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 at
