Exhibit 10.13D


 


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:

  	
  [May
  4, 2005]

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of RSUs Granted:

  	
  [59,
  079]

  	
   

  



 


2.     Each RSU represents a right to receive one
Share on a date (the “Delivery Date”) selected by the Committee that occurs
during the 60 day period commencing on May 4, 2008, 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 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”); provided, however,


 


(i)    that if the Employee’s employment or
provision of services is terminated prior to the third anniversary of the Grant
Date by reason of the Employee’s death or Disability or
by the Company without cause, any portion of this RSU Award that
has not yet vested as of such termination date shall be immediately vested on
such termination date; and


 


(ii)   that if the Employee’s employment or
provision of services is terminated prior to the third anniversary of the Grant
Date, in either case for any reason other than
death, Disability or by the Company without cause  (including
voluntarily by the Employee (including by Retirement) or by the Company with
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 only 


 


1

















 


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 proceeding 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 be subject to income tax upon delivery of Shares and/or cash
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 in the RSUs as and when the
RSUs vest, although the Shares are not then delivered, is reportable at such
time as wages for 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.


 


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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