Exhibit 10.13.A


 


FORM OF


NONQUALIFIED STOCK OPTION 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 Nonqualified Stock Option Award
Agreement (this “Agreement”), this Award of a Nonqualified Stock Option (“Option”)
to purchase full shares of common stock of the Company (“Shares”) upon the
terms and conditions set forth herein and the terms of your current employment
agreement (your “Employment Agreement”) while it is in effect (i.e., through
and including its termination date). 
Capitalized terms not otherwise defined herein will each have the meaning
assigned to them in the Plan or your Employment Agreement while it is in
effect.


 


1.     The
Award of this Option is subject to all terms and conditions of this Agreement,
the Plan, the terms of which are herein incorporated by reference, and your
Employment Agreement, the terms of which are herein incorporated by reference
while it is in effect:


 


Name of
Employee:


 


Date of Birth:


 


AES Directory
Name:


 


Grant Date:


 


Total Number
of Shares subject to Option:


 


Option Price
per Share:


 


2.     The
Employee referenced above is hereby granted an Option representing a right to
purchase the number of Shares set forth above at the option price per Share set
forth above, upon the terms set forth herein, in the Plan and in your
Employment Agreement while it is in effect, if
and only to the extent, such Option (i) has not been
forfeited or canceled prior to its Vesting Date (as defined below) and (ii) has
vested in accordance with this Agreement.


 


3.     This
Option will expire no later than ten years from the Grant Date, provided,
however, that this Option may expire sooner pursuant to the terms set forth
herein, in the Plan and in your Employment Agreement while it is in effect.


 


4.     Subject
to the terms of your Employment Agreement while it is in effect, this Option
will vest in three equal installments on each of the first, second and third
anniversary of the Grant Date (each a “Vesting Date”); provided, however:


 


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(A)    that
if the Employee’s employment is terminated or the Employee’s provision of
services is terminated, prior to the third anniversary of the Grant Date, in either case by reason of the Employee’s death or Disability,
this Option will vest and will become exercisable on such termination date and
will expire one year after such termination date;


 


(B)    that
if the Employee’s employment is terminated or the Employee’s provision of
services is terminated, prior to the third anniversary of the Grant Date, in
either case by the Company for cause (as
determined by the Committee in its sole discretion) any portion of this Option
that has vested on or before such termination date will expire three months
after such termination date, and any portion of this Option that has not vested
on or before such termination date will be forfeited in full, cancelled by the
Company, and will 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, prior to the third anniversary of the Grant Date, 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 death or Disability), any portion of this Option that
has vested on or before such termination date will expire one hundred and
eighty days after such termination date, and any portion of this Option that
has not vested on or before such termination date will be forfeited in full,
cancelled by the Company, and will cease to be outstanding, upon such
termination date.


 


In addition, in the event that a termination
described in clause (A), clause (B) or clause (C) above occurs, on or
after the third anniversary of the Grant Date, to the extent that all or any
portion of this Option has vested but not yet expired as of such date, such
portion of this Option will expire on the earlier  of (i) the last day of the time
period described in clause (A), clause (B) or clause (C) above, as
applicable, or (ii) the date such portion of this Option would have
expired, had such employment or provision of services continued.


 


5.     Subject
to the terms and conditions of the Plan, this Agreement and the terms of your
Employment Agreement while it is in effect, the Employee may exercise any
vested portion of this Option by giving appropriate written notice to the
Company, together with provision for payment (i) of the full option price
of the Shares for which such vested portion of this Option is exercised and (ii) applicable
withholding taxes.  The notice must specify
the portion of this Option to be exercised (i.e., the number of Shares) and be
signed by the Employee.  The full option
price of the shares of common stock as to which such vested portion of this
Option is exercised (including applicable withholding taxes) must be paid in
cash to the Company in full, or alternative adequate provision acceptable to
the Committee for such payment made (including an irrevocable instruction to a
broker to deliver the option price at a future date), at the time of exercise.


 


6.     In
addition, subject to the terms of your Employment Agreement while it is in
effect, in the event that a Change of Control occurs prior to the third
anniversary of the Grant Date, to the extent that all or any portion of this
Option has not already been previously forfeited or cancelled, such portion of
this Option will become fully vested and exercisable; provided, however, that
in connection with a Change of Control or certain other events, the Committee


 


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may, in its discretion (i) cancel any or
all outstanding Options issued pursuant to the Plan in consideration for
payment to the holders of such cancelled Options of an amount equal to the
portion of the consideration that would have been payable to such holders
pursuant to such transaction if such Options had been fully vested and
exercisable, and had been fully exercised, immediately prior to such
transaction, less the option price, if any, that would have been payable
therefore, or (ii) if the net amount referred to in clause (i) would
be negative, cancel such Options for no consideration of any kind.  Payment of any obligation payable pursuant to
the preceding sentence may be made in cash of equivalent value and/or
securities or other property in the Committee’s discretion.


 


7.     Subject
to the terms of your Employment Agreement while it is in effect, the Company
and its subsidiaries and Affiliates have the right (i) to withhold any tax
required to be withheld in connection with the exercise of any portion of this
Option from Shares otherwise deliverable or from any other payment to be made
to the Employee, or (ii) to otherwise condition the Employee’s right to
exercise any portion of this Option on the Employee making arrangements
satisfactory to the Company or any of its subsidiaries or affiliates to enable
any related tax obligation of the Employee to be satisfied.  The Employee should consult his or her
personal advisor to determine the effect of this Option on his or her own tax
situation.


 


8.     Notices
hereunder and under the Plan, if to the Company, must 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), to the attention of the Plan
Administrator, or, if to the Employee, will be delivered to the Employee or
mailed to his or her address as the same appears on the records of the Company.


 


9.     Subject to the terms and
conditions of the Plan and the terms of your Employment Agreement while it is
in effect, unless the Committee determines otherwise, if an Employee is
adjudicated to be mentally incompetent while in the continuous employment of
the Company or an Affiliate or during a period of permanent and total
Disability which commenced while in such employment, the Employee’s guardian,
conservator or legal representative will have the right to exercise this Option
on behalf of the Employee.


 


10.   All
decisions and interpretations made by the Board of Directors or the Committee
with regard to any question arising hereunder or under the Plan will 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 Plan will govern.  In the event an interpretation is to be made
concerning an inconsistency between the provisions of your Employment Agreement
and the provisions of the Plan and/or this Agreement, while your Employment
Agreement is in effect, the provisions of your Employment Agreement will
govern; provided, however, that any such interpretation will not be binding on
interpretations made or actions taken following the termination date of your
Employment Agreement.


 


11.   By
accepting the Award of this Option, the Employee acknowledges receipt of a copy
of the Plan and the prospectus related to this Option and agrees to be bound by
the terms and


 


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conditions set forth in this Agreement and the
Plan, as in effect and/or amended from time to time.


 


12.   This
Agreement is 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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