Exhibit
10.30


 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


Dear David:


 


This document, upon your signature, will constitute the Agreement
between you and The AES Corporation (together with its affiliated and related
entities, the “Company”) on the terms of your separation from the Company (the “Agreement”).


 


1.             Your employment is
terminated effective March 9, 2009 (the “Termination Date”).  You will be paid your earned compensation
through and including the Termination Date. 
Your earned compensation effective October 1, 2008 will be $5,000
per month, less applicable taxes and deductions, through and including the
Termination Date. You have received or will receive by separate cover
information regarding your rights to continuation of your health insurance which
will cease as of the last day of the month in which your Termination Date
occurs.  To the extent that you have such
rights, nothing in this Agreement will impair those rights.


 


2.             You have or will
return to the Company by the Termination Date: all reports, files, memoranda,
records, software, laptops, computer equipment, cellular phones, credit cards,
cardkey passes, door and file keys, computer access codes or disks and
instructional manuals and any other physical or personal property that you
received in connection with your employment with the Company that you then have
in your possession and you shall not retain any copies, duplicates,
reproductions or excerpts thereof.  The
Company will reimburse you in accordance with its existing policies for any legitimate
expenses you incurred on Company business prior to the Termination Date.  You must either submit any expense
reimbursement requests (i) by November 7, 2008, or (ii) if
submitted after November 7, 2008 but before the Termination Date, any such
expense reimbursement requests will only be processed if signed by Paul
Hanrahan.


 


3.             Subject to the terms of this
Agreement and in consideration for (i) your execution of this Agreement; (ii) your
satisfactory compliance with the terms of this Agreement through the
Termination Date, as determined by Paul Hanrahan; provided that you will not be
required to perform any work for the Company or be physically present in the
office after September 30, 2008 unless otherwise specifically requested by
Paul Hanrahan; and (iii) your return of an executed copy of this Agreement
to the Company by February 9, 2009; the Company will provide you, pursuant
to the terms and provisions of The AES Corporation Severance Plan, as amended
(the “Severance Plan”), with the following (collectively, “Consideration”):


 


(a)           twelve (12) monthly salary continuation
payments (based on your annualized based salary as of September 30, 2008 +
target bonus of $460,000), in equal monthly installments, each less applicable
taxes and deductions.  The first of these
monthly payments shall begin on or about the next regular payroll period occurring
after the seventh business day following your Termination Date, and the
remaining payments shall be made monthly in accordance with the Company’s
established payroll practices;


 


(b)           in addition, if you are already
participating in the medical/RX, dental and/or vision benefit plans and should
you elect to continue these benefits under COBRA, the Company will pay the
portion of the premium cost of such coverage presently paid by the Company
under the Company’s plan for a twelve (12) month period which period shall
commence at the beginning of the calendar month following the calendar month
containing your Termination Date;


 


(c)           outplacement benefits to begin after
your Termination Date; and


 

















 


(d)           finally, to the extent applicable,
you will be entitled to the Excise Tax Reimbursement benefits described in
Appendix A of the Severance Plan.


 


Absent
the entry of this Agreement you would not be entitled to such Consideration.


 


Any
stock options, restricted stock units and performance units of The AES
Corporation that have been previously granted to you but that have not yet
vested on or before your Termination Date, will not vest following your
Termination Date and will therefore be forfeited in their entirety.  Please also see the relevant plan and notice
documents for other important provisions triggered by your termination.


 


4.             The intent of this
section is to secure your promise not to sue the Company, or anyone connected
with it, for any harm you may claim to have suffered in connection with your
employment or the termination of your employment, in return for the benefits
described in this Agreement. 
Accordingly, in exchange for the Consideration, you hereby agree as
follows:


 


(a)           Except as otherwise
provided in this Section 4(a), you hereby release the Company and all of
its past, present and/or future related entities, including but not limited to
parents, divisions, affiliates, subsidiaries, officers, directors,
stockholders, trustees, employees, agents, representatives, administrators,
attorneys, insurers, fiduciaries, predecessors, successors and assigns of the
Company, in their individual and/or representative capacities (hereinafter
collectively referred to as the “Released Parties”), from any and all causes of
action, suits, agreements, promises, damages, disputes, controversies,
contentions, differences, judgments, claims and demands of any kind whatsoever
(“Claims”) which you or your heirs, executors, administrators, successors and
assigns ever had, now have or may have against the Released Parties, whether
known or unknown to you, and whether asserted or unasserted, (i) by reason
of your employment and/or cessation of employment with the Company, or (ii) otherwise
involving facts which occurred on or prior to the date that you sign this
Agreement.


 


Such released Claims include, without limitation, any and all Claims
under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1871,
the Civil Rights Act of 1991, the Fair Labor Standards Act, the Family and
Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, as
amended by the Older Workers’ Benefit Protection Act of 1990, the Americans
With Disabilities Act, the Employee Retirement Income Security Act of 1974
(including, without limitation, any claim for severance pay), the Virginia
Human Rights Law and any and all other federal, state or local laws, statutes, rules and
regulations pertaining to employment (each as amended) including  but not limited to the laws of the United
States and any other country to the extent applicable; any and all Claims under
state contract or tort law; any and all Claims based on the design or
administration of any Company employee benefit plan or program or arising under
any Company policy, procedure, or employee benefit plan, including but not
limited to, the Severance Plan; any and all Claims for wages, commissions,
bonuses, continued employment with the Company in any position, and compensatory,
punitive or liquidated damages; and any and all Claims for attorneys’ fees and
costs.  Notwithstanding the foregoing,
nothing contained herein shall interfere with or waive your right to enforce
this Agreement in a court of competent jurisdiction;


 


(b)           If you commence,
continue, join in, or in any other manner attempt to assert any Claim released
herein against any Released Party or otherwise breach the promises made in this
Agreement, you shall reimburse the Released Parties for all attorneys’ fees
incurred by the Released Parties in defending against such a Claim and the
Company shall have a right to the return of all Consideration paid to you
pursuant to this Agreement, together with interest thereon, and to cease
furnishing to you any further Consideration described in this Agreement;
provided that this right of return of such Consideration and the cessation of
payment of further Consideration is without prejudice to the Released Parties’
other rights hereunder, including any right to obtain an agreement and release
of any and all claims against the Released Parties; and


 


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(c)           You agree (i) that
you will not bring any lawsuits or claims of any kind against the Company, any
of its related entities or any Released Party; (ii) that you will not
accept the benefits of any lawsuits or claims of any kind brought on your
behalf against the Company, any of its related entities or any Released Party;
and (iii) that if you are nevertheless awarded any such benefits you will
pay them to the Company.


 


5.             The Company is
providing you with the benefits described in this Agreement solely to ease the
impact of your separation from employment with the Company.  The fact that the Company is offering these
benefits to you should not be understood as nor is it intended to be an
admission that the Company, any of its related entities or any Released Party
has violated your rights (or the rights of anyone else) in any manner
whatsoever.


 


6.             You will not,
unless required by law, disclose to anyone other than members of the Arlington
Legal Group and the Arlington Human Resources Group any information regarding
the following:


 


(a)           Any information
regarding the practices, procedures, trade secrets, inventions, technology,
customer lists, or product marketing of the Company or any of its related
entities or any Released Party.


 


(b)           The terms of this
Agreement, the benefits being paid under it or the fact of such payment, except
that you may disclose this information to your attorney, accountant or other
professional advisor to whom you must make the disclosure in order for them to
render professional services to you.  You
will instruct them, however, to maintain the confidentiality of this information
just as you must.  In addition, you will
not make, or cause to be made, any statements, observations or opinions, or
communicate any information (whether oral or written) (collectively “Statements”)
including Statements to the press, media, Company employees, clients, customer,
contractors or any other party, that disparage or are likely in any way to harm
the reputation of the Company, any of its related entities or any Released
Party.  Breach of this provision shall be
considered material.


 


7.             In the event that
you breach any of your obligations under this Agreement, including but not
limited to the provisions of Sections 3, 4, 6, 8, 10, 11, 12, 13 or 14 of this
Agreement, or as otherwise imposed by law, the Company will be entitled to
recover the benefits paid under this Agreement and to obtain all other relief
provided by law or equity.


 


8.             By executing this Agreement, you
agree and acknowledge that except for the payments, benefits and promises
described in this Agreement, you shall not to be entitled to any further
payments, benefits, or promises from the Company.  This Agreement shall be governed by Virginia
law and you hereby submit to and agree that the exclusive jurisdiction for any
suit, action or proceeding involving this Agreement will be any federal or
state court located in Virginia.  If any
provision of this Agreement is deemed to be unenforceable, it shall not affect
the enforceability of the remaining provisions of this Agreement. This document
contains the entire agreement between you and the Company concerning the
subject matter contained herein.


 


9.             The parties acknowledge and agree
that any amount paid to you pursuant to this Agreement may at the Company’s
sole discretion be set off against any amount or sum for which the Company is
(or at any time may be) held liable to pay you with respect to or in connection
with the relationship between you and the Company.


 


10.           You covenant and
agree that you shall not voluntarily cooperate with, encourage or instigate any
third party, person or entity in threatening, preparing, commencing or
prosecuting any legal action or proceeding against any Released Party by
consulting or meeting with any such third party, person or entity or any
attorney or representative thereof, or providing any assistance, information,
documents, testimony or representation to or for the benefit of any such third
party, person or entity or any attorney or 


 


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representative thereof. 
Provided, however, that this paragraph shall not be interpreted to limit
your ability to respond to questions or otherwise provide information to or
cooperate with the Arlington Legal Group and the Arlington Human Resources
Group.  Breach of this provision shall be
considered material.


 


11.           Nothing contained in
this Agreement shall be deemed to preclude you from providing truthful
testimony or information pursuant to a valid court order or similar legal
process; provided, however, that prior to making any such
disclosure, you will promptly notify the Company of such request or requirement
so that the Company, if it so chooses, will have sufficient opportunity to seek
to avoid or minimize the required disclosure and/or to obtain an appropriate
protective order or other appropriate relief. 
In any such case, you will use your reasonable efforts to cooperate with
the Company in its efforts to avoid or minimize the required disclosure and/or
to obtain such protective order or other relief.


 


12.           You agree to provide
reasonable cooperation at mutually agreeable times and places to the Released
Parties in connection with matters with which you were involved, including, but
not limited to, the defense of any and all Claims, which are asserted by any
person or entity other than you concerning or related to any matter that arises
out of events or occurrences during your involvement in the business and
affairs of the Company, and you will be reimbursed for reasonable out of pocket
expenses incurred in connection therewith. 
Except as otherwise required pursuant to applicable law or court order,
or as permitted under Section 11, and in each such case, provided
that you comply with the provisions of Section 11, you further agree to
maintain in strict confidence any information or knowledge you have regarding
Claims against the Released Parties.  You
agree to communicate with any party adverse to the Released Parties, or with a
representative, agent or legal counsel for any such Claims solely through legal
counsel for the Released Parties, although you may at your own expense retain
your own counsel in connection with any such matter.


 


13.           You agree that for a twelve (12)
month period following your Termination Date, you will not (i) be employed
by or provide services or advice to any competitor of the Company or any
Released Party or (ii) otherwise compete with the Company or any Released
Party.  For avoidance of doubt the
parties hereto acknowledge and agree that this non-compete provision includes a
prohibition on you: (i) attempting to or actually hiring or contracting for
services from, or inducing or encouraging anyone else to hire or contract for
services from, any employees or contractors working for or at the Company; or (ii) attempting
to or actually inducing or encouraging any employees or contractors working for
or at the Company to leave the Company; in each case without the prior approval
of the Company.


 


14.           You acknowledge (i) that you
have not been forced or pressured in any manner whatsoever to sign this
Agreement; (ii) that you have agreed to all of its terms voluntarily; (iii) that
you have read this Agreement in its entirety and understand the terms of the
Agreement; and (iv) that you have been given at least twenty-one (21) days
to consider all of its terms and to consult with counsel of your choice.  You may revoke your acceptance of this
Agreement by sending written notice of your intent to revoke your acceptance
within seven (7) days of your execution of this Agreement, to the Company,
with such written notice addressed to the Company at the following
address:  4300 Wilson Boulevard, Arlington,
Virginia 22203.  If you do not revoke
your acceptance, your acceptance and this Agreement will become effective on
the eighth (8th) day after the date on which it is signed
(the “Effective Date”).  You further
agree that in the event that you revoke your acceptance of this Agreement prior
to the eighth (8th) day after execution of this Agreement, this
Agreement and the promises contained herein shall be deemed null and void.


 


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To accept this Agreement, please date and sign this document and return
it to me.  An extra copy for your files
is enclosed.  We wish you success in your
future endeavors.


 


	
  Very
  truly yours,

  
	
   

  
	
  The AES Corporation

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Paul Hanrahan

  	
   

  
	
   

  	
  Paul
  Hanrahan

  
	
   

  	
  Title: President and Chief Executive Officer

  



 


BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE (i) THAT I HAVE NOT BEEN
FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS AGREEMENT; (ii) THAT
I HAVE HAD AT LEAST 21 DAYS TO CONSIDER ALL OF THE TERMS OF THIS AGREEMENT WITH
COUNSEL OF MY CHOICE; (iii) THAT I HAVE READ THIS AGREEMENT IN ITS
ENTIRETY AND UNDERSTAND THE TERMS OF THE AGREEMENT; AND (iv) THAT I
VOLUNTARILY AGREE TO THEM.  I FURTHER
UNDERSTAND THAT I MAY REVOKE MY ACCEPTANCE OF THIS AGREEMENT BY SENDING
WRITTEN NOTICE OF MY INTENT TO REVOKE MY ACCEPTANCE ADDRESSED TO THE COMPANY AT
THE FOLLOWING ADDRESS:  4300 WILSON
BOULEVARD, ARLINGTON, VIRGINIA, 22203 WITHIN SEVEN DAYS AFTER THIS AGREEMENT
HAS BEEN EXECUTED AND RETURNED BY ME.  IF
I HAVE NOT REVOKED MY ACCEPTANCE, THIS AGREEMENT WILL BECOME EFFECTIVE ON THE
EIGHTH DAY AFTER IT IS EXECUTED AND RETURNED TO THE COMPANY (THE “EFFECTIVE
DATE”).


 


 


	
  By:

  	
  /s/
  David Gee

  	
   

  
	
   

  	
  David
  Gee

  
	
   

  
	
   

  
	
  Agreed to this 26th day of February 2009

  



 


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