Exhibit 10.13.B


 


FORM OF

PERFORMANCE UNIT AWARD AGREEMENT 

PURSUANT TO

THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN


 


The AES Corporation, a Delaware
Corporation (the “Company”), grants to the Employee named below, pursuant to
The AES Corporation 2003 Long-Term Compensation Plan (the “Plan”) and this
Performance Unit Award Agreement (this “Agreement”), this Award of Performance
Units (“Performance Units”), the value of which is related to and contingent
upon the achievement of a predetermined Performance Target (as set forth
herein).  Capitalized terms not otherwise
defined herein shall each have the meaning assigned to them in the Plan.


 


1.               This Award
of Performance Units is subject to all terms and conditions of this Agreement
and the Plan, the terms of which are herein incorporated by reference:


 


	
  Name of Employee:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Birth:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AES Directory Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Number of Performance Units Granted:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Target Value:

  	
   

  	
  USD$

  	
  1.00

  



 


Notwithstanding any provision of the Plan to
the contrary, this Award of Performance Units is subject to the terms and
conditions of this Agreement and the Plan regardless of whether the Employee is
a Covered Person, as defined in the Plan.


 


2.               The Employee is
hereby granted an Award of the total number of Performance Units set forth
above.  The Performance Units will be
reflected in a book account by the Company during the Performance Period (as
defined below).  Contingent upon
achieving or exceeding 90% or more of the performance target, the value of
vested Performance Units, will be paid in cash as soon as practicable after the
end of the Performance Period but such date (the “Payment Date”) will be no
later than 90 days after the last day of the Performance Period.


 





















 


3.               The “Performance
Period” is the period beginning on January 1,
[       ] and ending on December 31,
[       ].


 


4.               This Award of
Performance Units will vest in three equal installments on December 31,
        , December 31,
        and December 31,       
(each a “Vesting Date”); provided, however:


 


(A)           that if the Employee’s
employment is terminated or the Employee’s provision of services is terminated
prior to the end of the Performance Period, in either case by
reason of the Employee’s death or Disability, all Performance
Units referenced in the chart above shall vest on such termination date and,
within 90 days after such date, a cash amount equal to $1.00 for each
Performance Unit shall be paid to the Employee;


 


(B)             that if the Employee’s
employment is terminated or the Employee’s provision of services is terminated
prior to the Payment Date, in either case by the Company for cause
(as determined by the Committee in its sole discretion), this Award of
Performance Units (including any vested portion) will be forfeited in full and
cancelled by the Company, and shall cease to be outstanding, upon such
termination date; and


 


(C)             that if the Employee’s
employment is terminated or the Employee’s provision of services is terminated
for any other reason (including voluntarily by
the Employee (including without limitation, Retirement) or by the Company other
than for cause or by reason of Disability or death), the
Employee will be eligible to receive the value of his or her vested Performance
Units on the Payment Date in accordance with the terms set forth in paragraph 5
below.


 


Any Performance Units that have not vested on
or before the date that an Employee’s employment or provision of services
terminates for any reason (other than death or Disability), (i) will not
subsequently vest; (ii) will be forfeited in full and cancelled by the
Company and (iii) will no longer be outstanding.  In addition, the Employee’s right to receive
the applicable Performance Unit value in respect of any such forfeited
Performance Units will be forfeited at such time and only Performance Unit
value in respect of vested Performance Units that have not been forfeited, will
be paid on the Payment Date, as may be applicable and in accordance with the
terms and conditions of the Plan.


 


5.               Each Performance
Unit represents a right to receive the applicable Performance Unit value in the
chart below, in cash on the Payment Date, if and only if, such Performance Unit
(i) has not been forfeited prior to its Vesting Date and (ii) has
vested in accordance with the terms of this Agreement.


 


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The value of each Performance Unit will
depend upon the Company’s actual Cash Value Added (“CVA”), as defined below,
over the Performance Period as compared to the performance target set forth and
approved by the Compensation Committee of the Board of Directors of the Company
(the “Committee”) at the time of grant as follows:


 


For CVA levels achieved between 90% and 120%
of the Performance Target, the Performance Unit value will be determined based
on straight-line interpolation. The maximum value of a Performance Unit is
between $0.50 and $2.00.


 


CVA means (i) consolidated un-leveraged
operating cash flow minus (ii) a cumulative charge for capital used during
the Performance Period as determined by the Committee at the time of grant.


 


Notwithstanding the performance level
achieved, the Committee may reduce or terminate the Performance Award
altogether, but in no event may the Committee increase the value of a
Performance Unit underlying this Award of Performance Units beyond the
performance levels achieved.


 


6.               In addition, in the
event that a Change of Control occurs prior to the end of the Performance
Period, if the Performance Units described herein have not already been
previously forfeited or cancelled, such Performance Units shall become fully
vested and payable in a cash amount equal to $1.00 for each Performance
Unit.  Payment of any amount payable
pursuant to the preceding sentence may be made in cash and/or securities or
other property in the Committees discretion.


 


7.               Notices hereunder
and under the Plan, if to the Company, shall be delivered to the Plan
Administrator (as so designated by the Company) or mailed to the Company’s
principal office, 4300 Wilson Boulevard, Arlington, VA 22203 (or as
subsequently designated by the Company), attention of the Plan Administrator,
or, if to the Employee, shall be delivered to the Employee or mailed to his or
her address as the same appears on the records of the Company.


 


8.               All decisions and
interpretations made by the Board of Directors or the Committee with regard to
any question arising hereunder or under the Plan shall be binding and
conclusive on all persons.  Unless
otherwise specifically provided herein, in the event of any inconsistency
between the terms of the Plan and this Agreement, the terms of the Plan will
govern.


 


9.               By accepting this
Award of Performance Units, the Employee acknowledges receipt of a copy of the
Plan and the prospectus relating to this Award of Performance Units, and agrees
to be bound by the terms and conditions set forth in the Plan and this
Agreement, as in effect and/or amended from time to time.


 


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10.         This Agreement will be
governed by the laws of the State of Delaware without giving effect to its
choice of law provisions.


 


 


	
   

  	
   

  	
  The AES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title:

  



 


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