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Exhibit 10.22    
    


Executive Bonus Plan  


1.     PURPOSE  


        EnergySolutions, Inc. (the "Company") hereby establishes
this Executive Bonus Plan (the "Plan") to motivate and reward executive officers of the Company by providing for incentive cash bonuses if
pre-established performance goals are achieved. The Plan is also intended to qualify as a performance-based compensation plan under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). 


2.     ADMINISTRATION  


        The Plan shall be administered by a committee (the "Committee") comprised exclusively of members of the Board of
Directors (the "Board") who are "outside directors" within the meaning of Code Section 162(m) and Treasury
Regulation 1.162-27(c)(4). The Committee shall have the authority, subject to the provisions herein, (a) to select employees to participate in the Plan; (b) to
establish and administer the performance goals and the bonus opportunities applicable to each participant and certify whether the goals have been attained; (c) to construe and interpret the
Plan and any agreement or instrument entered into under or in connection with the Plan; and (e) to make all other determinations that may be necessary or advisable for the administration of the
Plan. Any determination by the Committee pursuant to the Plan shall be final, binding and conclusive on all employees and participants and anyone claiming under or through any of them. 


3.     ELIGIBILITY  


        Participation in the Plan will be limited to each employee of the Company that the Committee determines, in its discretion, is or may be a "covered employee"
within the meaning of Code Section 162(m)(4) and Treasury Regulation 1.162-27(c)(2). The Committee, in its discretion, shall designate in writing each of those employees of
the Company who shall be eligible to participate in the Plan (each, a "Covered Employee") for any fiscal year or other accounting period selected by the
Committee no later than the applicable deadline (the "Determination Date") for the establishment of performance goals permitting the compensation
payable to each such Covered Employee for such year hereunder to qualify as "qualified performance-based compensation" under Treasury Regulation 1.162-27(e). The Committee's
designation of an employee's eligibility to participate in the Plan shall be conclusive for the period to which the designation applies whether or not such employee is deemed a "covered employee"
(within the meaning of Code Section 162(m)) at the end of such period. Designation as a Covered Employee for any period shall not entitle an employee to participate in the Plan for any other
period. 


4.     PERFORMANCE GOALS  


        A Covered Employee's bonus shall be determined based on the attainment of written performance goals established by the Committee as of the beginning of each of
the Company's fiscal years or other accounting periods selected by the Committee ("Performance Period") (i) while the outcome for the Performance
Period is substantially uncertain and (ii) no more than ninety (90) days after the commencement of the Performance Period to which the performance goal relates or, if less than
90 days, the number of days which is equal to twenty-five percent (25%) of the relevant Performance Period. The performance goals established by the Committee need not be the same
for all Covered Employees. Such performance goals shall be based on any of the following business criteria, either alone or in any combination, on either a consolidated or business unit or divisional
level, and which shall include or exclude discontinued operations, acquisition expenses and restructuring expenses, as the Committee may determine: sales or revenue, earnings per share, measurable
achievement in quality, operation and compliance initiatives, objectively determinable measure of non-financial operating and management performance objectives, net earnings (either before
or after interest, taxes, depreciation and amortization), economic value-added (as determined by the Committee), sales or revenue, net 







 



income
(either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on net assets, return
on stockholders' equity, return on assets, return on capital, stockholder returns, dividends and/or other distributions, return on sales, gross or net profit margin, productivity, expense, margins,
operating efficiency, customer satisfaction, measurable achievement in quality and compliance initiatives, working capital, debt, debt reduction, earnings per share, price per share of stock, market
share, completion of acquisitions, business expansion, product diversification and new or expanded market penetration. The foregoing criteria shall have any reasonable definitions that the Committee
may specify, which may include or exclude any or all of the following items, as the Committee may specify: extraordinary, unusual or non-recurring items; effects of changes in tax law,
accounting principles or other such laws or provisions affecting reported results; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of
issuing convertible debt securities); expenses for restructuring, productivity initiatives or new business initiatives; impairment of tangible or intangible assets; litigation or claim judgments or
settlements; non-operating items; acquisition expenses; and effects of assets sales or divestitures. Any such business criterion or combination of such criteria may apply to the Covered
Employee's bonus opportunity in its entirety or to any designed portion or portions of the bonus opportunity, as the Committee may specify. 


5.     BONUS OPPORTUNITY  


        No later than the Determination Date for each year, the Committee shall establish, in writing, the method for computing the amount of compensation that will be
payable under the Plan to each Covered Employee in the Plan if the performance goals established by the Committee for such year are attained in whole or in part. Such method shall be stated in terms
of an objective formula that precludes discretion to increase the amount of the bonus that would otherwise be payable upon attainment of the performance goals and may be different for each Covered
Employee. Notwithstanding anything to the contrary contained herein, the Committee may, however, exercise negative discretion (within the meaning of Treasury
Regulation 1.162-27(e)(2)(iii)(A)) with respect to any bonus payable hereunder to reduce any amount that would otherwise be payable hereunder. 


6.     MAXIMUM BONUS  



        The maximum amount of compensation that may be paid under the Plan to any Covered Employee for any year shall not exceed $10,000,000.00. 


7.     CERTIFICATION OF PERFORMANCE GOALS; PAYMENT OF BONUS  


        As soon as practicable after the close of the Performance Period and prior to the payment of any bonus, the Committee shall review the Company's performance and
certify in writing the extent to which the applicable performance goals have been achieved. Each bonus to the extent earned shall be paid in a single lump sum cash payment, less applicable withholding
taxes, as soon as practicable following the Committee's certification described in the preceding sentence. Payments under this Plan are intended to qualify as short-term deferrals under
Code Section 409A and shall be made no later than the date two and one-half (21/2) months following the close of the fiscal year in which such bonus was earned;  provided,
however, that any payment that is delayed due to an unforeseeable event, as described in
Treasury Regulation 1.409A-1(b)(4)(ii), shall be paid as soon as practicable. Except as otherwise determined by the Committee, in its sole discretion, a Covered Employee shall not
be entitled to payment of a bonus otherwise earned under the Plan if such Covered Employee is not employed by the Company on the payment date for such bonus. 


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8.     FUNDING  


        The Plan shall be unfunded. The Company shall not be required to segregate any assets to ensure payment of any bonus under the Plan. 


9.     AMENDMENT OR TERMINATION  


        The Company may amend or terminate the Plan at any time or from time to time; provided, however, that no amendment
shall cause any performance-based bonus payable under the Plan not to qualify under Code Section 162(m). 


10.   STOCKHOLDER APPROVAL  


        Payment of any bonus under this Plan shall be contingent upon the affirmative vote of the stockholders of at least a majority of the votes cast (including
abstentions to the extent counted under applicable state law) approving the Plan. Unless and until such stockholder approval is obtained, no bonus shall be paid pursuant to this Plan. To the extent
necessary for purposes of Code Section 162(m), this Plan shall be resubmitted to stockholders for their reapproval with respect to bonuses payable for the taxable years of the Company
commencing on and after the 5th anniversary of initial stockholder approval. 


11.   EFFECTIVE DATE  


        The Plan shall be effective on the date that it is adopted by the Board, contingent on approval of the Plan by the Company's stockholders as set forth in
Section 10 above. 


12.   INTERPRETATION AND CONSTRUCTION  


        Any provision of this Plan to the contrary notwithstanding, (a) bonuses under this Plan are intended to qualify as "qualified performance-based
compensation" under Treasury Regulation 1.162-27(e) and (b) any provision of the Plan that would prevent any bonus under the Plan from so qualifying shall be administered,
interpreted and construed to carry out such intention and any provision that cannot be so administered, interpreted and construed shall to that extent be disregarded. No provision of the Plan, nor the
selection of any Covered Employee to participate in the Plan, shall constitute an employment agreement or affect the duration of any Covered Employee's employment, which shall remain "employment at
will" unless an employment agreement between the Company and the Covered Employee provides otherwise. All references in the Plan to sections of the Internal Revenue Code or to Treasury Regulations
shall be interpreted to include any amendment or successor provisions thereto. 



13.   GOVERNING LAW  


        The terms of this Plan shall be governed by the laws of the laws of Delaware without giving effect to the conflict of law principles thereof. 


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Exhibit 10.22