form attached hereto as Exhibit A.

(e) “Severance Agreement” shall mean a severance agreement between the Company and the Executive, drafted by and satisfactory to counsel for the Company.

(f) “Term” shall mean the period commencing as of the Effective Date and continuing in effect through December 31, 2006; provided, however, that commencing on January 1, 2007 and each January 1 thereafter, the Term shall be automatically extended for one additional year unless, not later than 180 days prior to the scheduled expiration of the Term (or any extension thereof), the Company shall have given the Executive written notice that the Term will not be extended.

2. Term. This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Date and shall expire upon (a) the expiration of the Term if a Change in Control has not occurred during the Term or (b) the fulfillment by the Company of all of its obligations hereunder if a Change in Control has occurred during the Term. It is understood that the Executive is not being promised employment for a definite period of time and that either the Executive or the Company may terminate the Executive’s employment at any time and for any reason.

3. Termination Following Change of Control.

(a) In the event that, within two (2) years following a Change of Control, either (i) the Company (or its successor) terminates the Executive’s employment without Cause or (ii) the Executive terminates his employment for Good Reason, then (A) any unvested Company stock options then held by t