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:
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Name of Employee:
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Date of Birth:
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AES Directory Name:
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Grant Date:
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Total Number of Shares subject to
Option:
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Option Price per Share:
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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
outstan
