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:
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Name of Employee:
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[
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]
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Date of Birth:
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[
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]
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AES Directory Name:
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[
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]
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Grant Date:
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[May 4, 2005]
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Number of RSUs Granted:
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[59, 079]
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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
anniv
