The AES Corporation 2003 Long Term Compensation Plan, as Amended and Restated, dated October 11, 2023

THE AES CORPORATION
2003 LONG TERM COMPENSATION PLAN
As Amended and Restated on October 10, 2023
(Original Effective Date: 2/12/03)
1. PURPOSE. The 2003 Long Term Compensation Plan, as amended and restated,
(the “Plan”) has been established by The AES Corporation (the “Company”) to (a) reward
Employees and Directors by means of appropriate incentives for achieving long-range Company
goals; (b) provide incentive compensation opportunities that are competitive with those of other
similar companies, (c) further match Employees’ and Directors’ financial interests with those of
the Company’s other Stockholders through compensation that is based on the Company’s common
stock and thereby enhance the long-term financial interest of the Company and its Affiliates,
including through the growth in the value of the Company’s equity and enhancement of long-term
Stockholder return and (d) facilitate recruitment and retention of outstanding personnel eligible to
participate in the Plan. The Plan as amended and restated is intended to comply with Section
409A.
2. DEFINITIONS. Except as otherwise specified by the Committee in an Agreement,
capitalized terms used in this Plan have the meanings set forth below. Except when otherwise
indicated by the context, reference to the masculine gender shall include, when used, the feminine
gender and any term used in the singular shall also include the plural.
(a) “Affiliate” means (i) any Subsidiary of the Company, (ii) any entity or Person or
group of Persons that, directly or through one or more intermediaries, is controlled
by the Company and (iii) any entity or Person or group of Persons in which the
Company has a significant equity interest, as determined by the Committee,
including any Affiliates which become such after adoption of this Plan.

repeated failure to perform assigned duties or willful misconduct in the
performance of such duties; intentionally engaging in unsatisfactory performance;
failing to make a good faith effort to bring unsatisfactory performance to an
acceptable level; violation of the Company’s policies, procedures, rules or
recognized standards of behavior; misconduct related to Employee’s employment;
or a charge, indictment or conviction of, or a plea of guilty or nolo contendere to, a
felony, whether or not in connection with the performance by the Employee of his
or her duties or obligations to the Company.
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(f) “Change in Control” means the occurrence of one or more of the following events:
(i) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the Company to any

Person or group (as that term is used in Section 13(d) (3) of the Exchange Act) of
Persons, (ii) a Person or group (as so defined) of Persons (other than Management
of the Company on the date of the adoption of this Plan or their Affiliates) shall
have become the beneficial owner of more than 35% of the outstanding voting stock
of the Company,(iii) during any one-year period, individuals who at the beginning
of such period constitute the Board (together with any new Director whose election
or nomination was approved by a majority of the Directors then in office who were
either Directors at the beginning of such period or who were previously so
approved, but excluding under all circumstances any such new Director whose
initial assumption of office occurs as a result of an actual or threatened election
contest or other actual or threatened solicitation of proxies or consents by or on
behalf of any individual, corporation, partnership or other entity or group, including
through the use of proxy access procedures as may be provided in the Company’s
bylaws) cease to constitute a majority of the Board, or (iv) a merger, consolidation,
business combination or similar transaction as provided in the applicable
Agreement. Notwithstanding the foregoing or any provision of this Plan to the
contrary, if an Award is subject to Section 409A (and not excepted therefrom) and
a Change of Control is a distribution event for purposes of an Award, the foregoing
definition of Change in Control shall be interpreted, administered and construed in
manner necessary to ensure that the occurrence of any such event shall result in a
Change of Control only if such event qualifies as a change in the ownership or
effective control of a corporation, or a change in the ownership of a substantial
portion of the assets of a corporation, as applicable, within the meaning of Treas.
Reg. § 1.409A-3(i)(5).
(g) “Code” means the Internal Revenue Code of 1986, as amended and in effect from
time to time, or any successor statute.
(h) “Committee” means the Compensation Committee of the Board, or any successor
committee thereto, and/or such other committee of the Board as is appointed or
designated by the Board to administer the Plan (or any part hereof) or is otherwise
identified in the Company’s corporate governance documents as being responsible
for determining the compensatory arrangements of certain Participants. For awards
subject to Section 162(m) of the Code, the Committee shall be comprised solely of
two or more “outside directors”(as defined under Section 162(m) of the Code and
the regulations promulgated thereunder).
(i) “Covered Person” means an individual who is expected by the Committee to be
both (i) a “covered employee” as defined in Section 162(m) of the Code for the tax
year of the Company with regard to which a deduction in respect of such person’s
Award would be allowed and (ii) the recipient of compensation (other than
“qualified performance based compensation” as defined in Section 162(m)) in
excess of $1,000,000 for such tax year.
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(j) “Director” means a member of the Board of Directors of the Company.
(k) “Disability” means the disability of a Participant (i) such that the Participant is
considered disabled under any long term disability plan of the Company, or (ii) as
otherwise determined by the Committee. If an Award is subject to Section 409A
(and not excepted therefrom) and Disability is a distribution event for purposes of
an Award, then Disability shall have the meaning provided in Treas. Reg. § 1.409A-
3(i)(4)(i).
(l) “Employee” means any full-time or part-time employee (including an Officer or
Director who is also an employee) of the Company or an Affiliate. “Employee”
shall also include any individual or individuals to whom an offer of employment
has been extended. References in this Plan to “employment” and related terms shall
include the provision of services in any such capacity.
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “Fair Market Value” means the closing sale price of the Shares, as reported on
the New York Stock Exchange, or any other reporting system selected by the
Committee on the relevant dates, or, if no sale of Shares is reported for that date,
on the date or dates that the Committee determines, in its sole discretion, to be
appropriate for purposes of the valuation.
(o) “Incentive Stock Option” means an Option granted under Section 6 that meets the
requirements of Section 422 of the Code, or any successor provision thereto.
(p) “Involuntary Termination” means (i) Participant’s involuntary Separation from
Service, excluding termination for Cause, by action of the Company or (ii) the
Employee declines to accept a new job offer that requires the Employee to relocate
to a work location that is greater than 50 miles from the Employee’s then assigned
work location.
(q) “Non-Qualified Stock Option” means an Option granted under Section 6 that is
not an Incentive Stock Option.
(r) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
(s) “Other Stock-Based Award” means any right granted under Section 8.
(t) “Participant” means an Employee or non-employee Director to whom an Award
has been made.
(u) “Performance Award” means an Award to a Participant under Section 9.
(v) “Person” means any individual, corporation, joint venture, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.
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(w) “Plan” means this 2003 Long Term Compensation Plan, as amended and in effect
from time to time.
(x) “Qualified Retirement” means an Employee’s retirement when such Employee is
at least 60 years of age and has provided at least seven years of service as an
Employee of the Company and/or one or more of its Affiliates.
(y) “Restricted Stock” means any Share underlying an Award granted under Section
7.
(z) “Restricted Stock Unit” means a contractual right underlying an Award granted
under Section 7 that is denominated in Shares, which Unit represents a right to
receive the value of a Share (or a percentage of such value, which percentage may
be higher than 100%) upon the terms and conditions set forth in the Plan and the
applicable Agreement.
(aa) “Section 409A” shall mean Section 409A of the Code, the regulations and other
binding guidance promulgated thereunder.
(bb) “Separation from Service” and “Separate from Service” shall mean the
Participant’s death, retirement or other termination of employment with the
Company (including all persons treated as a single employer under Section 414(b)
and 414(c) of the Code) that constitutes a “separation from service”(within the
meaning of Section 409A). For purposes hereof, the determination of controlled
group members shall be made pursuant to the provisions of Section 414(b) and
414(c) of the Code; provided that the language “at least 50 percent” shall be used
instead of “at least 80 percent” in each place it appears in Section 1563(a)(1),(2)
and (3) of the Code and Treas. Reg. § 1.414(c)-2; provided, further, where
legitimate business reasons exist (within the meaning of Treas. Reg. § 1.409A-
1(h)(3)), the language “at least 20 percent” shall be used instead of “at least 80
percent” in each place it appears.
(cc) “Specified Employee” means a key employee (as defined in Section 416(i) of the
Code without regard to paragraph (5) thereof) of the Company as determined in
accordance with Section 409A and the procedures established by the Company.
(dd) “Share” means a share of Stock.
(ee) “Stock” means the common stock, $.01 par value per share (as such par value may

be adjusted from time to time), of the Company.
(ff) “Subsidiary” means any entity in which the Company owns or otherwise controls,
directly or indirectly, stock or other ownership interests having the voting power to
elect a majority of the Board, or other governing group having functions similar to
a board of directors, as determined by the Committee.
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incompetent Participant and, if the Participant is deceased, the legal representative
of the estate of the Participant or the person or persons who may, by bequest or
inheritance, or under the terms of an Award or of forms submitted by the Participant
to the Committee, acquire the right to receive cash and/or Shares issuable in
satisfaction of an Award.
3. ADMINISTRATION. Subject to the provisions of the plan, the authority to control
and manage the operation and administration of the Plan shall be vested in the Committee;
provided, however, that the Board (and/or such other committee designated by the Board) shall
approve and/or ratify any Awards to the Company’s non-employee Directors.
(a) The Committee shall have power to make Awards, to determine when and to whom
Awards will be granted, the types of Awards and the number of Shares covered by
the Awards, to establish the terms, conditions, performance criteria, restrictions,
and other provisions of such Awards and, subject to the terms of the Plan, to cancel
or suspend Awards. In making such Award determinations, the Committee may
take into account the nature of services rendered by the Participant, the Participant’s
present and potential contribution to the Company’s success and such other factors
as the Committee deems relevant.
(b) Subject to the provisions of the Plan, the Committee will have the authority and
discretion to determine the extent to which Awards under the Plan will be structured
to conform to the requirements applicable to performance-based compensation as
described in Section 162(m) of the Code, and to take such action, establish such
procedures, and impose such restrictions at the time such Awards are granted as the
Committee determines to be necessary or appropriate to conform to such
requirements.

to conform to applicable requirements or practices of jurisdictions outside of the
United States.

Agreement made under the Plan, to establish, amend, waive and rescind any rules
and regulations relating to the administration of the Plan, to determine the terms
and provisions of any Agreements entered into hereunder (not inconsistent with the

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Plan), and to make all other determinations necessary or advisable for the
administration of the Plan.
(f) The Committee shall determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property, and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically, or at the election of the holder thereof or of the Committee.
(g) The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it shall
deem desirable. The determinations of the Committee in the administration of the
Plan, as described herein, shall be final, binding and conclusive.
(h) In controlling and managing the operation and administration of the Plan, the
Committee shall act by a majority of its then members, by meeting or by writing
filed without a meeting. The Committee shall maintain and keep adequate records
concerning the Plan and concerning its proceedings and acts in such form and detail
as the Committee may decide.
(i) Except to the extent prohibited by applicable law or regulation, the Committee may
allocate all or any portion of its responsibilities and powers to any one or more of
its members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. The Committee may revoke any such
allocation or delegation at any time.
(j) The Company and any Affiliate shall furnish the Committee with such data and
information as may be required for it to discharge its duties. The records of the
Company and any Affiliate as to an Employee’s or Participant’s employment, or
other provision of services, termination of employment, or cessation of the
provision of services, leave of absence, reemployment and compensation shall be
conclusive on all persons unless determined to be incorrect. Participants and other
persons entitled to benefit under the Plan must furnish the Committee such
evidence, data or information as the Committee considers desirable to carry out the
terms of the Plan.
(k) To the fullest extent permitted by law, each member and former member of the
Board and the Committee and each person to whom the Board and the Committee
delegates or has delegated authority under this Plan shall be entitled to
indemnification by the Company against and from any loss, liability, judgment,
damage, cost and reasonable expense incurred by such member, former member or
other person by reason of any action taken, failure to act or determination made in
good faith under or with respect to this Plan.
4. SHARES AVAILABLE FOR AWARDS.
(a) Subject to adjustment as provided in Section 4(e), the maximum number of Shares
that may be delivered pursuant to Awards granted under the Plan is 45,750,000.
Notwithstanding the foregoing and subject to adjustment as provided in Section
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4(e), no Participant may receive Options and stock appreciation rights under this
Plan in any calendar year that relate to more than 1,000,000 Shares.
(b) Shares to be issued under the Plan may be made available from authorized but
unissued Stock, Stock held by the Company in its treasury, or Stock purchased by
the Company on the open market or otherwise. During the term of the Plan, the
Company will at all times reserve and keep available the number of shares of Stock
that shall be sufficient to satisfy the requirements of the Plan.
(c) If any Shares covered by an Award other than a Substitute Award, or to which such
an Award relates, terminate, lapse or are forfeited or cancelled, then the Shares
covered by such Award, or to which such Award relates, to the extent of any such
forfeiture, termination, lapse or cancellation, shall again be, or shall become
available for issuance under the Plan. Shares (i) delivered in payment of the

exercise price of an Option, (ii) not issued upon the net settlement or net exercise
of an Option or stock appreciation right, or (iii) delivered to or withheld by the
Company to pay withholding taxes, shall not become available again for issuance
under this Plan.

distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, share split, reverse share split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or
other securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate transaction or
event affects the Shares such that an adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of (i) the number
and type of Shares (or other securities or property) which thereafter may be made
the subject of Awards, including without limitation the individual limit set forth in
Section 4(a), (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with
respect to any Award or, if deemed appropriate, make provision for a cash payment
to the holder of an outstanding Award; provided, however, that the number of
Shares subject to any Award shall always be a whole number; and provided, further,
with respect to any Award intended to qualify as performance-based compensation
under Section 162(m) of the Code or any Award intended to comply with, or qualify
for an exception to, Section 409A, any such adjustment shall be authorized only to
the extent that such adjustment would not cause the Award to fail to comply with
Section 162(m) or Section 409A, or an exception thereto.
5. ELIGIBILITY. All Employees and non-employee Directors are eligible to
participate in this Plan and receive Awards hereunder. Holders of equity-based awards issued by
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a company acquired by the Company or with which the Company combines are eligible to receive
Substitute Awards hereunder.

Committee; provided, however , that, except in the case of Substitute Awards, such
purchase price shall not be less than the Fair Market Value of a Share on the date
of grant of such Option.

Committee and set forth in the applicable Agreement. Notwithstanding, the term
of an Option shall not exceed ten (10) years.
(c) Any Option may be exercised at any time during the period commencing with either
the date that Option is granted or the first date permitted under a vesting schedule
established by the Committee and ending with the expiration date of the Option. A
Participant may exercise his or her Option for all or part of the number of Shares
which he or she is eligible to exercise under terms of the Option. The Committee
shall determine the method or methods by which, and the form or forms in which,
including, without limitation, cash, Shares, other Awards, or other property, or any
combination thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price, payment of the exercise price with respect thereto may be
made or deemed to have been made.

established from time to time by the Committee, including the terms and conditions
of any such award, number of shares (if any) to be subject to each such Option and
the time(s) at which such Options shall be granted.

Committee may impose (including, without limitation, any limitation on the right
to vote Shares underlying Restricted Stock Awards or the right to receive any
dividend, other right or property), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise, as the
Committee may deem appropriate. If the vesting conditions applicable to an Award
of Restricted Stock or Restricted Stock Units relate exclusively to the passage of
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time and continued employment or provision of services, or refraining therefrom,
the last vesting date of all or a portion of such Award shall occur no less than 36
months following the date of such Award, except that the foregoing restriction shall
not apply to such Awards if they (i) are made in satisfaction of Company

obligations to Participants that would otherwise be paid in cash, (ii) are issued in
connection with the exercise of an Option or other Award hereunder, or (iii) are
Substitute Awards.
(b) Any Award of Restricted Stock or Restricted Stock Units may be evidenced in such
manner as the Committee may deem appropriate, including, without limitation,
book-entry registration or issuance of a stock certificate or certificates. In the event
any stock certificate is issued in respect of Shares underlying a Restricted Stock
Award, such certificate shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Shares.
8. OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to
grant to Participants such other Awards (including, without limitation, stock units, stock
appreciation rights and rights to dividends and dividend equivalents) that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares) as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the Plan, the Committee
shall determine the terms and conditions of such Awards provided, however, that rights to
dividends or dividend equivalents awarded in connection with an Award shall be subject to the
same performance criteria, if applicable, and vesting schedule that apply to the underlying Award.
Notwithstanding, the term of a stock appreciation right shall not exceed ten (10) years. Shares or
other securities delivered pursuant to a purchase right granted under this Section 8 shall be
purchased for such consideration, which may be paid by such method or methods and in such form
or forms, including, without limitation, cash, Shares, other securities, the deferral of compensation,
other Awards, or other property, or any combination thereof, as the Committee shall determine,
the value of which consideration, as established by the Committee, shall, except in the case of
Substitute Awards or the deferral of compensation, not be less than the Fair Market Value of such
Shares or other securities as of the date such purchase right is granted. Full-value awards granted
hereunder to Employees will have a standard vesting schedule, in one or more increments, over a
service period of no less than (3) three years; provided, however, that (i) up to five (5%) percent
of the shares authorized for issuance under the Plan may be granted without this restriction, and
(ii) this limitation will not adversely affect a participant’s rights under another plan or agreement
with AES or its subsidiaries.

including Covered Persons, with a minimum performance period of at least one (1)
year to be applicable to awards granted hereunder, if the Committee intends that
such Awards shall qualify as “qualified performance based compensation” under
Section 162(m) of the Code. Unless otherwise determined by the Committee, any
such Performance Award shall be evidenced by an Agreement containing the terms
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of the Performance Award, including but not limited to, the performance criteria
and such terms and conditions as may be determined, from time to time, by the
Committee, in each case, not inconsistent with this Plan.
(b) Performance Awards shall become earned and payable if performance goals
relating to, or based on, one or more of the following performance measures , either
individually, alternatively or in any combination, and subject to such modifications
or variations as specified by the Committee, applied to either the Company as a

whole or to a business unit or subsidiary entity thereof, either individually,
alternatively or in any combination, and measured over a period of time including
any portion of a year, annually or cumulatively over a period of years, on an
absolute basis or relative to a pre-established target, to previous years’ results or to
a designated comparison group, in each case as specified by the Committee: cash
flow (including, without limitation, proportional cash flow); cash flow from
operations; earnings (including, but not limited to, earnings before interest, taxes,
depreciation, and amortization or some variation thereof); earnings per share,
diluted or basic; earnings per share from continuing operations; net asset turnover;
inventory turnover; capital expenditures; debt; debt reduction; working capital;
return on investment; return on sales; net or gross sales; market share; economic
value added; cost of capital; change in assets; expense reduction levels;
productivity; delivery performance; safety record and/or performance; stock price;
return on equity; total stockholder return; return on capital; return on assets or net
assets; revenue; income or net income; operating income or net operating income;
operating income adjusted for management fees and depreciation, and
amortization; operating profit or net operating profit; gross margin, operating
margin or profit margin; and completion of acquisitions, business expansion,
product diversification, new or expanded market penetration and other nonfinancial operating and management performance objectives. To the extent
consistent with Section 162(m) of the Code, the Committee may determine, at the
time the performance goals are established, that certain adjustments shall apply, in
whole or in part, in such manner as determined by the Committee, to exclude the
effect of any of the following events that occur during a performance period: the
impairment of tangible or intangible assets; litigation or claim judgments or
settlements; the effect of changes in tax law, accounting principles or other such
laws or provisions affecting reported results, business combinations,
reorganizations and/or restructuring programs, including, but not limited to,
reductions in force and early retirement incentives; currency fluctuations; and any
extraordinary, unusual, infrequent or non-recurring items, including, but not limited
to, such items described in Management’s Discussion and Analysis of Financial
Condition and Results of Operations or the financial statements and notes thereto
appearing in the Company’s annual report for the applicable period.
(c) Performance goals relating to the performance measures set forth above shall be
pre-established in writing by the Committee, and achievement thereof certified in
writing prior to payment of the Award, as required by Section 162(m) and
regulations promulgated thereunder, and such performance goals may be measured
over such periods, as the Committee shall determine. For Awards intended to be
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“qualified performance based compensation” under Section 162(m) of the Code,
all such performance goals shall be established in writing no later than ninety (90)
days after the beginning of the applicable performance period. In addition to
establishing minimum performance goals below which no compensation shall be
payable pursuant to a Performance Award, the Committee, in its sole discretion,
may create a performance schedule under which an amount less than or more than
the target award may be paid so long as the performance goals have been achieved.
The Committee, in its sole discretion, may also establish such additional restrictions
or conditions that must be satisfied as a condition precedent to the payment of all
or a portion of any Performance Awards. Such additional restrictions or conditions
need not be performance-based and may include, among other things, the receipt
by a Participant of a specified annual performance rating, the continued
employment by the Participant and/or the achievement of specified performance
goals by the Company, business unit or Participant. Furthermore and
notwithstanding any provision of this Plan to the contrary, the Committee, in its

sole discretion, may reduce the amount of any award to a Participant if it concludes
that such reduction is necessary or appropriate based upon: (i) an evaluation of such
Participant’s performance; (ii) comparison with compensation received by other
similarly situated individuals working within the Company’s industry; (iii) the
Company’s financial results and conditions; or (iv) such other factors or conditions
that the Committee deems relevant. Notwithstanding any provision of this Plan to
the contrary, the Committee shall not use its discretionary authority to increase any
Performance Award that is intended to be performance-based compensation under
Section 162(m) of the Code.
(d) The maximum value of (i) Performance Awards (denominated in cash) which may
be awarded to a Participant under the Plan in any one calendar year of the Company
is $10,000,000, and (ii) Performance Awards (denominated in Stock) which may
be awarded to a participant under the Plan in any one calendar year of the Company
is 1,000,000 Shares.
10. TERMINATION OF EMPLOYMENT OR SERVICE. Except as otherwise
determined by the Committee or provided by the Committee in an applicable Agreement and to
the extent not inconsistent with Section 14(k) hereof, in case of termination of employment or
service, the following provisions shall apply:

and become fully vested, exercisable and payable and shall expire on the
earlier of (1) the date the Option would have expired had the Participant
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continued in such employment or service, and (2) one year after the date
such Participant’s employment or service ceases.
(b) Upon termination of employment by the Company for Cause (as determined by the
Committee in its sole discretion), or under other circumstances provided by the
Committee in its discretion in the applicable Agreement:
(i) any Award then held by such Participant whose restrictions have not lapsed,
which is not exercisable or which is not payable will automatically be
forfeited in full and canceled by the Company upon such termination of
employment or service, and

expired had the Participant continued in such employment or service, and
(2) three months after the date that such Participant’s service ceases.
(c) Upon termination of employment or cessation of provision of services by the
Participant for reasons of Qualified Retirement or Involuntary Termination:
(i) any Award (other than Performance Awards) then held by such Participant
whose restrictions have not lapsed, which is not exercisable or which is not
payable will automatically be forfeited in full and canceled by the Company
upon such termination of employment or service,
(ii) any Option then held by such Participant shall automatically expire on the
earlier of (1) the date the Option would have expired had the Participant

continued in such employment or service, and (2) one hundred and eighty
days after the date such Participant’s employment or service ceases, except
that any Incentive Stock Option shall automatically expire on the earlier of
the date set forth in clause (1) above and three months after the date that
such Participant’s employment or service ceases.

with such vested units becoming payable upon the originally scheduled
distribution date, subject to performance certification and adjustment.
(d) Upon termination of employment or cessation of provision of services by the
Participant for any reason other than death, Disability, Qualified Retirement,
Involuntary Termination or termination of employment or service by the Company
for Cause (as determined by the Committee in its sole discretion), or under other
circumstances provided by the Committee in its discretion in the applicable
Agreement:

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payable will automatically be forfeited in full and canceled by the Company
upon such termination of employment or service,
(ii) any Option then held by such Participant, to the extent exercisable, shall
automatically expire on the earlier of (1) the date the Option would have
expired had the Participant continued in such employment or service, and
(2) one hundred and eighty days after the date the such Participant’s service
ceases, except that any Incentive Stock Option shall automatically expire
on the earlier of clause (1) above and three months after the date that such
Participant’s service ceases, and

approval by the stockholders of the Company. No Award shall be granted under the Plan after the
tenth anniversary of the last date upon which the Company obtained stockholder approval of the
Plan. However, unless otherwise expressly provided in the Plan or in an applicable Agreement,
any Award theretofore granted may extend beyond such date, and the authority of the Committee
to administer the Plan and to amend, alter, adjust, suspend, discontinue, or terminate any such
Award, or to waive any conditions or rights under any such Award, and the authority of the Board
to amend the Plan, shall extend beyond such date.

provided in an Agreement or in the Plan, the Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided,

however, that no such amendment, alteration, suspension, discontinuation or
termination shall be made without (i) stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement for which or with which
the Board deems it necessary or desirable to qualify or comply or (ii) the consent
of the affected Participant, if such action would materially adversely affect the
rights of such Participant under any outstanding Award. Notwithstanding anything
to the contrary herein, the Committee may amend the Plan in such manner as may
be necessary to enable the Plan to achieve its stated purposes in any jurisdiction
outside the United States in a tax-efficient manner and in compliance with local
rules and regulations. Notwithstanding the foregoing or any provision of the Plan
or an Award to the contrary, (i) the Committee may at any time (without the consent
of any Participant) modify or amend any or all of the provisions of the Plan or an
Award to the extent necessary to conform the provisions of the Plan or an Award
with Section 162(m), Section 409A, the regulations issued thereunder or an
exception thereto, or other applicable law, regardless of whether such modification
or amendment of the Award shall adversely affect the rights of a Participant, and
(ii) the Committee may not, without stockholder approval, reduce the exercise price
of any Option or stock appreciation right, exchange any underwater Option or stock
14
appreciation right for a cash payment or for the new grant of an Option or stock
appreciation right with a lower exercise price, or take any other action with respect
to outstanding Options or stock appreciation rights that is treated as a repricing of
such Options or stock appreciation rights under generally accepted accounting
principles.
(b) The Committee may waive any conditions or rights under, amend any terms of, or
amend, alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any Participant or holder or
beneficiary of an Award, provided, however, that no such action shall materially
impair the rights of a Participant or holder or beneficiary under any Award
theretofore granted under the Plan.
(c) With respect to Participants who reside or work outside the United States of
America, the Committee may, in its sole discretion, amend, or otherwise modify,
without Board or stockholder approval, the terms of the Plan or Awards with
respect to such Participant in order to conform such terms with the provisions of
local law; provided that such amendment or other modification shall not increase
the total number of Shares reserved for purposes of the Plan without the approval
of the stockholders of the Company.
(d) The Committee shall be authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, an event affecting the Company, or the
financial statements of the Company, or of changes in applicable laws, regulations
or accounting principles), whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan.
(e) To the extent not inconsistent with Section 14(k) hereof, in connection with a
Change in Control or an event described in Section 4(e), the Committee may, in its
discretion (i) cancel any or all outstanding Awards under the Plan in consideration
for payment to the holder of each such canceled Award of an amount equal to the
portion of the consideration that would have been payable to such holder pursuant
to such transaction if such Award had been fully vested and exercisable, and had
been fully exercised, immediately prior to such transaction, less the exercise price
if any that would have been payable therefore, or (ii) if the net amount referred to
in clause (i) would be negative, cancel such Award for no consideration or payment
of any kind. Payment of any amount payable pursuant to the preceding sentence

may be made in cash and/or securities or other property in the Committee’s
discretion.
13. CHANGE IN CONTROL. Except as otherwise expressly provided in the
applicable Agreement and to the extent not inconsistent with Section 14(k) hereof, upon the
consummation of a Change in Control, the Committee may, but shall not be obligated to, (i)
accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an Award, (ii)
cancel such Awards for cash payment of fair value (as determined in the sole discretion of the
15
Committee) which, in the case of Options and stock appreciation rights, may equal the excess, if
any, of value of the consideration to be paid in the Change in Control transaction to holders of the
same number of Shares subject to such Options or stock appreciation rights (or, if no consideration
is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or
stock appreciation rights) over the aggregate exercise price of such Options or stock appreciation
rights (and otherwise, the Committee may cancel Awards for no consideration if the aggregate Fair
Market Value of the Shares subject to such Awards is less than or equal to the aggregate exercise
price of such Options or stock appreciation rights), or (iii) provide for the issuance of substitute
Awards that will substantially preserve the otherwise applicable terms of any affected Awards
previously granted hereunder as determined by the Committee in its sole discretion.
14. CLAWBACK. Any Agreement (or any part thereof) may provide for the
cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain
or earnings related to an Award, or other provisions intended to have a similar effect, upon such
terms and conditions as may be determined by the Committee in accordance with (a) any Company
clawback or recoupment policy, including The AES Corporation Amended and Restated
Compensation Recoupment Policy (as may be further amended and restated from time to time, the
“Clawback Policy”), and any other policies that are adopted to comply with the requirements of
any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any
applicable laws that impose mandatory clawback or recoupment requirements under the
circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002, the
Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable laws, rules,
regulations, or stock exchange listing standards, as may be in effect from time to time, and which
may operate to create additional rights for the Company with respect to Awards and the recovery
of amounts relating thereto. By accepting Awards under the Plan, the Participants consent to be
bound by the terms of the Clawback Policy, if applicable, and agree and acknowledge that they
are obligated to cooperate with, and provide any and all assistance necessary to, the Company in
its efforts to recover or recoup any Award, any gains or earnings related to any Award, or any
other amount paid under the Plan or otherwise subject to clawback or recoupment pursuant to such
laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation
and assistance shall include, but is not limited to, executing, completing and submitting any
documentation necessary to facilitate the recovery or recoupment by the Company from the
Participants of any such amounts, including from the Participants’ accounts or from any other
compensation, to the extent permissible under Section 409A.

a Participant or other person under the Plan an amount sufficient to cover any
required withholding taxes, including the Participant’s social security and Medicare
taxes (FICA) and federal, state, local income tax or such other applicable taxes
(“Taxes”) with respect to income arising from payment of the Award. The
16
Company shall have the right to require the payment of any Taxes before issuing
any Stock pursuant to the Award. The Committee may, if it deems appropriate in
the case of a Participant, withhold such Taxes through a reduction of the number of
Shares delivered to such individual, or allow the Participant to elect to cover all or
any part of the required withholdings, and to cover any additional withholdings up
to the amount needed to cover the Taxes with respect to income arising from
payment of the Award, through a reduction of the number of Shares delivered to
such individual or a subsequent return to the Company of Shares held by the
Participant or other person, in each case valued in the same manner as used in
computing the withholding taxes under the applicable laws. Notwithstanding the
foregoing or any provisions of the Plan to the contrary, any broker-assisted cashless
exercise shall comply with the requirements for equity classification of Accounting
Standards Codification (ASC) 718 and any withholding satisfied through a netsettlement shall be limited to the minimum statutory withholding requirements.
(c) Awards received by a Participant under this Plan shall not be deemed a part of a
Participant’s regular, recurring compensation for purposes of any termination,
indemnity or severance pay laws and shall not be included in, nor have any effect
on, the determination of benefits under any other employee benefit plan, contract
or similar arrangement provided by the Company or an Affiliate, unless expressly
so provided by such other plan, contract or arrangement, or unless the Committee
so determines. No provision of the Plan shall prevent the Company from adopting
or continuing in effect other or additional compensation arrangements, including
incentive arrangements providing for the issuance of options and stock, and awards
that do not qualify under Section 162(m) of the Code, and such arrangements may
be generally applicable or applicable only in specific cases.
(d) Subject to the provisions of the Plan, (i) no Award and no right under any Award
shall be assignable, alienable, saleable or transferable by a Participant otherwise
than by will or by the laws of descent and distribution; provided , however, that, if
so determined by the Committee, a Participant may, in the manner established by

the Committee, designate a beneficiary or beneficiaries to exercise the rights of the
Participant, and to receive any property distributable, with respect to any Award
upon the death of the Participant; (ii) each Award, and each right under any Award,
shall be exercisable during the Participant’s lifetime only by the Participant or, if
permissible under applicable law, by the Participant’s guardian or legal
representative; and (iii) no Award and no right under any such Award, may be
pledged, alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company. The provisions of this paragraph shall not apply to any
Award which has been fully exercised, earned or paid, as the case may be, and shall
not preclude forfeiture of an Award in accordance with the terms thereof.
(e) This Plan shall be unfunded and the Company shall not be required to segregate
any assets that may at any time be represented by Awards under this Plan. Neither
the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a
trustee of any amounts to be paid under this Plan nor shall anything contained in
17
this Plan or any action taken pursuant to its provisions create or be construed to
create a fiduciary relationship between the Company and/or its Affiliates, and a
Participant or Successor. To the extent any person acquires a right to receive an
Award under this Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company.
(f) Any liability of the Company to any Participant with respect to an Award shall be
based solely upon contractual obligations created by this Plan and the applicable
Agreement. Except as may be required by law, neither the Company nor any
member or former member of the Board or of the Committee, nor any other person
participating (including participation pursuant to a delegation of authority under
Section 3(i) hereof) in any determination of any question under this Plan, or in the
interpretation, administration or application of this Plan, shall have any liability to
any party for any action taken, or not taken, under this Plan.
(g) No certificate for Shares distributable pursuant to this Plan shall be issued and
delivered unless the issuance of such certificate complies with all applicable legal
requirements including, without limitation, compliance with the provisions of
applicable state securities laws, the Securities Act of 1933, as amended and in effect
from time to time or any successor statute, the Exchange Act and the requirements
of the exchanges on which the Company’s Shares may, at such time be listed.
(h) To the extent that federal laws do not otherwise control, this Plan and all
determinations made and actions taken pursuant to this Plan shall be governed by
the laws of Delaware and construed accordingly.
(i) In the event that any provision of this Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions of this
Plan, and this Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.
(j) No fractional shares shall be issued or delivered pursuant to this Plan or any

Agreement, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional shares, or whether
such fractional Shares or any rights thereto shall be canceled, terminated, or
otherwise eliminated.
(k) Notwithstanding any provision of the Plan or an Agreement to the contrary, if any
Award or benefit provided under this Plan is subject to the provisions of Section
409A, the provisions of the Plan and any applicable Agreement shall be
administered, interpreted and construed in a manner necessary to comply with
Section 409A or an exception thereto (or disregarded to the extent such provision
cannot be so administered, interpreted or construed). The following provisions
shall apply, as applicable:
(l) If a Participant is a Specified Employee and a payment subject to Section 409A
(and not excepted therefrom) to the Participant is due upon Separation from
18
Service, such payment shall be delayed for a period of six (6) months after the date
the Participant Separates from Service (or, if earlier, the death of the Participant).
Any payment that would otherwise have been due or owing during such six-month
period will be paid immediately following the end of the six-month period in the
month following the month containing the 6-month anniversary of the date of
termination unless another compliant date is specified in the applicable Agreement.
(i) For purposes of Section 409A, and to the extent applicable to any Award or
benefit under the Plan, it is intended that distribution events qualify as
permissible distribution events for purposes of Section 409A and shall be
interpreted and construed accordingly. With respect to payments subject to
Section 409A, the Company reserves the right to accelerate and/or defer any
payment to the extent permitted and consistent with Section 409A. Whether
a Participant has Separated from Service or employment will be determined
based on all of the facts and circumstances and, to the extent applicable to
any Award or benefit, in accordance with the guidance issued under Section
409A. For this purpose, a Participant will be presumed to have experienced
a Separation from Service when the level of bona fide services performed
permanently decreases to a level equal to or less than twenty percent (20%)
of the average level of bona fide services performed during the immediately
preceding thirty-six (36) month period or such other applicable period as
provided by Section 409A.
(ii) The Committee, in its discretion, may specify the conditions under which
the payment of all or any portion of any Award may be deferred until a later
date. Deferrals shall be for such periods or until the occurrence of such
events, and upon such terms and conditions, as the Committee shall
determine in its discretion, in accordance with the provisions of Section
409A, the regulations and other binding guidance promulgated thereunder;
provided, however, that no deferral shall be permitted with respect to
Options and other stock appreciation rights subject to Section 409A. An

election shall be made by filing an election with the Company (on a form
provided by the Company) on or prior to December 31st of the calendar
year immediately preceding the beginning of the calendar year (or other
applicable service period) to which such election relates (or at such other
date as may be specified by the Board to the extent consistent with Section
409A) and shall be irrevocable for such applicable calendar year (or other
applicable service period).
(iii) The grant of Non-Qualified Stock Options and other stock rights subject to
Section 409A shall be granted under terms and conditions consistent with
Treas. Reg. § 1.409A-1(b)(5) such that any such Award does not constitute
a deferral of compensation under Section 409A. Accordingly, any such
Award may be granted to Participants of the Company and its subsidiaries
and affiliates in which the Company has a controlling interest. In
determining whether the Company has a controlling interest, the rules of
Treas. Reg. § 1.414(c)-2(b)(2)(i) shall apply; provided that the language “at
19
least 50 percent” shall be used instead of “at least 80 percent” in each place
it appears; provided, further, where legitimate business reasons exist (within
the meaning of Treas. Reg. § 1.409A-1(b)(5)(iii)(E)(i)), the language “at
least 20 percent” shall be used instead of “at least 80 percent” in each place
it appears. The rules of Treas. Reg. §§ 1.414(c)-3 and 1.414(c)-4 shall apply
for purposes of determining ownership interests.
(iv) Notwithstanding anything to the contrary contained herein and with respect
to Options that were earned and vested under the Plan prior to January 1,
2005 (as determined under Section 409A, “Grandfather Options”), such
Grandfathered Options are intended to be exempt from Section 409A and
shall be administered and interpreted in a manner intended to ensure that
any such Grandfathered Option remains exempt from Section 409A. No
amendments or other modifications shall be made to such Grandfathered
Options except as specifically set forth in a separate writing thereto, and no
amendment or modification to the Plan shall be interpreted or construed in
a manner that would cause a material modification (within the meaning of
Section 409A, including Treas. Reg. § 1.409A-6(a)(4)) to any such
Grandfathered Options.
(v) In no event shall any member of the Board, the Committee or the Company
(or its employees, Officers or Directors) have any liability to any Participant
(or any other Person) due to the failure of an Award to satisfy the
requirements of Section 409A.
The AES Corporation
Tish Mendoza,
EVP & Chief Human Resources Officer