UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 7, 2017

 

 

AMEREN CORPORATION

(Exact name of the registrant as specified in its charter)

 

 

 

Missouri   1-14756   43-1723446

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

1901 Chouteau Avenue, St. Louis, Missouri 63103

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (314) 621-3222

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the meeting of the Human Resources Committee (the “ Committee ”) of the Board of Directors of Ameren Corporation (“ Ameren ”), held on December 7, 2017, the Committee approved new forms of award agreements for Ameren’s annual equity awards to be granted in 2018 and a new severance plan for its officers. Both actions are described in more detail below.

2018 Long Term Incentive Program

The following description explains certain changes to Ameren’s annual equity award grants for 2018 (the “ 2018 LTIP ”).

Pursuant to the 2018 LTIP, annual equity award grants in 2018 consist of a mix of performance share units (“ PSUs ”) and restricted stock units (“ RSUs ”). Participants will receive 70% of the value of their award in the form of PSUs and 30% of the value of their award in the form of RSUs. Previously, participants received 100% of the value of their award in the form of PSUs. Both PSUs and RSUs are denominated in Ameren stock units and paid out in shares of Ameren common stock. Dividend equivalents accrue on both PSUs and RSUs, which are reinvested into additional PSUs or RSUs and vest at the same time and in the same proportion as the underlying awards.

The target number of Ameren stock units underlying PSUs and RSUs granted in 2018 will be determined by dividing the value of an award by the 30-trading-day average price of Ameren common stock prior to the start of the performance period. The target number of Ameren stock units underlying equity awards was previously determined by dividing the value of the award by the prior December share price average of Ameren common stock.

PSUs and RSUs granted in 2018 will only vest if a participant remains employed with Ameren through the payment date for the awards, except that awards will vest on a pro rata basis in the event of a participant’s earlier retirement or death. The payment date will occur in 2021 and must be no later than March 15, 2021. PSUs will vest between 0% and 200% of target stock units depending on Ameren’s total shareholder return (“ TSR ”) relative to its peer group during the performance period. However, PSU payouts will be capped at 150% of target stock units if Ameren’s TSR is negative over the performance period. PSU payouts were previously capped at 100% of target stock units if Ameren’s TSR was negative over the performance period.

The foregoing description does not purport to be complete, and is qualified in its entirety by reference to the full text of the forms of 2018 Performance Share Unit Award Agreement and 2018 Restricted Stock Unit Award Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2 hereto.

Executive Severance Plan

Pursuant to the Ameren Corporation Severance Plan for Ameren Officers (the “ Severance Plan ”), certain officers of Ameren and its participating subsidiaries, including the named executive officers of Ameren, Union Electric Company and Ameren Illinois Company, receive certain payments and benefits upon a termination of employment by Ameren without Cause (as defined in the Severance Plan) (an “ Eligible Termination ”). Officers who are terminated for Cause or who terminate employment due to death or Disability (as defined in the Severance Plan), among other reasons, are not eligible to receive payments or benefits under the Severance Plan.

Upon an Eligible Termination, Ameren’s named executive officers (and other members of Ameren’s Executive Leadership Team) receive the following payments and benefits (the “ Severance ”):

 

  •   a lump sum payment equal to one times the sum of his or her annual base salary plus his or her target annual cash incentive award in effect at termination of employment.

 

  •   A pro-rated annual cash incentive (bonus) payable based on actual performance for the year of termination.

 

  •   If COBRA continuation coverage is elected, a subsidy benefit equal to 100% of the applicable cost, up to a maximum period of 12 months.

 

  •   Up to $25,000 in outplacement career transition services for 12 months following an Eligible Termination.

In order to receive the Severance, such officers must sign and not revoke a release in a form acceptable to Ameren. This release may also include a requirement to comply with certain restrictive covenants to the extent applicable to an officer’s position.

The foregoing description does not purport to be complete, and is qualified in its entirety by reference to the full text of the Severance Plan, which is attached as Exhibit 10.3 hereto.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

 

Exhibit
Number:

  

Title:

10.1    Form of Performance Share Unit Award Agreement for Awards Issued in 2018 pursuant to 2014 Omnibus Incentive Compensation Plan
10.2    Form of Restricted Stock Unit Award Agreement for Awards Issued in 2018 pursuant to 2014 Omnibus Incentive Compensation Plan
10.3    Ameren Corporation Severance Plan for Ameren Officers

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

 

AMEREN CORPORATION
(Registrant)
By:   /s/ Gregory L. Nelson
Name:   Gregory L. Nelson
Title:   Senior Vice President, General Counsel and Secretary
UNION ELECTRIC COMPANY
(Registrant)
By:   /s/ Gregory L. Nelson
Name:   Gregory L. Nelson
Title:   Senior Vice President, General Counsel and Secretary
AMEREN ILLINOIS COMPANY
(Registrant)
By:   /s/ Gregory L. Nelson
Name:   Gregory L. Nelson
Title:   Senior Vice President, General Counsel and Secretary

Date: December 13, 2017

Form of 2018 Performance Share Unit

Award Agreement

January 1, 2018

Ameren Corporation

2018 Performance Share Unit Award Agreement

THIS AGREEMENT, effective January 1, 2018, represents the grant of Performance Share Units by Ameren Corporation (“Ameren”), to the Participant set forth in the Notice of 2018 Performance Share Unit Award (“Notice”), pursuant to the provisions of the Ameren Corporation 2014 Omnibus Incentive Compensation Plan, as it may be amended from time to time (the “Plan”). The Notice is included in and made part of this Agreement.

The Plan provides a description of the terms and conditions governing the Performance Share Units. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will completely supersede and replace the conflicting terms of this Agreement. All capitalized terms will have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

 

1. Notice of Grant . The Notice, as attached hereto, sets forth the Target Number of Performance Share Units and the Performance Period.

 

2. Performance Grid . The number of Performance Share Units payable to the Participant under this Agreement will be determined in accordance with the following grid based on Company performance during the Performance Period. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. Notwithstanding anything in the Agreement to the contrary, payouts that otherwise would have been more than 100% of Target will be capped at 150% of Target if Ameren’s total shareholder return (“TSR”) is negative over the three-year period. TSR shall be calculated in the manner set forth in Exhibit 1 hereto and compared to the peer group identified in Exhibit 1.

 

Ameren’s Percentile in Total Shareholder

Return vs. Utility Peers During the

Performance Period

  

Payout – Percent of Target Performance

Share Units Granted

90 th percentile +    200%
70 th percentile    150%
50 th percentile    100%
25 th percentile    50%
<25 th percentile    0% (no payout)

 

3.

Calculation of Performance Share Units . The Human Resources Committee (the “Committee”) will determine the number of Performance Share Units payable to the Participant based on the performance of Ameren during the Performance Period, calculated using the performance grid set forth in Section 2 of this Agreement. Subject to Sections 4 and 8, payment of any Performance Share Units determined pursuant to this Section is expressly conditioned upon continued employment from the first day of the Performance Period (or effective date of grant, if later) through the payment date (as determined in Section 5) (the “Vesting Period”). The Participant expressly agrees that no Performance Share Units shall be considered earned under applicable law until the last day of the Vesting Period. Notwithstanding anything in this Agreement to the contrary, for Participants who are Section 16 reporting officers, the value of vested Performance Share

  Units, if any, and vested Restricted Stock Units, if any, paid to the Participant under this Agreement shall in no event exceed 1.2% of Ameren’s cumulative GAAP Net Income for the Performance Period, as determined by the Committee in its sole discretion, subject to the maximum payout amount set forth in Section 4.03(e) of the Plan and the Committee’s right to adjust payment downwards pursuant to Section 12.06 of the Plan.

 

4. Vesting of Performance Share Units . Subject to provisions set forth in Section 8 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of Ameren, Section 9 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 10 of this Agreement relating to Participant’s obligations, the Performance Share Units will vest as set forth below:

 

  (a) Provided the Participant has continued employment with Ameren or any Affiliate or Subsidiary (the “Company”) through such date, one hundred percent (100%) of the calculated Performance Share Units will vest on the payment date; or

 

  (b) Death. Provided the Participant has continued employment with the Company through the date of his death and such death occurs prior to the payment date, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in the Notice to this Agreement plus accrued dividend equivalents as of the date of death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; or

 

  (c) Disability. Provided the Participant has continued employment with the Company through the date of his Disability (as defined in Code Section 409A) and such Disability occurs prior to the payment date, the Participant will be entitled to one hundred percent (100%) of the Performance Share Units plus any accrued dividend equivalents he would have received had he remained employed by the Company through the payment date, based on the actual performance of the Company during the entire Performance Period; or

 

  (d) Retirement. Provided the Participant has continued employment with the Company through the date of retirement (as described below) and such retirement occurs before the payment date if the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), the Participant is entitled to receive a prorated portion of the Performance Share Units plus any accrued dividend equivalents that would have been earned had the Participant remained employed by the Company for the entire Vesting Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period.

 

     Notwithstanding anything in this Agreement to the contrary, no Performance Share Units will be paid to the Participant, nor shall the Participant be entitled to payment, if the Participant’s employment with the Company terminates during the Vesting Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 8.

 

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5. Form and Timing of Payment . All payments of vested Performance Share Units pursuant to this Agreement will be made in the form of Shares. Except as otherwise provided in this Agreement, payment will be made upon the earlier to occur of the following:

 

  (a) February of the calendar year immediately following the last day of the Performance Period or as soon as practicable thereafter (but in no event later than March 15 of the calendar year immediately following the last day of the Performance Period);

 

  (b) The Participant’s death or as soon as practicable thereafter (but in no event later than March 15 of the calendar year following the year in which the Participant’s death occurred).

 

     Fractional Performance Share Units that constitute less than a single share may be rounded to the nearest full Share or converted to cash, at the Company’s option.

 

6. Rights as Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to Performance Share Units. The Participant will obtain full voting and other rights as a shareholder of the Company upon the payment of the Performance Share Units in Shares as provided in Section 5 or 8 of this Agreement.

 

7. Dividends Equivalents . The Participant shall be entitled to receive dividend equivalents, which represent the right to receive Shares measured by the dividend payable with respect to the corresponding number of unvested Performance Share Units. Dividend equivalents on Performance Share Units will accrue and be reinvested into additional Performance Share Units throughout the three-year Performance Period. Subject to continued employment with the Company, the dividend equivalents shall vest and be settled at the same time and in the same proportion as the Performance Share Units to which they relate. Participants will not be entitled to any dividend equivalent amount on Performance Share Units covered by this Agreement which are not ultimately earned.

 

8. Change of Control .

 

  (a) Company No Longer Exists . Upon a Change of Control which occurs on or before the last day of the Performance Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2, 3, 4 and 5 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the Target Number of Performance Share Units awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows:

 

  (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional Performance Share Units attributable to accrued dividend equivalents as of the date of the Change of Control;

 

  (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited;

 

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  (iii) If the Participant remains employed with the Company or its successor until the payment date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the calendar year immediately following the last day of the Performance Period, or as soon as practicable thereafter (but in no event later than March 15 of the calendar year immediately following the last day of the Performance Period);

 

  (iv) If the Participant retired (as described in Section 4(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 8(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control;

 

  (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability;

 

  (vi) If the Participant has a qualifying termination (as defined in Section 8(c) of this Agreement) before the last day of the Vesting Period, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and

 

  (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, this award, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any Performance Share Units.

 

  (b) Company Continues to Exist . If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following:

 

  (i) As set forth in Section 5 of this Agreement in accordance with the vesting provisions of Sections 4(a), (b), (c) and (d) of this Agreement; or

 

  (ii) If the Participant experiences a qualifying termination (as defined in Section 8(c) of this Agreement) during the two-year period following the Change of Control and the termination occurs during the Performance Period, the Participant will be entitled to one hundred percent (100%) of the Performance Share Units he would have received had he remained employed by the Company for the entire Vesting Period based on the actual performance of the Company during the entire Performance Period. Such Performance Share Units will vest on the last day of the Performance Period and the vested Performance Share Units will be paid in Shares in January of the calendar year immediately following the last day of the Performance Period or as soon as practicable thereafter (but in no event later than March 15 of the calendar year immediately following the last day of the Performance Period).

 

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  (c) Qualifying Termination . For purposes of Sections 8(a)(vi) and 8(b)(ii) of this Agreement, a qualifying termination means (i) an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers (as in effect immediately prior to the Change of Control).

 

  (d) Termination in Anticipation of Change of Control . If a Participant qualifies for benefits as provided in the last sentence of Section 4.1 of the Change of Control Severance Plan, or if a Participant is not a Participant in the Change of Control Severance Plan but is terminated within six (6) months prior to the Change of Control and qualifies for severance benefits under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers and the Participant’s termination of employment occurs before the calculated Performance Share Units are paid, then the Participant shall receive (i) upon a Change of Control described in Section 8(a) of this Agreement, an immediate cash payout equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in the Notice to this Agreement plus the additional Performance Share Units attributable to accrued dividend equivalents or (ii) upon a Change of Control described in Section 8(b) of this Agreement, the payout provided for in Section 8(b) of this Agreement.

 

9. All Other Terminations. No distribution of any Shares will be made in the event of a termination of employment for any reason not otherwise described in Section 4 or 8, including a voluntary resignation (other than for Retirement), a termination for Cause or a termination without Cause (other than a qualifying termination), at any time prior to payout of the Shares.

 

10. Participant Obligations .

 

  (a) Detrimental Conduct or Activity . If the Participant engages in conduct or activity that is detrimental to the Company, including but not limited to violating Sections 10(b) and 10(c) of this Agreement, after the Performance Share Units are paid, or if the Company learns of the detrimental conduct or activity after the Performance Share Units are paid, and such conduct occurred less than one year after the Participant’s employment with the Company ended, the following shall apply.

 

  (i) If the Participant retired, the Participant shall not be entitled to receive payment of any Shares that would otherwise be payable to the Participant with respect to the last award of Performance Share Units granted to the Participant before his termination of employment due to retirement.

 

  (ii) In all other cases, the Participant shall repay to the Company the equivalent of the value of Shares received as of the payment date determined under Section 5 of this Agreement within thirty (30) days of receiving a demand from the Company for the repayment of the award.

 

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     Finally, the Company shall be entitled to an award of attorneys’ fees incurred with securing any relief hereunder and/or pursuant to a breach or threatened breach of Sections 10(b) and 10(c).

 

  (b) Confidentiality . Participants, by virtue of their position with the Company, have access to and/or receive trade secrets and other confidential and proprietary information about the Company’s business that is not generally available to the public and which has been developed or acquired by the Company at considerable effort and expense (hereinafter “Confidential Information”). Confidential Information includes, but is not limited to, information about the Company’s business plans and strategy, environmental strategy, legal strategy, legislative strategy, finances, marketing, management, operations, and/or personnel. The Participant agrees that, both during and after the Participant’s employment with the Company, the Participant:

 

  (i) will only use Confidential Information in connection with the Participant’s duties and activities on behalf of or for the benefit of the Company;

 

  (ii) will not use Confidential Information in any way that is detrimental to the Company;

 

  (iii) will hold the Confidential Information in strictest confidence and take reasonable efforts to protect such Confidential Information from disclosure to any third party or person who is not authorized to receive, review or access the Confidential Information;

 

  (iv) will not use Confidential Information for the Participant’s own benefit or the benefit of others, without the prior written consent of the Company; and

 

  (v) will return all Confidential Information to the Company within two business days of the Participant’s termination of employment or immediately upon the Company’s demand to return the Confidential Information to the Company.

 

  (c) Non-Solicitation . The Participant agrees that, for one year from the end of the Participant’s employment, the Participant will not, directly or indirectly, on behalf of the Participant or any other person, company or entity:

 

  (i) market, sell, solicit, or provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity that: (i) is a customer or potential customer of the Company during the twelve (12) months prior to the Participant’s termination of employment and (ii) with which the Participant (A) had direct contact with during the twelve (12) months prior to the Participant’s termination of employment or (B) possessed, utilized or developed Confidential Information about during the twelve (12) months prior to the Participant’s termination of employment;

 

  (ii) raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of the Company, or any person who was an employee or independent contractor of the Company during the 24 months preceding the Participant’s termination, to leave the employ of, terminate or reduce the person’s employment or business relationship with the Company; or

 

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  (iii) interfere with the performance of any Company employee or independent contractor’s duties for the Company.

 

  (d) Acknowledgments and Remedies . The Participant acknowledges and agrees that the Confidentiality and Non-Solicitation provisions set forth above are necessary to protect the Company’s legitimate business interests, such as its Confidential Information, goodwill and customer relationships. The Participant acknowledges and agrees that a breach by the Participant of either the Confidentiality or Non-Solicitation provision will cause irreparable damage to the Company for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order, an injunction, or other equitable or extraordinary relief that restrains any further violation or threatened violation of either the Confidentiality or Non-Solicitation provision, as well as an order requiring the Participant to comply with the Confidentiality and/or Non-Solicitation provisions. The Company’s right to a restraining order, an injunction, or other equitable or extraordinary relief shall be in addition to all other rights and remedies to which the Company may be entitled to in law or in equity, including, without limitation, the right to recover monetary damages for the Participant’s violation or threatened violation of the Confidentiality and/or Non-Solicitation provisions. Finally, the Company shall be entitled to an award of attorneys’ fees incurred in connection with securing any relief hereunder and/or pursuant to a breach or threatened breach of the Confidentiality and/or Non-Solicitation provisions.

 

11. Nontransferability . Performance Share Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Performance Share Units is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the Performance Share Units, the Participant’s right to such Performance Share Units will be immediately forfeited to the Company, and this Agreement will lapse.

 

12. Requirements of Law . The granting of Performance Share Units under the Plan and this Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

 

13. Tax Withholding . The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

 

14.

Stock Withholding . With respect to withholding required upon any taxable event arising as a result of Performance Share Units granted hereunder, the Company, unless notified

 

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  by the Participant in writing within thirty (30) days prior to the taxable event that the Participant will satisfy the entire minimum tax withholding requirement by means of personal check or other cash equivalent, will satisfy the tax withholding requirement by withholding Shares having a Fair Market Value equal to (i) the total minimum statutory amount required to be withheld on the transaction, or (ii) such other amount as may be withheld pursuant to the Plan and such withholding would not cause adverse accounting consequences or costs. The Participant agrees to pay to the Company, its Affiliates and/or its Subsidiaries any amount of tax that the Company, its Affiliates and/or its Subsidiaries may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.

 

15. Administration . This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.

 

16. Continuation of Employment . This Agreement does not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.

 

17. Amendment to the Plan . The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect in any material way the Participant’s rights under this Agreement, without the Participant’s written approval.

 

18. Amendment to this Agreement . The Company may amend this Agreement in any manner, provided that no such amendment may adversely affect in any material way the Participant’s rights hereunder without the Participant’s written approval except as otherwise permitted by the Plan.

 

19. Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

 

20. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.

 

21. Applicable Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement will be determined and governed by the laws of the State of Missouri without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation will be conducted in the federal or state courts of the State of Missouri.

 

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22. Section 409A of the Code. This Agreement shall be interpreted in a manner that satisfies the requirements of Code Section 409A. The Committee may make changes in the terms or operation of the Plan and/or this Agreement (including changes that may have retroactive effect) deemed necessary or desirable to comply with Code Section 409A. The Company makes no representations or covenants that this award will comply with Section 409A of the Code.

 

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EXHIBIT 1

Total Shareholder Return

Total Shareholder Return shall be calculated as follows:

 

LOGO

Peer Group

The criteria used to develop the peer group for 2018 - 2020 are shown below*:

– Classified as a NYSE investor-owned utility within SNL’s SEC/Public Companies Power Database

– Minimum S&P credit rating of BBB- (investment grade)

– Not an announced acquisition target

– Not undergoing a major restructuring including, but not limited to, a major spin-off or sale of a significant asset

– Market capitalization greater than $2 billion

– Dividends flat or growing over the past 12 month period

*The peer group guidelines were developed to provide objective guidance regarding the appropriate peer group under the PSUP. The Human Resources Committee of the Board of Directors may choose to include additional companies or exclude companies based upon their relevance.

Based on the above, the following are the peer group companies.

 

Company

  

Ticker

    

Company

  

Ticker

Alliant Energy Corporation

   LNT      PG&E Corporation    PCG

American Electric Power Company

   AEP      Pinnacle West Capital Corporation    PNW

CMS Energy Corporation

   CMS      PNM Resources, Inc.    PNM

Consolidated Edison, Inc.

   ED      Portland General Electric Company    POR

Duke Energy Corporation

   DUK      SCANA Corporation    SCG

Edison International

   EIX      Southern Company    SO

Eversource Energy

   ES      Vectren Corporation    VVC

IDACORP, Inc.

   IDA      WEC Energy Group    WEC

NiSource, Inc.

   NI      Westar Energy, Inc.    WR

Northwestern Corporation

   NWE      Xcel Energy, Inc.    XEL

 

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M&A Activity

The following guidelines will be used by the Committee to determine treatment of peer companies engaged in M&A transactions that have impacted the relative peer company performance. These guidelines will apply upon the public announcement, or reputable media or analyst report of:

– A potential or actual takeover attempt, or definitive agreement to be acquired

– Discussions or a tender offer that if consummated would lead to Change In Control

– Receipt of a ‘bear hug’ letter

– An exploration of company-wide strategic alternatives, or a major restructuring

The guidelines, outlined in the following table, give consideration to the timing of the public announcement or report (based on objective evidence) in order to anticipate and avoid run-ups from leaks of deals prior to a public announcement.

 

Timing of Announcement or Report

  

Treatment in Percentile Calculation

Within 1 st  18 months of  performance period

   Peer will be eliminated from the peer group and ignored for calculation purposes

Within 2 nd 18 months of performance

period

  

–  The peer will be fixed above or below Ameren using TSR for both companies before the announcement or report

 

–  TSR calculation will be based on the beginning of performance period through 90 calendar days before the announcement or report

 

–  Will use 30-trading-day average prices on each end

 

- 11 -

Form of 2018 Restricted Stock Unit

Award Agreement

January 1, 2018

Ameren Corporation

2018 Restricted Stock Unit Award Agreement

THIS AGREEMENT, effective January 1, 2018 (the “Grant Date”), represents the grant of Restricted Stock Units by Ameren Corporation (“Ameren”) to the Participant set forth in the Notice of 2018 Restricted Stock Unit Award (“Notice”), pursuant to the provisions of the Ameren Corporation 2014 Omnibus Incentive Compensation Plan, as it may be amended from time to time (the “Plan”). The Notice is included in and made part of this Agreement.

The Plan provides a description of the terms and conditions governing the Restricted Stock Units. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will completely supersede and replace the conflicting terms of this Agreement. All capitalized terms will have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

 

1. Notice of Grant . The Notice, as attached hereto, sets forth the number of Restricted Stock Units (the “RSUs”) granted to the Participant and the Vesting Period.

 

     Each RSU represents the right to receive one Share (as defined in the Plan) as of the Payment Date (defined in Section 2), to the extent the Participant is vested in such RSUs as of the Payment Date and subject to the terms of this Agreement and the Plan.

 

     Notwithstanding anything in this Agreement to the contrary, for Participants who are Section 16 reporting officers, the value of vested Performance Share Units, if any, and vested Restricted Stock Units, if any, paid to the Participant under this Agreement shall in no event exceed 1.2% of Ameren’s cumulative GAAP Net Income for the three year calendar period beginning on the Grant Date, as determined by the Human Resources Committee (the “Committee”) in its sole discretion, subject to the maximum payout amount set forth in Section 4.03(e) of the Plan and the Committee’s right to adjust payment downwards pursuant to Section 12.06 of the Plan.

 

2. Vesting of RSUs . Subject to provisions set forth in Section 6 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of Ameren, Section 7 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 8 of this Agreement relating to Participant’s obligations, the RSUs will vest as set forth below.

 

  (a) Vesting Period. Provided the Participant has continued employment with Ameren or any Affiliate or Subsidiary (the “Company”) through the Vesting Period, one hundred percent (100%) of the Shares relating to all RSUs set forth in the Notice plus any accrued dividend equivalents will vest on the date on which Shares are delivered pursuant to this Section (the “Payment Date”). The restrictions set forth in this Agreement with respect to the RSUs shall lapse when the Shares are delivered to the Participant on the Payment Date, unless forfeited as described in this Section or as may be provided in accordance with Sections 8; or

 

  (b)

Death. Provided the Participant has continued employment with the Company through the date of his death and such death occurs prior to the Payment Date,

  the Participant will be entitled to a prorated award based on the number of RSUs set forth in the Notice to this Agreement plus accrued dividend equivalents as of the date of death, with such prorated number based upon the total number of days the Participant worked from the Grant Date through the third December 31 following the Grant Date.; or

 

  (c) Disability. Provided the Participant has continued employment with the Company through the date of his Disability (as defined in Code Section 409A) and such Disability occurs prior to the Payment Date, the Vesting Period shall continue to lapse and the Participant shall receive one hundred percent (100%) of the Shares relating to all RSUs set forth in the Notice plus any accrued dividend equivalents he would have received had he remained employed by the Company through the Payment Date; or

 

  (d) Retirement. Provided the Participant has continued employment with the Company through the date of retirement (as described below) and such retirement occurs before the Payment Date if the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), the Vesting Period shall continue to lapse and the Participant is entitled to receive a prorated award based on the number of RSUs set forth in the Notice to this Agreement plus accrued dividend equivalents as of the date termination with the prorated number based upon the total number of days the Participant worked from the Grant Date through the third December 31 following the Grant Date. The pro-rata number of Shares shall be delivered to the Participant on the Payment Date.

 

     Notwithstanding anything in this Agreement to the contrary, no Restricted Stock Units will be paid to the Participant, nor shall the Participant be entitled to payment, if the Participant’s employment with the Company terminates during the Vesting Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 6.

 

     For purposes of this Agreement, any reference to a termination of employment shall be interpreted to comply with Section 409A of the Internal Revenue Code (“Section 409A”). To the extent payments are made during the periods permitted under Section 409A (including any applicable periods before or after the specified payment dates set forth in this Section), the Company shall be deemed to have satisfied its obligations under the Plan and shall be deemed not to be in breach of its payments obligations hereunder.

 

3. Form and Timing of Payment . All payments of vested RSUs pursuant to this Agreement will be made in the form of Shares. Except as otherwise provided in this Agreement, payment will be made upon the earlier to occur of the following:

 

  (a) February of the third calendar year following the calendar year that includes the Grant Date or as soon as practicable thereafter (but in no event later than March 15 of such calendar year);

 

  (b) The Participant’s death or as soon as practicable thereafter (but in no event later than March 15 of the calendar year following the year in which the Participant’s death occurred).

 

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     Fractional RSUs that constitute less than a single share may be rounded to the nearest full Share or converted to cash, at the Company’s option.

 

4. Rights as Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to any RSUs. The Participant will obtain full voting and other rights as a shareholder of the Company upon the delivery of Shares as provided in Section 3 and 6 of this Agreement.

 

5. Dividend Equivalents . The Participant shall be entitled to receive dividend equivalents, which represent the right to receive Shares measured by the dividend payable with respect to the corresponding number of unvested RSUs. Dividend equivalents on RSUs will accrue and be reinvested into additional RSUs throughout the Vesting Period. Subject to continued employment with the Company, the dividend equivalents shall vest and be settled at the same time and in the same proportion as the RSUs to which they relate. Participants will not be entitled to any dividend equivalent amount on RSUs covered by this Agreement which are not ultimately earned.

 

6. Change of Control.

 

  (a) Company No Longer Exists . Upon a Change of Control which occurs on or before the last day of the Vesting Period in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, Sections 2 and 3 of this Agreement, unless otherwise provided, shall no longer apply and instead, the amount distributed under this award shall be based on the number of RSUs awarded as set forth in the Notice to this Agreement plus any accrued dividend equivalents and interest as follows:

 

  (i) The amount underlying this award as of the date of the Change of Control shall equal the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents as of the date of the Change of Control;

 

  (ii) Interest on this award shall accrue based on the prime rate (adjusted on the first day of each calendar quarter) as published in the “Money Rates” section in the Wall Street Journal from the date of the Change of Control until this award is distributed or forfeited;

 

  (iii) If the Participant remains employed with the Company or its successor until the Payment Date, this award, including interest, shall be paid to the Participant in an immediate lump sum in January of the third calendar year following the calendar year that includes the Grant Date, or as soon as practicable thereafter (but in no event later than March 15 of such calendar year);

 

  (iv) If the Participant retired (as described in Section 2(d) of this Agreement) or terminated employment due to Disability prior to the Change of Control under Section 6(a) of this Agreement, the Participant shall immediately receive payment under this award upon such Change of Control;

 

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  (v) If the Participant remains employed with the Company or its successor until his death or Disability which occurs after the Change of Control and before the last day of the Vesting Period, the Participant (or his estate or designated beneficiary) shall immediately receive payment under this award, including interest (if any), upon such death or Disability;

 

  (vi) If the Participant has a qualifying termination (as defined in Section 6(c) of this Agreement) before the last day of the Vesting Period, the Participant shall immediately receive payment under this award, including interest (if any), upon such termination; and

 

  (vii) In the event the Participant terminates employment before the end of the Vesting Period for any reason other than as described in Sections (iv), (v) or (vi) above, this award, including interest (if any), the Participant shall not receive payment of, nor shall be entitled to payment for, any RSUs.

 

  (b) Company Continues to Exist . If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the RSUs will pay out upon the earliest to occur of the following:

 

  (i) In accordance with the vesting provisions of Sections 2 of this Agreement; or

 

  (ii) If the Participant experiences a qualifying termination (as defined in Section 6(c) of this Agreement) during the two-year period following the Change of Control and the termination occurs during the Vesting Period, the Participant will be entitled to one hundred percent (100%) of the RSUs he would have received had he remained employed by the Company for the entire Period. Such RSUs will vest on the last day of the Vesting Period and the vested RSUs will be paid in Shares in January of the calendar year immediately following the last day of the Vesting Period or as soon as practicable thereafter (but in no event later than March 15 of the third calendar year following the calendar year that includes the Grant Date).

 

  (c) Qualifying Termination . For purposes of Sections 6(a)(vi) and 6(b)(ii) of this Agreement, a qualifying termination means (i) an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) an involuntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers (as in effect immediately prior to the Change of Control).

 

  (d)

Termination in Anticipation of Change of Control . If a Participant qualifies for benefits as provided in the last sentence of Section 4.1 of the Change of Control Severance Plan, or if a Participant is not a Participant in the Change of Control Severance Plan but is terminated within six (6) months prior to the Change of Control and qualifies for severance benefits under the Ameren Corporation Severance Plan for Ameren Employees or the Ameren Corporation Severance Plan for Ameren Officers and the Participant’s termination of employment occurs before the calculated RSUs are paid, then the Participant shall receive (i) upon a

 

4

  Change of Control described in Section 6(a) of this Agreement, an immediate cash payout equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the number of RSUs awarded as set forth in the Notice to this Agreement plus the additional RSUs attributable to accrued dividend equivalents or (ii) upon a Change of Control described in Section 6(b) of this Agreement, the payout provided for in Section 6(b) of this Agreement.

 

7. All Other Terminations. No distribution of any Shares will be made in the event of a termination of employment for any reason not otherwise described in Section 2 or 6, including a voluntary resignation (other than for Retirement), a termination for Cause or a termination without Cause (other than a qualifying termination), at any time prior to payout of the Shares.

 

8. Participant Obligations.

 

  (a) Detrimental Conduct or Activity . If the Participant engages in conduct or activity that is detrimental to the Company, including but not limited to violating Sections 8(b) and 8(c) of this Agreement, after the RSUs are paid, or if the Company learns of the detrimental conduct or activity after the RSUs are paid, and such conduct occurred less than one year after the Participant’s employment with the Company ended, the following shall apply.

 

  (i) If the Participant retired, the Participant shall not be entitled to receive payment of any Shares that would otherwise be payable to the Participant with respect to the last award of Performance Share Units granted to the Participant before his termination of employment due to retirement.

 

  (ii) In all other cases, the Participant shall repay to the Company the equivalent of the value of Shares received as of the payment date determined under Section 5 of this Agreement within thirty (30) days of receiving a demand from the Company for the repayment of the award.

 

     Finally, the Company shall be entitled to an award of attorneys’ fees incurred with securing any relief hereunder and/or pursuant to a breach or threatened breach of Sections 8(b) and 8(c).

 

  (b) Confidentiality . Participants, by virtue of their position with the Company, have access to and/or receive trade secrets and other confidential and proprietary information about the Company’s business that is not generally available to the public and which has been developed or acquired by the Company at considerable effort and expense (hereinafter “Confidential Information”). Confidential Information includes, but is not limited to, information about the Company’s business plans and strategy, environmental strategy, legal strategy, legislative strategy, finances, marketing, management, operations, and/or personnel. The Participant agrees that, both during and after the Participant’s employment with the Company, the Participant:

 

  (i) will only use Confidential Information in connection with the Participant’s duties and activities on behalf of or for the benefit of the Company;

 

5

  (ii) will not use Confidential Information in any way that is detrimental to the Company;

 

  (iii) will hold the Confidential Information in strictest confidence and take reasonable efforts to protect such Confidential Information from disclosure to any third party or person who is not authorized to receive, review or access the Confidential Information;

 

  (iv) will not use Confidential Information for the Participant’s own benefit or the benefit of others, without the prior written consent of the Company; and

 

  (v) will return all Confidential Information to the Company within two business days of the Participant’s termination of employment or immediately upon the Company’s demand to return the Confidential Information to the Company.

 

  (c) Non-Solicitation . The Participant agrees that, for one year from the end of the Participant’s employment, the Participant will not, directly or indirectly, on behalf of the Participant or any other person, company or entity:

 

  (i) market, sell, solicit, or provide products or services competitive with or similar to products or services offered by the Company to any person, company or entity that: (i) is a customer or potential customer of the Company during the twelve (12) months prior to the Participant’s termination of employment and (ii) with which the Participant (A) had direct contact with during the twelve (12) months prior to the Participant’s termination of employment or (B) possessed, utilized or developed Confidential Information about during the twelve (12) months prior to the Participant’s termination of employment;

 

  (ii) raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of the Company, or any person who was an employee or independent contractor of the Company during the 24 months preceding the Participant’s termination, to leave the employ of, terminate or reduce the person’s employment or business relationship with the Company; or

 

  (iii) interfere with the performance of any Company employee or independent contractor’s duties for the Company.

 

  (d)

Acknowledgments and Remedies . The Participant acknowledges and agrees that the Confidentiality and Non-Solicitation provisions set forth above are necessary to protect the Company’s legitimate business interests, such as its Confidential Information, goodwill and customer relationships. The Participant acknowledges and agrees that a breach by the Participant of either the Confidentiality or Non-Solicitation provision will cause irreparable damage to the Company for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order, an injunction, or other equitable or extraordinary relief that restrains any further violation or threatened violation of either the Confidentiality or Non-Solicitation provision, as well as an order requiring the Participant to comply with the Confidentiality and/or

 

6

  Non-Solicitation provisions. The Company’s right to a restraining order, an injunction, or other equitable or extraordinary relief shall be in addition to all other rights and remedies to which the Company may be entitled to in law or in equity, including, without limitation, the right to recover monetary damages for the Participant’s violation or threatened violation of the Confidentiality and/or Non-Solicitation provisions. Finally, the Company shall be entitled to an award of attorneys’ fees incurred in connection with securing any relief hereunder and/or pursuant to a breach or threatened breach of the Confidentiality and/or Non-Solicitation provisions.

 

9. Nontransferability . RSUs awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of RSUs is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the RSUs, the Participant’s right to such RSUs will be immediately forfeited to the Company, and this Agreement will lapse.

 

10. Requirements of Law . The granting of RSUs under the Plan and this Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

 

11. Tax Withholding . The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

 

12. Stock Withholding . With respect to withholding required upon any taxable event arising as a result of RSUs granted hereunder, the Company, unless notified by the Participant in writing within thirty (30) days prior to the taxable event that the Participant will satisfy the entire minimum tax withholding requirement by means of personal check or other cash equivalent, will satisfy the tax withholding requirement by withholding Shares having a Fair Market Value equal to (i) the total minimum statutory amount required to be withheld on the transaction, or (ii) such other amount as may be withheld pursuant to the Plan and such withholding would not cause adverse accounting consequences or costs. The Participant agrees to pay to the Company, its Affiliates and/or its Subsidiaries any amount of tax that the Company, its Affiliates and/or its Subsidiaries may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.

 

13. Administration . This Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.

 

14. Continuation of Employment . This Agreement does not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.

 

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15. Amendment to the Plan . The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect in any material way the Participant’s rights under this Agreement without the Participant’s written approval.

 

16. Amendment to this Agreement . The Company may amend this Agreement in any manner, provided that no such amendment may adversely affect in any material way the Participant’s rights hereunder without the Participant’s written approval except as otherwise permitted by the Plan.

 

17. Successor . All obligations of the Company under the Plan and this Agreement, with respect to the award will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

 

18. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.

 

19. Applicable Laws and Consent to Jurisdiction . The validity, construction, interpretation, and enforceability of this Agreement will be determined and governed by the laws of the State of Missouri without giving effect to the principles of conflicts of law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction and agree that such litigation will be conducted in the federal or state courts of the State of Missouri.

 

20. Section 409A of the Code. This Agreement shall be interpreted in a manner that satisfies the requirements of Code Section 409A. The Committee may make changes in the terms or operation of the Plan and/or this Agreement (including changes that may have retroactive effect) deemed necessary or desirable to comply with Code Section 409A. The Company makes no representations or covenants that this award will comply with Section 409A of the Code.

 

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Ameren Corporation Severance Plan

for

Ameren Officers

Plan and Summary Plan Description

Effective January 1, 2018

 

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Table of Contents

 

Section    Page  

Introduction

     3  

Purpose

     3  

Effective Date

     3  

Definitions

     3  

Eligibility

     4  

Severance Pay and Benefits

     4  

Severance Pay

     4  

Medical Continuation

     5  

Outplacement Assistance

     5  

Payment of Benefits

     5  

Requirements of Effective Release

     6  

At-Will Employment

     6  

General Plan Information

     6  

Plan Name

     6  

Plan Administrator

     7  

Agent for Service of Legal Process

     7  

Identification Numbers

     7  

Plan Year/Fiscal Year

     7  

Type of Plan

     7  

Funding

     7  

Amendment and Termination

     7  

Assignment or Alienation

     8  

Rights Under ERISA

     8  

Receive Information About Your Plan and Benefits

     8  

Prudent Actions by Plan Fiduciaries

     8  

Enforce Your Rights

     8  

Assistance with Your Questions

     9  

Claims Procedure

     9  

 

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Introduction

The Ameren Corporation Severance Plan for Ameren Officers (herein referred to as the “Plan”) is sponsored by Ameren Corporation and is offered to Officers of Ameren Corporation and its participating subsidiaries (referred to collectively as “Ameren”). A complete list of participating subsidiaries may be obtained, and is available for examination, by Officers upon written request to the Plan Administrator.

Purpose

The purpose of the Plan is to provide severance pay and benefits to Officers of Ameren who are terminated under circumstances specified below. It is intended to be an employee welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

Effective Date

The Plan is effective January 1, 2018 and shall continue as set forth herein unless or until amended, suspended or terminated by Ameren.

Definitions

Several words and phrases used to describe the Plan are capitalized whenever they are used in this summary. These words and phrases have special meanings as explained below.

Annual Base Salary means the annual rate of salary in effect at termination of employment with Ameren.

Cause means one or more of the following:

 

  – The Officer’s willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the Officer’s Disability);

 

  – Gross negligence in the performance of the Officer’s duties which results in material financial harm to Ameren;

 

  – The Officer’s conviction of, or plea of guilty or nolo contendere , to any felony or any other crime involving the personal enrichment of the Officer at the expense of Ameren or shareholders of Ameren; or

 

  – The Officer’s willful engagement in conduct that is demonstrably and materially injurious to Ameren, monetarily, reputational or otherwise.

Disabled or Disability means a disability which qualifies the Officer for benefits under the Ameren Long-Term Disability Plan.

Eligible Termination means termination by Ameren without Cause, including but not limited to, a termination due to reduction in force; elimination of position; or change in strategic direction.

However, terminations, including but not limited to the following circumstances, are not Eligible Terminations:

 

  – Voluntary termination;

 

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  – Involuntary termination for Cause;

 

  – Disabled or placed on long-term Disability;

 

  – Leave of absence; or

 

  – Death; or

 

  – Refuses to accept an offered re-assignment or relocation.

Officer means Assistant Vice President and all higher level officer positions including Vice President, Senior Vice President, Executive Vice President, President and CEO.

Eligibility

To receive severance pay and benefits under the Plan, an individual must be an Officer at the time of the Eligible Termination.

Severance Pay and Benefits

Subject to the terms and conditions of this Plan, an Officer shall be eligible for the following severance pay and benefits if the Officer experiences an Eligible Termination and complies with all other requirements for receipt of the severance pay and benefits. Notwithstanding the foregoing, all severance agreements that were maintained through the Company remain in effect as part of the Plan. As a result, if an Officer is eligible for severance pay and benefits under another severance agreement, plan or policy, including but not limited to the Second Amended and Restated Change of Control Severance Plan, and such amount is greater than the amount outlined in this Plan, he or she shall be entitled to the greater amount and will not be entitled to any payouts under this Plan.

Severance Pay

 

Position at Termination

  

Severance Pay

CEO or Executive Leadership Team

  

1 x Annual Base Salary plus an amount

equal to the EIP Target Incentive Award

All other Officers

   1 x Annual Base Salary

For CEO and ELT, the Target Incentive Award shall be the target annual cash incentive award that an officer is eligible to earn pursuant to Ameren’s Executive Incentive Plan or any successor to such plan (“EIP”) for the year in which he or she experiences an Eligible Termination.

In addition, all Officers (including CEO and ELT) who participate in the Ameren Executive Incentive Plan for Officers shall receive the annual cash incentive award payable based on actual performance pursuant to the EIP, prorated for the number of days worked in the calendar year in which the termination occurred, and subject to the individual performance modifier under the EIP, assuming the Officer signed and returned the approved general release and waiver within the appropriate deadlines and without timely revocation. Such amount shall be paid notwithstanding any contrary term of the EIP.

 

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Severance payments shall be subject to all applicable federal and state tax withholding, including FICA, and any other requirements of law. Payments made under this Plan are not considered to be eligible earnings for pension or 401K purposes. Severance payments hereunder shall be in addition to any pay for accrued but unused vacation or personal days to which a terminated Officer may be entitled. Any amounts payable under the Plan shall be offset by any amount owed by the Officer to Ameren.

Severance payments provided hereunder are the maximum benefits that Ameren will pay. To the extent that any federal, state or local law, including, without limitation, any laws that require Ameren to give advance notice or make a payment of any kind to an Officer because of that Officer’s involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control, or any other event or reason, the benefits provided under this Plan shall either be reduced or eliminated by the amount Ameren is required to pay under such law. The benefits provided under this Plan are intended to satisfy any and all statutory obligations that may arise out of an Officer’s involuntary termination for the reasons set forth in this paragraph, and the Plan Administrator shall so construe and implement the terms of the Plan.

Medical Continuation

Continuation of medical benefits for up to 18 months for all Officers is provided under the regular COBRA provisions of the Ameren Group Medical Plan. If the Officer elects COBRA continuation coverage, the Plan will provide a COBRA subsidy benefit for up to the first 12 months of COBRA coverage equal to 100% of the applicable COBRA cost. No COBRA subsidy is available under the Plan beyond the first 12 months of COBRA continuation coverage for such Officers.

Outplacement Assistance

Officers will receive up to $25,000 in outplacement career transition services for 12 months upon an Eligible Termination. The Officer will not be entitled to cash in lieu of these services.

Payment of Benefits

Except as provided above, severance pay and benefits provided hereunder shall be paid in a lump sum (or, with respect to Ameren’s portion of the COBRA cost, in installments when due under the Ameren Group Medical Plan), less any applicable withholding, as soon as administratively practical after the effective termination day (but, subject to any other provisions of the Plan, no later than 60 days after such date); provided, however, that no payments shall be made before such date as the release described in “Requirements of Effective Release” below has become effective and any revocation period has expired.

Notwithstanding anything in the Plan to the contrary, the Plan is intended to comply with the short-term deferral exemption from Internal Revenue Code Section 409A, or, to the extent it is not exempt, to comply with the requirements of Code Section 409A. The Plan will be administered and interpreted consistent with that intent. Without limiting the generality of the foregoing, in the event that payments under the Plan are subject to Section 409A, no payment to a specified employee as defined in Section 409A shall be made until the first day of the seventh month after the month in which he incurs a separation from service (or if earlier the date of his death). The Company makes no representation or covenants that the Plan will comply with Internal Revenue Code Section 409A.

 

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Requirements of Effective Release

In addition to the requirements described above, it shall be a condition of eligibility for the severance pay and benefits provided hereunder that the Officer shall have signed a release in a form acceptable to Ameren and such release shall have become effective in accordance with its terms. If the Officer does not sign and not revoke any such release during the period of consideration, any offer of severance pay and benefits under the Plan shall be null and void. As a further condition of eligibility for the severance pay and benefits provided hereunder, such release may also include a requirement to comply with certain restrictive covenants to the extent applicable to an Officer’s position. The failure or refusal of an Officer to sign such a release during the period for consideration or the revocation of such release, to the extent permitted by its terms, shall disqualify the Officer from receiving severance payments hereunder. If an Officer files a lawsuit, charge, complaint or other claim asserting any claim or demand within the scope of the release, whether or not such claim is valid, Ameren shall retain all rights and benefits of the release and in addition, shall be entitled to cancel any and all future obligations of Ameren under the release and recoup the value of all payments and benefits paid hereunder, together with Ameren’s costs and attorney’s fees.

At-Will Employment

An Officer covered by the Plan is an at-will employee of Ameren whose employment may be terminated by Ameren at any time for any reason whatsoever, with or without prior notice. The Plan does not, and will not, confer upon an Officer any right to continuation of employment by Ameren nor will this Plan interfere in any way with Ameren’s right to terminate the Officer’s employment at any time.

General Plan Information

Plan Name

The Ameren Corporation Severance Plan for Ameren Officers, a component part of the Ameren Miscellaneous Healthcare and Fringe Benefit Plan.

 

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Plan Administrator

The Administrative Committee is the Plan Administrator. The Plan Administrator shall have all powers necessary to determine, in his or her sole discretion, all questions concerning the administration of the Plan, including questions of eligibility and of the amount of any benefits payable hereunder. In addition, the Plan Administrator shall have full discretionary authority to interpret and apply the provisions of the Plan, including authority to correct any defects or omissions or to reconcile any inconsistencies herein, in such manner and to such an extent as he or she shall deem necessary or desirable to effectuate the Plan. The Plan Administrator may make such rules and regulations for the administration of the Plan as he or she deems necessary or desirable. Any determination by the Plan Administrator within the scope of his or her authority and any action taken thereon in good faith shall be conclusive and binding on all persons. Any questions concerning the administration of the Plan should be directed to:

Administrative Committee

c/o Ameren Services Company

Employee Benefits Department

1901 Chouteau Avenue

Mail Code 533

St. Louis, Missouri 63166-6149

Telephone: 877.7my.Ameren (877.769.2637), Option #4

The Plan shall be interpreted, governed and administered in accordance with the laws of the State of Missouri to the extent such laws are not preempted by ERISA.

Agent for Service of Legal Process

The General Counsel of Ameren Services Company is the agent for service of legal process. The agent can be contacted by writing to:

General Counsel

Ameren Services Company

1901 Chouteau Avenue

PO Box 66149

St. Louis, Missouri 63166-6149

Service of legal process also may be made upon the Plan Administrator.

Identification Numbers

The employer identification number assigned by the Internal Revenue Service for tax purposes to Ameren Corporation is 43-1723446, and the employer identification number assigned to Ameren Services Company is 43-1799279. The Plan identification number assigned by Ameren Corporation pursuant to governmental instruction is 503.

Plan Year/Fiscal Year

The Plan Year begins on January 1 and ends on December 31. Plan records are maintained on this basis.

Type of Plan

Severance

Funding

Benefits payable under the Plan shall be paid from the general funds of Ameren. No trust fund or other segregated fund shall be established for this purpose.

Amendment and Termination

This Plan may be amended, suspended, or terminated by the Committee, in its sole discretion. The Committee may take any such action with respect to a particular Officer or group of Officers; however, twelve month’ notice is required if the amount of potential severance pay and benefits is to be reduced. Severance pay and benefits for Eligible Terminations that occur before such Committee action shall not be impacted.

 

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Assignment or Alienation

No right or interest of any Officer in the Plan is assignable or transferable, either directly or by operation of law and no right or interest of any Officer in the Plan is liable for any obligation or liability of such Officer.

Rights Under ERISA

As a participant in the Ameren Corporation Severance Plan for Ameren Officers, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

 

  – Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the plan, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor.

 

  – Obtain, upon written request to the Plan Administrator, copies of all documents governing the operation of the plan, and copies of the latest annual report (Form 5500 Series) and the updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

 

  – Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this annual report summary.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your plan, called “fiduciaries”, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan Administrator and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court.

 

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If it should happen that Plan fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Claims Procedure

The Administrative Committee has the responsibility to make determinations as to the rights of any Officer to benefits under the Plan. If you believe that you are being denied a benefit to which you are entitled, you or your authorized representative may file a claim for that benefit with the Administrative Committee. The request must be addressed to:

Administrative Committee

Employee Benefits Department

1901 Chouteau Avenue, Mail Code 533

P.O. Box 66149

St. Louis, MO 63166-6149

You will be provided with a written decision within a reasonable period of time after receipt of your claim, ordinarily not more than 90 days. However, the Administrative Committee may extend the period for an additional 90 days due to special circumstances, in which case you will be advised in writing during the initial 90-day period of the special circumstances requiring an extension and the date by which the Administrative Committee expects to render its decision. If your claim is denied in whole or in part, you will receive a written opinion setting forth the specific reasons for the denial, references to the specific Plan provisions on which the denial is based, a description of any additional material or information necessary to perfect the claim and an explanation as to why that material or information is necessary and a description of the Plan’s review procedures and the time limits for review, including a statement of your right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review.

You have the right to request that the Administrative Committee review the denial of your claim for benefits. The request for review must be made within 60 days after your receipt of a denial of benefits, or else your right to challenge the decision will be lost. Within a reasonable period of time after receipt of your request for review, ordinarily not more than 60 days, the Administrative Committee will review and decide the case and render a detailed written opinion. This period may, under special circumstances, be extended for up to an additional 60 days, in which case you will be notified of the

 

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special circumstances requiring such extension and the date by which the Administrative Committee expects to render its opinion. You or your authorized representative will have the opportunity to review relevant documents and submit comments, documents, records and other information relating to your claim. The Administrative Committee’ decision on your claim is final and binding and you will receive a copy of that decision. If the decision is adverse, it will set forth the specific reasons for the denial, references to the specific Plan provisions on which the denial is based, a statement that you are entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to your claim and a statement of your right to bring a civil action under Section 502(a) of ERISA. The Administrative Committee has the discretionary authority to make decisions regarding eligibility for and the amount of benefits under the Plan, and such decisions will not be reviewed unless found to be arbitrary or capricious by a court of competent review.

 

If you have any questions about the Ameren Corporation Severance Plan, you are invited to write, visit, or call the Ameren Services Employee Benefits Department in Room S-129 of the Company’s General Office Building, St. Louis, Missouri.

 

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