Exhibit 10.13.C


 


FORM OF

RESTRICTED STOCK 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 Restricted Stock Unit Award Agreement
(this “Agreement”), this Award of Restricted Stock Units (“RSUs”) upon the
terms and conditions set forth herein. 
Capitalized terms not otherwise defined herein will each have the
meaning assigned to them in the Plan.


 


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


 


Name of
Employee:


 


Date of Birth:


 


AES Directory
Name:


 


Grant Date:


 


Number of RSUs
Granted:


 


2.               Each RSU represents
a right to receive one Share on a date (the “Delivery Date”) selected by the
Committee that occurs during the 90 day period commencing on December 31,
      , if and only if, such RSU (i) has not
been forfeited prior to the Delivery Date and (ii) has vested in
accordance with this Agreement prior to the Delivery Date; provided, however,
that in lieu of delivery of a Share on the Delivery Date, the Committee may, in
its discretion, cause the Company to deliver cash having a Fair Market Value
equivalent to a Share on the Delivery Date.


 


3.               An RSU (i) does
not represent an equity interest in the Company, (ii) carries no voting,
dividend or dividend equivalent rights and (iii) the holder will not have
an equity interest in the Company or any of such shareholder rights, unless the
vesting conditions of the RSU are met and the RSU is paid out with a Share
rather than cash and in such case not until the relevant Share is delivered on
the Delivery Date.


 


4.               This Award of RSUs
will vest in three equal installments on each of the first, second and third
anniversary of the Grant Date (each a “Vesting Date”), if
the following two conditions are met:


 


(i)        During the 3-year period
from and including January 1, [      ]
through and including December 31, [      ]
(the “Performance Period”) either:


 





















 


(a)          the Total Shareholder
Return on AES common stock exceeds the Total Shareholder Return on the S&P
500 Index; or


 


(b)         the Total Shareholder
Return on AES common stock is positive, the S&P 500 Index is positive, the
Total Shareholder Return on AES common stock is no more than
    % less than the Total Shareholder Return on the S&P
500 Index and the Committee does not exercise the discretion it has under such circumstances
to prevent any or all of the RSUs from vesting.


 


Except for any RSUs forfeited prior to the
end of the Performance Period pursuant to the following paragraph, all RSUs
pursuant to this Award will be forfeited and will cease to be outstanding as of
the end of the Performance Period unless either (i)(a) or (i)(b) occurs.


 


(ii)          With regard to each
equal one third portion of RSUs, in order for any such portion to be eligible
for vesting if (i)(a) or (i)(b) above occurs, either:


 


(a)          the Employee remains an
Employee through the relevant Vesting Date, or


 


(b)         prior to the relevant
Vesting Date, the Employee’s employment terminated by reason of the Employee’s
death or Disability.


 


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 for any
reason other than death or Disability (including voluntarily by
the Employee (including Retirement) or by the Company with or without cause),
all RSUs with Vesting Dates after the termination date will be forfeited and
will no longer be outstanding, the Employee’s right to receive Shares and/or
cash on the Delivery Date in respect of any such forfeited RSUs will be
forfeited at such time and in the event that (i)(a) or (i)(b) above
occurs only Shares and/or cash in respect of RSUs with Vesting Dates prior such
termination date will be delivered on the Delivery Date.


 


5.               In the event that a
Change of Control occurs prior to the Delivery Date, if the RSUs described
herein have not already been previously forfeited or cancelled, such RSUs will
become fully vested and the Delivery Date will occur immediately prior to the
Change in Control; provided, however, that in connection with a Change of
Control and certain other events, 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.


 


6.               Under current U.S.
federal income tax laws, the Employee will not be subject to income tax unless
and until Shares and/or cash are delivered to the Employee on the Delivery
Date, at which time the Fair Market Value of the Shares and/or cash will be
reportable as ordinary income, and subject to income tax withholding.  However, under a special rule applicable
to deferred compensation, the value of the Shares underlying the RSUs as and
when the RSUs vest, although the Shares are not then delivered, is reportable
at such time as wages for


 


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purposes of social security and Medicare
(e.g., FICA) taxes and is subject to withholding.  The Company and its subsidiaries and
affiliates have the right (i) to withhold any tax required to be withheld
in connection with this Award of RSUs from Shares and/or cash otherwise
deliverable or from any other payment to be made to the Employee, or (ii) to
otherwise condition the Employee’s right to receive or retain the Shares and/or
cash 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 Award of RSUs on
his or her own tax situation.


 


7.               Notices hereunder
and under the Plan, if to the Company, will 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, 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.


 


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 will be binding and conclusive
on all persons.  Unless otherwise
specifically provided herein, in the event of any inconsistency between the
terms of this Agreement and the Plan, the Plan will govern.


 


9.               By accepting this
Award of RSUs, the Employee acknowledges receipt of a copy of the Plan and the
prospectus relating to this Award of RSUs, and agrees to be bound by the terms
and conditions set forth in this Agreement and the Plan, 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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