Exhibit 10.1
Performance
Share Unit
Award
Agreement
Ameren
Corporation
2006 Omnibus
Incentive Compensation Plan
March 2, 2009
Performance Share Unit Award
Agreement
THIS AGREEMENT, effective March 2, 2009,
represents the grant of Performance Share Units by Ameren
Corporation (the “Company”), to the Participant named
below, pursuant to the provisions of the Ameren Corporation 2006
Omnibus Incentive Compensation Plan (the
“Plan”). The number of Shares ultimately
earned and paid, if any, for such Performance Share Units will be
determined pursuant to Section 3 of this Agreement.
The Plan provides a complete 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.
Grant Information . The individual named below
has been selected to be a Participant in the Plan, as specified
below:
(a)
Participant :
(b)
Target Number of Performance Share Units :
2.
Performance Period . The performance period
begins on January 1, 2009, and ends on December 31, 2011
(“Performance Period”).
3.
Performance Grid . The number of Performance
Share Units earned by the Participant under this Agreement will be
determined in accordance with the following grid. If the
actual performance results fall between two of the categories
listed below, straight-line interpolation will be used to determine
the amount earned. Payouts that otherwise would have
been more than 100% of Target will be capped at Target if the
Company’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.
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Ameren’s Percentile
in
Total Shareholder Return
vs. Utility Peers
During the Performance
Period
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Payout—Percent of
Target
Performance Share Units
Granted
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90 th percentile +
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200%
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70 th percentile
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150%
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50 th percentile
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100%
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30 th percentile
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50%
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<30 th percentile but Earnings Per Share in each year
of
the Performance Period is $2.54 or
greater
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30%
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<30 th percentile and Earnings Per Share in each year
of
the Performance Period is not $2.54 or greater
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0% (no payout)
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4.
Calculation of Earned Performance Share Units
. The Committee, in its sole discretion, will determine
the number of Performance Share Units earned by the Participant at
the end of the Performance Period based on the performance of the
Company, calculated using the performance grid set forth in Section
3 of this Agreement.
5.
Vesting of Performance Share Units . Subject to
provisions set forth in Section 9 of this Agreement related to a
Change of Control (as defined in the Second Amended and Restated
Ameren Corporation Change of Control Severance Plan (“the
Change of Control Severance Plan”)) of the Company and
Section 10 relating to termination for Cause (as defined in the
Change of Control Severance Plan), the Performance Share Units will
vest as set forth below:
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Provided the
Participant has continued employment through such date, one hundred
percent (100%) of the earned Performance Share Units will vest on
December 31, 2011; or
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Provided the
Participant has continued employment through the date of his death
and such death occurs prior to December 31, 2011, the Participant
will be entitled to a prorated award based on the Target Number of
Performance Share Units set forth in Section 1(b) of this Agreement
plus accrued dividends as of the date of his death, with such
prorated number based upon the total number of days the Participant
worked during the Performance Period; or
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Provided the
Participant has continued employment through the date of his
Disability (as defined in Code Section 409A), and such Disability
occurs prior to December 31, 2011, one hundred percent (100%) of
the Performance Share Units he would have earned had he remained
employed by the Company for the entire Performance Period will vest
on December 31, 2011; or
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Provided the
Participant has continued employment through the date of retirement
(as described below) and such retirement occurs before December 31,
2011, the following vesting schedule shall be applicable to the
Performance Share Units:
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If the
Participant retires at an age of 55 to 61 with five (5) years of
service— the Participant is entitled to receive a prorated
portion of the Performance Share Units that would have been earned
had the Participant remained employed by the Company for the entire
Performance 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; or
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If the
Participant retires after reaching age 62 with five (5) years of
service— the Participant is entitled to receive one hundred
percent (100%) of the Performance Share Units that would have been
earned had the Participant remained employed by the Company for the
entire Performance Period based on the actual performance of the
Company during the entire Performance Period.
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Termination of employment during the Performance
Period for any reason other than death, Disability, retirement as
described above, or on or after a Change of Control in accordance
with Section 9 will require forfeiture of this entire award, with
no payment to the Participant.
6.
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 earliest to occur
of the following:
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January 1, 2012
or as soon as practicable thereafter;
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The
Participant’s death or as soon as practicable
thereafter.
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7.
Right as Shareholder . Except as specifically set
forth in this Agreement, 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 6 or 9.
8.
Dividends . 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 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. The
additional Shares will be paid as set forth in Section 6 or 9 of
this Agreement.
9.
Change of Control .
(a)
Company No Longer Exists . Upon a Change of
Control which occurs on or before December 31, 2011 in which the
Company ceases to exist or is no longer publicly traded on the New
York Stock Exchange or the NASDAQ
