{"id":40537,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-plan-aes-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-plan-aes-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-plan-aes-corp.html","title":{"rendered":"Severance Plan – AES Corp."},"content":{"rendered":"

THE AES CORPORATION <\/strong><\/p>\n

SEVERANCE PLAN <\/strong><\/p>\n

(As Amended and Restated December 31, 2010) <\/strong>\n<\/p>\n

\n

ARTICLE I<\/u><\/strong><\/p>\n

GENERAL PROVISIONS<\/u><\/strong><\/p>\n

1.1 Establishment and Purpose<\/u>.<\/p>\n

The purpose of the AES Corporation Severance Plan, as amended (the “Plan”) is
\nto provide eligible employees who are involuntarily terminated from employment
\nin certain limited circumstances with severance and welfare benefits as set
\nforth in this Plan. Benefits payable under this Plan are not, and should not be
\nconstrued as vested benefits, and are generally intended for employees who are
\ninvoluntarily terminated without cause. This Plan constitutes a welfare plan
\nunder ERISA and will be interpreted in accordance with the terms of ERISA. This
\nPlan supersedes any prior severance plans, policies, guidelines, arrangements,
\nagreements, letters and\/or other communication, whether formal or informal,
\nwritten or oral sponsored by the Employer and\/or entered into by any
\nrepresentative of the Employer. The Plan was originally established June 1,
\n2006,<\/p>\n

1.2 Definitions<\/u>.<\/p>\n

Except as may otherwise be specified or as the context may otherwise require,
\nfor purposes of the Plan, the following terms shall have the respective meaning
\nascribed thereto.<\/p>\n

“Administrator<\/u>” means the Health and Welfare Benefits Plan LLC or such
\nother committee or persons designated by it to assume the duties of the
\nAdministrator.<\/p>\n

“Affiliated Employer<\/u>” mean any corporation which is a member of a
\ncontrolled group of corporations (as defined in Section 414(b) of the Code)
\nwhich includes the Company; any trade or business (whether or not incorporated)
\nwhich is under common control (as defined in Section 414(c) of the Code) with
\nthe Company; any organization (whether or not incorporated) which is a member of
\nan affiliated service group (as defined in Section 414(m) of the Code) which
\nincludes the Company; and any other entity required to be aggregated with the
\nCompany pursuant to regulations under Section 414(o) of the Code.<\/p>\n

“Annual Compensation<\/u>” means (i) an Eligible Employee’s annualized base
\nsalary as in effect as of the Eligible Employee’s Termination Date or (ii) in
\nthe event that an Eligible Employee is an hourly employee, the person’s
\ncumulative base earnings (excluding bonuses) for the previous completed calendar
\nyear prior to the Eligible Employee’s Terminate Date. Unless otherwise provided
\non a Benefits Schedule, Annual Compensation shall: (i) include pre-tax employee
\ncontributions under any qualified defined contribution retirement plan, salary
\ndeferrals under any unfunded nonqualified deferred compensation plan, and
\namounts deferred (to include employee premiums) under a flexible spending
\naccount established pursuant to section 125 of the Code; and (ii) exclude any
\namounts contributed by the Employer to any plan established pursuant to section
\n125 of the Code, overtime pay, bonuses, shift differential, annual incentive
\npayments, long-term incentive awards (including but not limited to stock
\noptions, restricted stock and performance unit awards), and any other form of
\nsupplemental compensation.<\/p>\n

-1-<\/p>\n

\n

“Benefit Schedule<\/u>” means any schedule attached to the Plan which sets
\nforth the benefits of specified groups of Eligible Employees, as approved by the
\nCompany and updated by the Administrator from time to time.<\/p>\n

“Board<\/u>” means the Board of Directors of the Company.<\/p>\n

“Bonus<\/u>” means an Eligible Employee’s annual target bonus compensation
\nas established by the Employer and in effect on the Eligible Employee’s
\nTermination Date.<\/p>\n

“Cause<\/u>” means Separation from Service by action of the Employer, or
\nresignation in lieu of such Separation from Service, on account of the Eligible
\nEmployee’s dishonesty; insubordination; continued and repeated failure to
\nperform the Eligible Employee’s assigned duties or willful misconduct in the
\nperformance of such duties; intentionally engaging in unsatisfactory job
\nperformance; failing to make a good faith effort to bring unsatisfactory job
\nperformance to an acceptable level; violation of the Employer’s policies,
\nprocedures, work rules or recognized standards of behavior; misconduct related
\nto the Eligible Employee’s employment; or a charge, indictment or conviction of,
\nor a plea of guilty or nolo contendere<\/em> to, a felony, whether or not in
\nconnection with the performance by the Eligible Employee of his or her duties or
\nobligations to the Employer.<\/p>\n

“Change in Control<\/u>” means the occurrence of one or more of the
\nfollowing events: (i) any sale, lease, exchange or other transfer (in one
\ntransaction or a series of related transactions) of all, or substantially all,
\nof the assets of the Company to any Person or group (as that term is used in
\nSection 13(d) (3) of the Securities Exchange Act of 1934) of Persons, (ii) a
\nPerson or group (as so defined) of Persons (other than management of the Company
\non the date of the adoption of this Plan or their Affiliates) shall have become
\nthe beneficial owner of more than 35% of the outstanding voting stock of the
\nCompany, or (iii) during any one-year period, individuals who at the beginning
\nof such period constitute the Board of Directors (together with any new director
\nwhose election or nomination was approved by a majority of the directors then in
\noffice who were either directors at the beginning of such period or who were
\npreviously so approved, but excluding under all circumstances any such new
\ndirector whose initial assumption of office occurs as a result of an actual or
\nthreatened election contest or other actual or threatened solicitation of
\nproxies or consents by or on behalf of any individual, corporation, partnership
\nor other entity or group) cease to constitute a majority of the Board of
\nDirectors. For purposes of this definition, “Affiliate” means: (i) any
\nSubsidiary of the Company; (ii) any entity or Person or group of Persons that,
\ndirectly or through one or more intermediaries, is controlled by the Company;
\nand (iii) any entity or Person or group of Persons in which the Company has a
\nsignificant equity interest, as determined by the Company.<\/p>\n

“COBRA Coverage<\/u>” means medical, dental and vision coverage which is
\nrequired to be offered to terminated employees under section 4980B of the Code
\nand section 606 of ERISA; provided, however, that no provision of this Plan
\nshall be construed to require the Employer to contribute on behalf of an
\nEligible Employee towards continuation coverage for a health spending account.\n<\/p>\n

“Code<\/u>” means the Internal Revenue Code of 1986, as amended.<\/p>\n

-2-<\/p>\n

\n

“Company<\/u>” (or “AES”) means The AES Corporation, a Delaware
\ncorporation.<\/p>\n

“Disability Termination<\/u>” means a Separation from Service: (a) on
\naccount of the Eligible Employee’s failure to return to full-time employment
\nfollowing exhaustion of short-term disability benefits provided by the Employer;
\n(b) following the date the Eligible Employee is determined to be eligible for:
\n(i) long-term disability benefits under any long-term disability insurance
\npolicy or plan maintained by the Employer; or (ii) disability pension or
\nretirement benefits under any qualified retirement plan maintained by the
\nEmployer; or (c) due to a physical or mental condition that substantially
\nrestricts the Eligible Employee’s ability to perform his or her usual duties, as
\ndetermined by the Employer.<\/p>\n

“Eligible Employee<\/u>” means any Employee of the Employer who: (i) is not
\nan Ineligible Employee (within the meaning of Section 2.2); and (ii) who has
\ncompleted one Year-of-Service as a full-time Employee.<\/p>\n

“Employee<\/u>” means any person who is listed as an employee on the
\npayroll records of the Employer as a full-time employee. Any person hired by the
\nEmployer as a consultant or independent contractor and any other individual whom
\nthe Employer does not treat as its employee for federal income tax purposes
\nshall not be an Employee for purposes of this Plan, even if it is subsequently
\ndetermined by a Court or administrative agency that such individual should be,
\nor should have been, properly classified as a common law employee of the
\nEmployer.<\/p>\n

“Employer<\/u>” means the Company and any Affiliated Employer that
\nparticipates in the Plan with the consent of the Company. The Administrator
\nshall maintain a list of participating Employers.<\/p>\n

“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974, as
\namended.<\/p>\n

“Ineligible Termination<\/u>” means an Eligible Employee’s Separation from
\nService on account of:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Eligible Employee’s voluntary resignation, including but not limited to
\nthe Eligible Employee’s unilateral Separation from Service at any time prior to
\nthe Termination Date established by the Employer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Any Separation from Service that the Employer determines (either before or
\nafter the Separation from Service and whether or not any notice is given to the
\nemployee) the payment of benefits under the Plan in connection with such
\nSeparation from Service would be inconsistent with the intent and purpose of the
\nPlan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

A Separation from Service in connection with an Eligible Employee’s failure
\nto return to work immediately following the conclusion of an approved
\nleave-of-absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-3-<\/p>\n

\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

A Separation from Service for, or on account of, Cause;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

A Disability Termination;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Eligible Employee’s death;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Eligible Employee declines to accept a New Job Position offered by the
\nEmployer that is located within 50 miles of the Eligible Employee’s then
\nassigned work site of the Employer;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Sale of Business Rule set forth in Section 2.4 herein; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The voluntary transfer of employment from Eligible Employee’s Employer to
\nanother AES related entity, irrespective whether the Eligible Employee is
\nrequired to relocate or whether the AES related entity qualifies as an
\nAffiliated Employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Involuntary Termination<\/u>” means an Eligible Employee’s involuntary
\nSeparation from Service that is (i) not an Ineligible Termination and (ii) by
\naction of the Employer on account of:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Permanent Layoff;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Reduction-in-force;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Permanent job elimination;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The restructuring or reorganization of a business unit, division, department
\nor other segment;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Termination by Mutual Consent; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Eligible Employee declines to accept a New Job Position offered by the
\nEmployer that requires the Eligible Employee to relocate to a work site location
\nthat is located greater than<\/u> 50 miles from the Employee’s then assigned
\nwork site of the Employer; provided, however, that except as provided in Section
\n2.4 or in connection with a Separation from Service following a Change in
\nControl, an Eligible Employee who functions at or above a Group Manager position
\n(or its equivalent) shall not incur an Involuntary Termination if such Eligible
\nEmployee declines a New Job Position (regardless of its location) at a time when
\nthe Eligible Employee’s existing job position is being eliminated.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Layoff<\/u>” means a special program of workforce reduction approved in
\nadvance in writing by the Employer and that is designated as a “Layoff” for
\npurposes of this Plan. Notwithstanding the foregoing, a Layoff must result in a
\npermanent elimination of a job resulting from an internal reorganization of the
\nEmployer.<\/p>\n

-4-<\/p>\n

\n

“New Job Position<\/u>” means: (i) with respect to an Eligible Employee who
\nhas demonstrated inadequate or unsatisfactory performance, as determined by the
\nEmployer, any job position offered by the Employer; or (ii) with respect to all
\nother Eligible Employees, a full-time job position offered by the Employer that
\ndoes not result in a reduction of the Employee’s Annual Compensation.<\/p>\n

“Participant<\/u>” has the meaning set forth in Section 2.1.<\/p>\n

“Person<\/u>” means any individual, corporation, joint venture,
\nassociation, joint stock company, trust, unincorporated organization or
\ngovernment or any agency or political subdivision thereof.<\/p>\n

“Section 409A<\/u>” shall mean Section 409A of the Code, the regulations
\nand other binding guidance promulgated thereunder.<\/p>\n

“Separation From Service<\/u>” shall mean an Eligible Employee’s
\ntermination of employment with the Company and all of its controlled group
\nmembers within the meaning of Section 409A of the Code. For purposes hereof, the
\ndetermination of controlled group members shall be made pursuant to the
\nprovisions of Section 414(b) and 414(c) of the Code; provided that the language
\n“at least 50 percent” shall be used instead of “at least 80 percent” in each
\nplace it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. \u00a7
\n1.414(c)-2; provided, further, where legitimate business reasons exist (within
\nthe meaning of Treas. Reg. \u00a7 1.409A-1(h)(3)), the language “at least 20 percent”
\nshall be used instead of “at least 80 percent” in each place it appears. Whether
\nan Employee has a Separation from Service will be determined based on all of the
\nfacts and circumstances and in accordance with the guidance issued under Section
\n409A.<\/p>\n

“Specified Employee<\/u>” means a key employee (as defined in Section
\n416(i) of the Code without regard to paragraph (5) thereof) of the Company as
\ndetermined in accordance with the regulations issued under Code Section 409A and
\nthe procedures established by the Company.<\/p>\n

“Subsidiary<\/u>” means any entity in which the Company owns or otherwise
\ncontrols, directly or indirectly, stock or other ownership interests having the
\nvoting power to elect a majority of the board of directors, or other governing
\ngroup having functions similar to a board of directors, as determined by the
\nCompany.<\/p>\n

“Termination by Mutual Consent<\/u>” means an involuntary Separation from
\nService pursuant to which the Company agrees, in its sole discretion, that
\nbenefits are payable under this Plan.<\/p>\n

“Termination Date<\/u>” means the date of the Eligible Employee’s
\nSeparation of Service (or scheduled date of Separation from Service, as
\napplicable).<\/p>\n

“Week’s Compensation<\/u>” means one fifty-second ( 1<\/sup>\/52) of an
\nEligible Employee’s Annual Compensation.<\/p>\n

-5-<\/p>\n

\n

“Year-of-Service<\/u>” means each twelve-month period measured from the
\nEligible Employee’s first day of employment with an Employer, as reduced to
\nreflect breaks in service and\/or services performed during such period the
\nEligible Employee was otherwise ineligible to participate in the Plan, as
\ndetermined under the rules promulgated by the Administrator. Service with a
\npredecessor employer (that was not an Affiliated Employer) shall be recognized
\nto the extent such service is recognized under The AES Corporation Retirement
\nSavings Plan. Service shall also include services performed prior to the
\neffective date of the Plan. In the event an Eligible Employee’s Separation from
\nService and the Eligible Employee is subsequently reemployed by the Employer,
\nthe Eligible Employee’s service for calculation of any severance benefits under
\nArticle IV of the Plan shall be based on only upon the Eligible Employee’s
\nservice credited since the most recent date of employment with the Employer.\n<\/p>\n

ARTICLE II PARTICIPATION<\/u><\/strong><\/p>\n

2.1 Eligibility<\/u>.<\/p>\n

Except as otherwise provided in this Article II or a Benefit Schedule, an
\nEligible Employee shall, upon execution of the Release in the form specified in
\nArticle III of this Plan in the time and manner prescribed by the Administrator,
\nbe eligible for the severance benefits provided under Article IV of this Plan if
\nthe Eligible Employee’s Separation from Service is by reason of an Involuntary
\nTermination. An Eligible Employee who fails to execute the Release in the time
\nand manner prescribed by the Administrator or who subsequently revokes execution
\nof the Release in accordance with its terms shall not be entitled to receive
\nbenefits under this Plan. An Eligible Employee who satisfies all of the terms
\nand conditions specified in this Plan and who becomes entitled to receive
\nbenefits hereunder shall be referred to herein as a “Participant.”<\/p>\n

2.2 Ineligible Employees<\/u>. Notwithstanding any provision of this Plan
\nto the contrary, the following Employees (“Ineligible Employees”) are not
\neligible to participate in the Plan:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Any Employee who has been hired to work on a part-time, seasonal or temporary
\nbasis or who is classified as a part-time, seasonal or temporary Employee, or a
\nstudent intern on the Employer’s records;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Any Employee who has been hired by the Employer to work in a job share
\nposition (provided that such Employee is not otherwise employed on a full-time
\nbasis);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

An Employee who is member of a collective bargaining unit to which this Plan
\nhas not been specifically extended by a collective bargaining agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

An Employee entitled to a severance type payment pursuant to any other plan,
\npolicy, arrangement, agreement, letter or other communication sponsored by, or
\nentered into with, or maintained by the Employer, including but not limited to
\nan employment agreement;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-6-<\/p>\n

\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Leased employees, including those within the meaning of section 414(n) of the
\nCode;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Nonresident aliens (other than those nonresident aliens to whom the Employer
\nhas extended participation in the Plan with the written consent of the Company);\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Any individual who has agreed in writing that he or she waives his or her
\neligibility to receive benefits under the Plan; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Any Employee who has an enforceable right to resume employment or to be
\nrecalled to employment with the Employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.3 Transfer of Employment<\/u>.<\/p>\n

If an Eligible Employee transfers to a location of AES to which this Plan has
\nnot been extended, such Employee shall cease to be eligible to participate in
\nthis Plan unless the Eligible Employee’s prior Employer has agreed in writing to
\ncontinue to extend participation in the Plan to the Employee with the consent of
\nthe Company.<\/p>\n

2.4 Sale of Business Rule<\/u>.<\/p>\n

An Eligible Employee shall not be eligible to benefits under the Plan if the
\nEligible Employee’s Separation from Service is in connection with the sale of
\nthe stock or other ownership interests of the Employer or other related entity,
\nor the sale, lease, or other transfer of the assets, products, services or
\noperations of the Employer or other related entity to another organization if
\neither of the following occurs:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Eligible Employee is employed by the new organization immediately
\nfollowing the sale, transfer or lease or is so employed within a time period
\nspecified in an agreement between the Employer and the new organizations; or\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Employer terminates the employment of an Eligible Employee who did not
\naccept an offer of employment from the new organization when the new
\norganization offered a compensation and benefits package that was, in the
\naggregate, generally comparable to the compensation and benefits provided by the
\nEmployer; provided that such Eligible Employee was not required to relocate to a
\nwork site location that is located greater than 50 miles from the Employee’s
\nthen assigned work site of the Employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing, this section 2.4 shall not apply if an
\nEligible Employee’s Separation from Service occurs in connection with a Change
\nof Control and, as such, any such Separation from Service will not be an
\nIneligible Termination solely on the basis of the Sale of Business Rule.<\/p>\n

-7-<\/p>\n

\n

ARTICLE III<\/u><\/strong><\/p>\n

RELEASES<\/u><\/strong><\/p>\n

3.1 Release<\/u>.<\/p>\n

Notwithstanding anything in this Plan to the contrary, no benefits of any
\nsort or nature (other than as provided in section 3.3) shall be due or paid
\nunder this Plan to any Eligible Employee unless the Eligible Employee executes a
\nwritten release and covenant not to sue, in form and substance satisfactory to
\nthe Employer, in its sole discretion, within the time stated in the release;
\nprovided, however, that in all cases such release must become final, binding and
\nirrevocable within sixty (60) days following the Eligible Employee’s Termination
\nDate. The written release shall waive any and all claims against the Employer
\nand all related parties including, but not limited to, claims arising out of the
\nEligible Employee’s employment by the Employer, the Eligible Employee’s
\nSeparation from Service and claims relating to the benefits paid under this
\nPlan. At the sole discretion of the Employer, the release shall also include
\nsuch noncompetition, nonsolicitation and nondisclosure provisions as the
\nEmployer considers necessary or appropriate.<\/p>\n

3.2 Revocation<\/u>.<\/p>\n

The release described in Section 3.1 must be executed and binding on the
\nEligible Employee within the timeframe specified by the Company before benefits
\nare due or paid. An Eligible Employee who revokes execution of the release in
\naccordance with the terms of the release shall not be entitled to receive
\nbenefits under the Plan.<\/p>\n

3.3 Outplacement Services<\/u>.<\/p>\n

Notwithstanding the foregoing provisions of this Article III, the
\nOutplacement Services set forth under Section 4.3 herein may or may not be
\nprovided, at the discretion of the Employer, to an Eligible Employee prior to
\nthe execution of a release under this Plan.<\/p>\n

ARTICLE IV<\/u><\/strong><\/p>\n

SEVERANCE BENEFITS<\/u><\/strong><\/p>\n

4.1 Separation Payment<\/u>.<\/p>\n

4.1.1 A Participant shall be entitled to receive a separation payment as set
\nforth on the applicable Benefit Schedule. The separation payment will be paid at
\nleast monthly in substantially equal installments as salary continuation in
\naccordance with the Employer’s established payroll policies and practices over
\nthe same time period upon which the separation payment is based.<\/p>\n

4.1.2 The separation payments will commence on the Employer’s next normal pay
\ndate occurring after the date the Eligible Employee’s release becomes final,
\nbinding and irrevocable.<\/p>\n

-8-<\/p>\n

\n

4.1.3 For purposes of Section 409A: (i) the right to salary continuation
\ninstallment payments shall be treated as the right to a series of separate
\npayments; and (ii) a payment shall be treated as made on the scheduled payment
\ndate if such payment is made at such date or a later date in the same calendar
\nyear or, if later, by the 15th day of the third calendar month following the
\nscheduled payment date. A Participant shall have no right to designate the date
\nof any payment under the Plan. For purposes of the Plan, each salary
\ncontinuation installment payment is intended to be excepted from Section 409A to
\nthe maximum extent provided under Section 409A as follows: (i) each salary
\ncontinuation installment payment that is scheduled to be made on or before March
\n15th of the calendar year following the calendar year containing the Termination
\nDate is intended to be excepted under the short-term deferral exception as
\nspecified in Treas. Reg. \u00a7 1.409A-1(b)(4); and (ii) each salary continuation
\ninstallment payment that is not otherwise excepted under the short-term deferral
\nexception is intended to be excepted under the involuntary pay exception as
\nspecified in Treas. Reg. \u00a7 1.409A-1(b)(9)(iii).<\/p>\n

4.2 Continuation of Certain Welfare Benefits<\/u>.<\/p>\n

4.2.1 Medical\/Dental\/Vision<\/u>. For the period set forth below in Section
\n4.2.3 and beginning in the calendar month following the calendar month in which
\nthe Termination Date occurs, the Participant shall be eligible to participate in
\nthe Employer’s medical, dental and vision employee welfare benefit plans
\napplicable to the Participant on his Termination Date. To receive such benefits,
\nthe Participant must properly enroll in COBRA coverage, and must also pay such
\npremiums and other costs for such coverage as generally applicable to the
\nEmployer’s active employees. The Employer will continue to pay its share of the
\napplicable premiums under the medical, dental and vision plans for the same
\nlevel and type of coverage in which the Participant is enrolled as of the
\nTermination Date.<\/p>\n

If a Participant has elected the “no benefit coverage” option under the
\nmedical, dental or vision plans as of his actual Termination Date, the
\nParticipant shall not be entitled to continuation coverage or cash in lieu
\nthereof. Following expiration of coverage under this Section 4.2.1, a
\nParticipant may, to the extent eligible, continue to participate in such plans
\nfor the remainder of the COBRA continuation period, if any.<\/p>\n

4.2.2 Concurrent COBRA Period<\/u>. The continuation period for medical,
\ndental and vision coverage under this Plan shall be deemed to run concurrent
\nwith the continuation period federally mandated by COBRA (generally 18 months),
\nor any other legally mandated and applicable federal, state, or local coverage
\nperiod for benefits provided to terminated employees under the health care plan.
\nThe continuation period will be deemed to commence on the first day of the
\ncalendar month following the month in which the Termination Date falls.
\nNotwithstanding the foregoing, COBRA Coverage will only be available if the
\nParticipant is eligible for and timely elects COBRA Coverage, and timely remits
\npayment of the premiums for COBRA Coverage.<\/p>\n

4.2.3 Length of Benefits<\/u>. Benefits under this Section 4.2 shall be for
\nthe same time period upon which the separation payment was based; provided,
\nhowever that in no event will the time period exceed 18 months. Post-termination
\nmedical benefits are intended to be excepted from Section 409A under the medical
\nbenefits exceptions as specified in Treas. Reg. \u00a7 1.409A-1(b)(9)(v)(B).<\/p>\n

-9-<\/p>\n

\n

4.3 Outplacement Services<\/u>.<\/p>\n

As set forth on the applicable Benefit Schedule, a Participant shall be
\neligible for such outplacement services typically provided to employees of the
\nsame job classification or level. Outplacement services may be provided by an
\nindependent agency or by the Employer. Notwithstanding the foregoing, the
\navailability, duration, and appropriateness of outplacement services shall be
\ndetermined by the Administrator in its sole discretion; provided, however, that
\noutplacement expenses must be reasonable, must be actually incurred by the
\nParticipant and may not extend beyond the December 31 of the second calendar
\nyear following the calendar year in which the Termination Date occurred (or such
\nshorter period as specified by the Employer). Any such reimbursement shall be as
\nsoon as administratively feasible, but in no event later than December 31st of
\nthe third calendar year following the calendar year in which the Termination
\nDate occurred. Post-termination outplacement benefits are intended to be
\nexcepted from Section 409A under the separation payment benefits exceptions as
\nspecified in Treas. Reg. \u00a7 1.409A-1(b)(9)(v)(A).<\/p>\n

4.4 Bonus Compensation<\/u>.<\/p>\n

As set forth on the applicable Benefits Schedule and subject to any deferral
\nelection that the Participant has made with respect to such amounts, a
\nParticipant will be eligible for (i) a prorated Bonus; and (ii) any accrued but
\nunpaid bonus compensation for completed performance periods. The prorated Bonus
\nspecified in Section 4.4(i) will be prorated based on the amount of time the
\nParticipant was actively at work on a full-time basis in the calendar year in
\nwhich the Participant’s Termination Date falls, and will be paid within the
\napplicable 2 1<\/sup>\/2 month period specified in Treas. Reg. \u00a7
\n1.409A-1(b)(4). The bonus compensation specified in Section 4.4(ii) shall be
\npaid no later than the time that such amounts are paid to similarly situated
\nemployees in accordance with the applicable plan terms. Notwithstanding the
\nforegoing, with respect to bonuses paid in accordance with the terms of The AES
\nCorporation Performance Incentive Plan (or any successor plan, the “Performance
\nIncentive Plan”), any such bonus compensation shall be paid only to the extent
\nearned in accordance with the terms of the Performance Incentive Plan and on the
\npayment date specified therein.<\/p>\n

4.5 Enhanced Benefits<\/u>.<\/p>\n

To the extent provided under the Benefits Schedule, in the event the
\nParticipant was Involuntarily Terminated within two years following a Change in
\nControl, or in the event the Participant was Involuntarily Terminated under
\ncircumstances that constitute a Layoff, the separation payment under Section 4.1
\nwill be multiplied by 2.0. In addition, the length of time for which benefits
\nunder Section 4.2 will be provided will also be multiplied by 2.0; provided,
\nhowever, that this time period will never exceed 18 months as set forth in
\nsection 4.2.3.<\/p>\n

4.6 Delay in Payment<\/u>.<\/p>\n

Notwithstanding any provision of this Plan to the contrary, to the extent
\nthat a payment hereunder is subject to Section 409A (and not excepted
\ntherefrom), such payment shall be delayed for a period of six months after the
\nTermination Date (or, if earlier, the death of the Participant) for any
\nParticipant that is a Specified Employee. Any payment that would otherwise have
\nbeen due or owing during such six-month period will be paid on the first
\nbusiness day of the seventh month following the date of Termination Date.<\/p>\n

-10-<\/p>\n

\n

ARTICLE V <\/u><\/strong><\/p>\n

PLAN ADMINISTRATION <\/u><\/strong><\/p>\n

5.1 Operation of the Plan<\/u>.<\/p>\n

The Administrator shall be the named fiduciary responsible for carrying out
\nthe provisions of the Plan. The Administrator may delegate any and all of its
\npowers and responsibilities hereunder or appoint agents to carry out such
\nresponsibilities, and any such delegation or appointment may be rescinded at any
\ntime. The Administrator shall establish the terms and conditions under which any
\nsuch agents serve. The Administrator shall have the full and absolute authority
\nto employ and rely on such legal counsel, actuaries and accountants (which may
\nalso be those of the Employer) as it may deem advisable to assist in the
\nadministration of the Plan.<\/p>\n

5.2 Administration of the Plan<\/u>.<\/p>\n

To the extent that the Administrator in its sole discretion deems necessary
\nor desirable, the Administrator may establish rules for the administration of
\nthe Plan, prescribe appropriate forms, and adopt procedures for handling claims
\nand the denial of claims. The Administrator shall have the exclusive authority
\nand discretion to interpret, construe, and administer the provisions of the Plan
\nand to decide all questions concerning the Plan and its administration. Without
\nlimiting the foregoing, the Administrator shall have the authority to determine
\nthe level of an Employee, to determine eligibility for and the amount of any
\nbenefits due in accordance with the attached Benefit Schedule, to make factual
\ndeterminations, to correct deficiencies, and to supply omissions, including
\nresolving any ambiguity or uncertainty arising under or existing in the terms
\nand provisions of the Plan or any Benefits Schedule. Any and all such
\ndeterminations of the Administrator shall be final, conclusive, and binding on
\nthe Employer, the Employee and any and all interested parties.<\/p>\n

5.3 Funding<\/u>.<\/p>\n

The Plan shall be unfunded and all payments hereunder and expenses incurred
\nin connection with this Plan shall be from the general assets of the Employer.
\nBenefits will be paid directly by the Employer employing the Participant, and no
\nother Employer or Affiliated Employer will be responsible for any benefits
\nhereunder.<\/p>\n

5.4 Code section 409A<\/u>.<\/p>\n

Notwithstanding any provision of the Plan to the contrary, if any benefit
\nprovided under this Plan is subject to the provisions of Section 409A of the
\nCode and the regulations issued thereunder, the provisions of the Plan will be
\nadministered, interpreted and construed in a manner necessary to comply with
\nSection 409A or an exception thereto (or disregarded to the extent such
\nprovision cannot be so administered, interpreted, or construed). With respect to
\npayments subject to Section 409A of the Code: (i) it is intended that
\ndistribution events<\/p>\n

-11-<\/p>\n

\n

authorized under the Plan qualify as permissible distribution events for
\npurposes of Section 409A of the Code; and (ii) the Company and each Employer
\nreserve the right to accelerate and\/or defer any payment to the extent permitted
\nand consistent with Section 409A. Notwithstanding any provision of the Plan to
\nthe contrary, in no event shall the Administrator, the Company, an Affiliated
\nEmployer or Subsidiary (or their employees, officers, directors or affiliates)
\nhave any liability to any Participant (or any other person) due to the failure
\nof the Plan to satisfy the requirements of Section 409A or any other applicable
\nlaw.<\/p>\n

ARTICLE VI <\/u><\/strong><\/p>\n

CLAIMS <\/u><\/strong><\/p>\n

6.1 General<\/u>.<\/p>\n

If an Employee believes that he or she is eligible for benefits under the
\nPlan and has not been so notified, an Employee should submit a written request
\nfor benefits to the Administrator. Any claim for benefits must be made within
\nsix months<\/u> of an Employee’s Termination Date, or the Employee will be
\nforever barred from pursuing a claim. For purposes of this Article VI, an
\nEmployee making a claim for benefits under the Plan shall be referred to as a
\n“claimant”. The claimant shall file the claim with and in the manner prescribed
\nby the Administrator. The Administrator shall make the initial determination
\nconcerning rights to and amount of benefits payable under this Plan.<\/p>\n

6.2 Claim Evaluation<\/u>.<\/p>\n

A properly filed claim will be evaluated and the claimant will be notified of
\nthe approval or the denial of the claim within ninety (90) days after the
\nreceipt of the claim, unless special circumstances require an extension of time
\nfor processing. Written notice of the extension will be furnished to the
\nclaimant prior to the expiration of the initial ninety-day (90-day) period, and
\nwill specify the special circumstances requiring an extension and the date by
\nwhich a decision will be reached (provided the claim evaluation will be
\ncompleted within one hundred and twenty (180) days after the date the claim was
\nfiled).<\/p>\n

6.3 Notice of Disposition<\/u>.<\/p>\n

A claimant will be given a written notice in which the claimant will be
\nadvised as to whether the claim is granted or denied, in whole or in part. If a
\nclaim is denied, in whole or in part the notice will contain: (i) the specific
\nreasons for the denial; (ii) references to pertinent Plan provisions upon which
\nthe denial is based; (iii) a description of any additional material or
\ninformation necessary to perfect the claim and an explanation of why such
\nmaterial or information is necessary; and (iv) the claimant’s rights to seek
\nreview of the denial.<\/p>\n

6.4 Appeals<\/u>.<\/p>\n

If a claim is denied, in whole or in part, the claimant, or his duly
\nauthorized representative, has the right to (i) request that the Administrator
\nreview the denial, (ii) review pertinent documents, and (iii) submit issues and
\ncomments in writing, provided that the claimant files a written appeal with the
\nAdministrator within sixty (60) days after the date the claimant<\/p>\n

-12-<\/p>\n

\n

received written notice of the denial. Within sixty (60) days after an appeal
\nis received, the review will be made and the claimant will be advised in writing
\nof the decision, unless special circumstances require an extension of time for
\nreviewing the appeal, in which case the claimant will be given written notice
\nwithin the initial sixty-day (60-day) period specifying the reasons for the
\nextension and when the review will be completed (provided the review will be
\ncompleted within one hundred and twenty (120) days after the date the appeal was
\nfiled). The decision on appeal will be forwarded to the claimant in writing and
\nwill include specific reasons for the decision and references to the Plan
\nprovisions upon which the decision is based. A decision on appeal will be final
\nand binding on all persons for all purposes. If a claimant’s claim for benefits
\nis denied in whole or in part, the claimant may file suit in a state or federal
\ncourt.<\/p>\n

Notwithstanding the aforementioned, before the claimant may file
\nsuit in a state or federal court, the claimant must<\/u> exhaust the Plan’s
\nadministrative claims procedure set forth in this Article VI. If any such state
\nor federal judicial or administrative proceeding is undertaken, the evidence
\npresented will be strictly limited to the evidence timely presented to the
\nAdministrator. In addition, any such state or federal judicial or administrative
\nproceeding must be filed within six (6) months after the Administrator’s final
\ndecision. Any such state or federal judicial or administrative proceeding
\nrelating to this Plan shall only be brought in the Circuit Court for Arlington
\nCounty, Virginia or in the United States District Court for the Eastern District
\nof Virginia, Alexandria Division. If any such action or proceeding is brought in
\nany other location, then the filing party expressly consents to the transfer of
\nsuch action to the Circuit Court for Arlington County, Virginia or the United
\nStates District Court for the Eastern District of Virginia, Alexandria Division.
\nNothing in this clause shall be deemed to prevent any party from removing an
\naction or proceeding to enforce or interpret this Plan from the Circuit Court
\nfor Arlington County, Virginia to the United States District Court for the
\nEastern District of Virginia, Alexandria Division. <\/em><\/strong><\/p>\n

ARTICLE VII <\/u><\/strong><\/p>\n

PLAN AMENDMENTS <\/u><\/strong><\/p>\n

7.1 Amendment Authority<\/u>.<\/p>\n

The Board may, at any time and in its sole discretion, amend, modify or
\nterminate the Plan, including any Benefit Schedule, as the Board, in its
\njudgment shall deem necessary or advisable. The Board may delegate its amendment
\nauthority to the Administrator or such other persons as the Board considers
\nappropriate. Notwithstanding the foregoing or any provision of the Plan to the
\ncontrary, the Board (or its designee) may at any time (in its sole discretion
\nand without the consent of any Participant) modify, amend or terminate any or
\nall of the provisions of this Plan or take any other action, to the extent
\nnecessary or advisable to conform the provisions of the Plan with Section 409A
\nof the Code, the regulations issued thereunder or an exception thereto,
\nregardless of whether such modification, amendment or termination of this Plan
\nor other action shall adversely affect the rights of an Eligible Employee or
\nParticipant under the Plan. Termination of this Plan shall not be a distribution
\nevent under the Plan unless otherwise permitted under Section 409A.<\/p>\n

-13-<\/p>\n

\n

ARTICLE VIII <\/u><\/strong><\/p>\n

MISCELLANEOUS <\/u><\/strong><\/p>\n

8.1 Summary Plan Description<\/u>.<\/p>\n

To the extent the summary plan description or any other writing communication
\nto an Employee conflicts with this Plan, the Plan document shall control.<\/p>\n

8.2 Impact on Other Benefits<\/u>.<\/p>\n

Except as otherwise provided herein, any amounts paid to a Participant under
\nthis Plan shall have no effect on the Participant’s rights or benefits under any
\nother employee benefit plan sponsored by the Employer; provided, however, that
\nin no event shall any Participant be entitled to any payment or benefit under
\nthe Plan which duplicates a payment or benefit received or receivable by the
\nParticipant under any severance plan, policy, guideline, arrangement, agreement,
\nletter and\/or other communication, whether formal or informal, written or oral
\nsponsored by the Employer or an affiliate thereof and\/or entered into by any
\nrepresentative of the Employer and\/or any affiliate thereof. Further, any such
\namounts shall not be used to determine eligibility for or the amount of any
\nbenefit under any employee benefit plan, policy, or arrangement sponsored by the
\nEmployer or any affiliate thereof.<\/p>\n

8.3 Tax Withholding<\/u>.<\/p>\n

The Employer shall have the right to withhold from any benefits payable under
\nthe Plan or any other wages payable to a Participant an amount sufficient to
\nsatisfy federal, state and local tax withholding requirements, if any, arising
\nfrom or in connection with the Participant’s receipt of benefits under the Plan.\n<\/p>\n

8.4 No Employment or Service Rights<\/u>.<\/p>\n

Nothing contained in the Plan shall confer upon any Employee any right with
\nrespect to continued employment with the Employer, nor shall the Plan interfere
\nin any way with the right of the Employer to at any time reassign an Employee to
\na different job, change the compensation of the Employee or terminate the
\nEmployee’s employment for any reason.<\/p>\n

8.5 Nontransferability<\/u>.<\/p>\n

Notwithstanding any other provision of this Plan to the contrary, the
\nbenefits payable under the Plan may not be subject to voluntary or involuntary
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\nattachment or garnishment by creditors of the Participant or such other person,
\nother than pursuant to the laws of descent and distribution, without the consent
\nof the Company.<\/p>\n

-14-<\/p>\n

\n

8.6 Successors<\/u>.<\/p>\n

The Company and its affiliates shall require any successor (whether direct or
\nindirect, by purchase, merger, consolidation or otherwise) to all or
\nsubstantially all of the business or assets of the Company and its affiliates
\n(taken as a whole) expressly to assume and agree to perform under the terms of
\nthe Plan in the same manner and to the same extent that the Company and its
\naffiliates would be required to perform it if no such succession had taken place
\n(provided that such a requirement to perform which arises by operation of law
\nshall be deemed to satisfy the requirements for such an express assumption and
\nagreement), and in such event the Company and its affiliates (as constituted
\nprior to such succession) shall have no further obligation under or with respect
\nto the Plan.<\/p>\n

8.7 Governing Law<\/u>.<\/p>\n

Except as otherwise preempted by the laws of the United States, this Plan
\nshall be governed by and construed in accordance with the laws of the State of
\nDelaware, without giving effect to its conflict of law provisions. If any
\nprovision of this Plan shall be held illegal or invalid for any reason, such
\ndetermination shall not affect the remaining provisions of this Plan.<\/p>\n

This amendment and restatement of The AES Corporation Severance Plan has been
\nduly executed by the undersigned and is effective this 31 day of December 2010.\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

The AES Corporation<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Rita Trehan<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Rita Trehan, Vice President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Human Resources<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-15-<\/p>\n

\n

BENEFITS SCHEDULE <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title\/Grade Classification<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Severance Benefits
\n(Min. 1 Year-of-Service for Eligibility)<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Executive Officers (CEO, CFO, COO excluded because of contracts)<\/p>\n<\/td>\n

<\/td>\n\n

One (1) times (Annual Compensation + Bonus) (Section 4.1)<\/p>\n

Health Benefits (Section 4.2)<\/p>\n

Outplacement Benefits (Section 4.3) Prorated Bonus (Section 4.4)<\/p>\n

Special Enhanced Benefits (Section 4.5)<\/p>\n

Excise Tax Reimbursement (see Appendix A for specific participant
\neligibility)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grades 24 -27<\/p>\n<\/td>\n

<\/td>\n\n

One (1) times (Annual Compensation) (Section 4.1)<\/p>\n

Health Benefits (Section 4.2)<\/p>\n

Outplacement Benefits (Section 4.3) Prorated Bonus (Section 4.4)<\/p>\n

Special Enhanced Benefits (Section 4.5)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grades 19 -23<\/p>\n<\/td>\n

<\/td>\n\n

Three (3) months prorated Annual Compensation plus two (2) Weeks’
\nCompensation for each Year-of-Service up to a maximum of thirty-nine (39) Week’s
\nCompensation (Section 4.1)<\/p>\n

Health Benefits (Section 4.2)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Grades 18 and below<\/p>\n<\/td>\n

<\/td>\n\n

Two (2) months prorated Annual Compensation plus two (2) Weeks’ Compensation
\nfor each Year-of-Service up to a maximum of twenty-six (26) Week’s Compensation
\n(Section 4.1)<\/p>\n

Health Benefits (Section 4.2)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

\n

THE AES CORPORATION SEVERANCE PLAN <\/strong><\/p>\n

List of Participating Employers <\/strong><\/p>\n

[The Administrator is required to maintain a list of Participating
\nEmployers]*<\/p>\n\n\n\n
\n

*(i)<\/p>\n<\/td>\n

\n

Individuals employed by Indianapolis Power & Light Company and its
\nsubsidiaries and (ii) Ineligible Employees shall not be eligible to participate
\nin the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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