EXHIBIT 10.22 Indianapolis Power & Light Company DATE: May 31, 1995 TO: See Distribution Below AT: Various Locations FROM: Mr. Ramon L. Humke AT: Electric Building SUBJECT: 1995 MANAGEMENT INCENTIVE PROGRAM DISTRIBUTION: Officers Superintendents Managers Assistant Superintendents Directors Division Supervisors The 1995 Management Incentive Program (MIP) is established to provide additional incentive and recognition to individuals who make above average contributions to the achievement of organization and corporate objectives. Awards will be based on a year-end evaluation of the Company's performance and of each participant's performance during the year, directly keyed to organization and department objectives through specifically documented Performance Management "Expectations" and "Objectives" for that participant. The threshold standard is: IPL Net Income $83.6 Million This threshold performance standard must be met for bonus qualification. The Senior Vice Presidents, and Vice Presidents of Human Resources and Corporate Affairs, will ensure that individual awards are commensurate with performance and that the total of awards does not exceed their organization's allocation of the budget for this program. The Company's compensation philosophy is to establish base salaries at market value; therefore participant awards under this program are for demonstrable and measurable contributions to organization and corporate objectives and performance. Guidelines for individual awards, granted in $500 increments, are as follows: Award Range Participant's Contribution if Threshold is met Above Expected Up to $7,500 At Expected Up to $5,000 Below Expected 0% The evaluator should be able to identify demonstrable and measurable results as the criteria for recommending an award for the participant. Awards are not automatic and not all participants may receive an award. The Management Incentive Program participants for 1995 include supervisors from the division head level to the manager level. Special requests for inclusion in the program need to be submitted for approval to the Vice President of Human Resources. Documentation supporting inclusion in the program is required. In addition, at year-end, Organizational Heads may recommend other associates who have specific work assignments that significantly affect the Corporate Objectives. If a participant retires, becomes disabled, or dies during 1995, or if a person becomes eligible after the year begins, any award payable to such person shall be prorated. Additionally, the Big Dollar Award Program for other associates who deserve special recognition for making an extraordinary contribution to Corporate Objectives or organizational assignments is being continued. A formal Big Dollar Award Program description is attached. /s/ R.L. Humke RLH:dlr Attachment Program Name: Big Dollar Award Program Purpose: The program exists to provide an immediate cash reward to an associate who makes significant contribution which will have a substantial positive impact on the Company. Eligibility: Any non-officer associate who is not part of the Management Incentive Program is potentially eligible to receive a reward under this program. Award Basis: Associates whose recommendations, acts, or achievements are outside their normal work requirements should be considered for awards. Extraordinary contributions to Corporate Objectives and organization assignments are the principal criteria for these awards. Superior work on normal work assignments alone does not qualify an individual for an award. More efficient operations, greater productivity, better customer service, reduced costs, higher earnings, and enhanced public image are examples of results which would warrant consideration for an award. Award Amount: The amount of the award will depend upon the significance and long-term benefit to the Company. As a general rule, awards should be no less than $200, after taxes. Process: All associates and supervisors are asked to identify recommendations, acts, or achievements of other associates which should be considered for an award. Descriptions of such acts should be directed to the organization officer who will assess the achievement and, if warranted, forward a recommendation through the appropriate senior officer to the President. Recommendations should include suggested award amounts. The President will approve and present these special awards as these extraordinary contributions are identified and evaluated throughout the year. The intent is that an award follow these acts or achievements as closely as practical. Therefore, recommendations for awards should be expedited. When possible, Mr. Humke will present the award to the associate personally. Administration: The Vice President, Human Resources, will administer this program, with the assistance of the Controller. All checks will represent the award, less necessary tax withholding. The organization officer should contact Corporate Communications to arrange appropriate publicity. 1995 MANAGEMENT INCENTIVE PROGRAM The purposes of the program are to focus attention on key IPL performance standards, to improve productivity and to control costs by attaining the goals set out in the Corporate Objectives while maintaining operating costs within or less than those budgeted for 1995. The program cost is estimated to be $560,000. The Program also includes a separate fund for the payment of bonuses to persons not within the group identified above who deserve recognition for extraordinary contributions to the Company. An additional $48,500 is estimated for this separate fund. Bonus awards will depend upon the performance of the participants in meeting specific objectives and assignments. Awards are not automatic; some participants may not receive an award. No bonus payments will be made unless the 1995 IPL Net Income thresholds is met. Performance Bonus Above Expected $500 to $7,500 At Expected $500 to $5,000 Below Expected 0 If a participant dies, retires or becomes disabled during the Program Year, or if a person becomes eligible to participate in the Program after the Program Year begins, any bonus shall be prorated based on the number of months such person was eligible to participate in the Program. Bonus awards will be approved by Mr. Humke and Mr. Hodowal, based upon the recommendations of the Senior Officers for their respective organizational participants. Progress in meeting objectives will be reviewed with each participant periodically throughout the year.