SEC Info - Ameren Corp, et al. - ‘10-K’ for 12/31/17

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Ameren Corp, et al. – ‘10-K’ for 12/31/17 – ‘EX-10.13’

On: Wednesday, 2/28/18, at 4:42pm ET · For: 12/31/17 · Accession #: 1002910-18-69 · File #s: 1-02967, 1-03672, 1-14756

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/28/18  Ameren Corp                       10-K       12/31/17  154:37M
          Ameren Illinois Co
          Union Electric Co

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.86M 
 2: EX-4.59     Supplemental Indenture to the Cilco Mortgage,       HTML    226K 
                Dated December 1, 1949                                           
 3: EX-4.60     Supplemental Indenture to the Cilco Mortgage,       HTML    213K 
                Dated July 1, 1957                                               
 4: EX-4.61     Supplemental Indenture to the Cilco Mortgage,       HTML    231K 
                Dated February 1, 1966                                           
 5: EX-4.62     Supplemental Indenture to the Cilco Mortgage,       HTML    213K 
                Dated January 15, 1992                                           
 7: EX-10.13    2018 Ameren Executive Incentive Plan                HTML     84K 
 8: EX-10.17    2018 Base Salary Table for Named Executive          HTML     51K 
                Officers                                                         
 9: EX-10.20    Change of Control Severance Plan                    HTML     46K 
10: EX-10.24    Formula for Determining 2018 Target Psu and Rsu     HTML     46K 
                Awards                                                           
 6: EX-10.4     Summary Sheet of Ameren Non-Management Director     HTML     46K 
                Compensation                                                     
14: EX-21.1     Subsidiaries of Ameren                              HTML     48K 
15: EX-23.1     Consent of Independent Registered Public            HTML     43K 
                Accounting Firm                                                  
16: EX-23.2     Consent of Independent Registered Public            HTML     43K 
                Accounting Firm                                                  
17: EX-23.3     Consent of Independent Registered Public            HTML     43K 
                Accounting Firm                                                  
18: EX-24.1     Power of Attorney                                   HTML     51K 
19: EX-24.2     Power of Attorney                                   HTML     47K 
20: EX-24.3     Power of Attorney                                   HTML     46K 
11: EX-12.1     Ratio of Earnings to Fixed Charges                  HTML     68K 
12: EX-12.2     Ratio of Earnings to Fixed Charges                  HTML     69K 
13: EX-12.3     Ratio of Earnings to Fixed Charges                  HTML     67K 
21: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
22: EX-31.2     Certification -- §302 - SOA'02                      HTML     48K 
23: EX-31.3     Certification -- §302 - SOA'02                      HTML     48K 
24: EX-31.4     Certification -- §302 - SOA'02                      HTML     48K 
25: EX-31.5     Certification -- §302 - SOA'02                      HTML     48K 
26: EX-31.6     Certification -- §302 - SOA'02                      HTML     48K 
27: EX-32.1     Certification -- §906 - SOA'02                      HTML     46K 
28: EX-32.2     Certification -- §906 - SOA'02                      HTML     46K 
29: EX-32.3     Certification -- §906 - SOA'02                      HTML     46K 
36: R1          Document And Entity Information                     HTML     84K 
37: R2          Consolidated Statement Of Income (Loss)             HTML    189K 
38: R3          Consolidated Statement Of Income (Loss)             HTML     46K 
                (Parenthetical)                                                  
39: R4          Consolidated Statement Of Comprehensive Income      HTML     58K 
40: R5          Consolidated Statement Of Comprehensive Income      HTML     45K 
                (Parenthetical)                                                  
41: R6          Consolidated Balance Sheet                          HTML    213K 
42: R7          Consolidated Balance Sheet (Parenthetical)          HTML     58K 
43: R8          Consolidated Statement Of Cash Flows                HTML    212K 
44: R9          Consolidated Statement Of Cash Flows                HTML     47K 
                (Parenthetical)                                                  
45: R10         Consolidated Statement Of Stockholders' Equity      HTML    126K 
46: R11         Summary Of Significant Accounting Policies          HTML    183K 
47: R12         Rate And Regulatory Matters                         HTML    350K 
48: R13         Property And Plant, Net                             HTML    177K 
49: R14         Short-Term Debt And Liquidity                       HTML    102K 
50: R15         Long-Term Debt And Equity Financings                HTML    302K 
51: R16         Other Income And Expenses                           HTML    124K 
52: R17         Derivative Financial Instruments                    HTML    167K 
53: R18         Fair Value Measurements                             HTML    578K 
54: R19         Callaway Energy Center                              HTML    134K 
55: R20         Retirement Benefits                                 HTML    614K 
56: R21         Stock-Based Compensation                            HTML     90K 
57: R22         Income Taxes                                        HTML    338K 
58: R23         Related Party Transactions                          HTML    136K 
59: R24         Commitments And Contingencies                       HTML    280K 
60: R25         Segment Information                                 HTML    279K 
61: R26         Selected Quarterly Information                      HTML    158K 
62: R27         Schedule I - Condensed Financial Information Of     HTML    193K 
                Parent                                                           
63: R28         Schedule II - Valuation And Qualifying Accounts     HTML    142K 
64: R29         Summary Of Significant Accounting Policies          HTML    163K 
                (Policy)                                                         
65: R30         Derivative Financial Instruments Derivative         HTML     50K 
                Financial Instruments (Policies)                                 
66: R31         Summary Of Significant Accounting Policies          HTML    132K 
                (Tables)                                                         
67: R32         Rate And Regulatory Matters (Tables)                HTML    318K 
68: R33         Property And Plant, Net (Tables)                    HTML    180K 
69: R34         Short-Term Debt And Liquidity (Tables)              HTML     90K 
70: R35         Long-Term Debt And Equity Financings (Tables)       HTML    298K 
71: R36         Other Income And Expenses (Tables)                  HTML    124K 
72: R37         Derivative Financial Instruments (Tables)           HTML    156K 
73: R38         Fair Value Measurements (Tables)                    HTML    571K 
74: R39         Callaway Energy Center Callaway Energy Center       HTML    128K 
                (Tables)                                                         
75: R40         Retirement Benefits (Tables)                        HTML    626K 
76: R41         Stock-Based Compensation (Tables)                   HTML     86K 
77: R42         Income Taxes (Tables)                               HTML    334K 
78: R43         Related Party Transactions (Tables)                 HTML    122K 
79: R44         Commitments And Contingencies (Tables)              HTML    263K 
80: R45         Segment Information (Tables)                        HTML    272K 
81: R46         Selected Quarterly Information (Tables)             HTML    158K 
82: R47         Summary Of Significant Accounting Policies          HTML    108K 
                (Narrative) (Details)                                            
83: R48         Summary Of Significant Accounting Policies          HTML     59K 
                (Schedule Of Inventories) (Details)                              
84: R49         Summary Of Significant Accounting Policies          HTML     50K 
                (Schedule Of Rates Used For Allowance For Funds                  
                Used During Construction) (Details)                              
85: R50         Summary Of Significant Accounting Policies          HTML     77K 
                (Schedule Of Asset Retirement Obligations)                       
                (Details)                                                        
86: R51         Summary Of Significant Accounting Policies          HTML     51K 
                (Schedule Of Excise Taxes) (Details)                             
87: R52         Summary Of Significant Accounting Policies (Basic   HTML     50K 
                and Diluted Earnings Per Share Calculations)                     
                (Details)                                                        
88: R53         Rate And Regulatory Matters Rate and Regulatory     HTML     73K 
                Matters (Narrative-Missouri) (Details)                           
89: R54         Rate And Regulatory Matters (Narrative-Illinois)    HTML     98K 
                (Details)                                                        
90: R55         Rate And Regulatory Matters Rate and Regulatory     HTML     91K 
                Matters (Narrative-Federal) (Details)                            
91: R56         Rate And Regulatory Matters (Schedule Of            HTML    210K 
                Regulatory Assets And Liabilities) (Details)                     
92: R57         Property And Plant, Net (Schedule Of Property And   HTML    123K 
                Plant, Net) (Details)                                            
93: R58         Property And Plant, Net (Accrued Capital            HTML     54K 
                Expenditures) (Details)                                          
94: R59         Property And Plant, Net Property and Plant, Net     HTML     65K 
                (Schedule of Capitalized Software) (Details)                     
95: R60         Short-Term Debt And Liquidity (Narrative)           HTML     76K 
                (Details)                                                        
96: R61         Short-Term Debt And Liquidity (Schedule Of Maximum  HTML     54K 
                Aggregate Amount Available On Credit Agreements)                 
                (Details)                                                        
97: R62         Short-Term Debt And Liquidity Short-Term Debt And   HTML     64K 
                Liquidity (Commercial Paper) (Details)                           
98: R63         Long-Term Debt And Equity Financings (Narrative)    HTML    157K 
                (Details)                                                        
99: R64         Long-Term Debt And Equity Financings (Schedule Of   HTML    236K 
                Long-Term Debt Outstanding) (Details)                            
100: R65         Long-Term Debt And Equity Financings (Schedule Of   HTML     58K  
                Average Interest Rates) (Details)                                
101: R66         Long-Term Debt And Equity Financings (Schedule Of   HTML     77K  
                Maturities Of Long-Term Debt) (Details)                          
102: R67         Long-Term Debt And Equity Financings (Schedule Of   HTML    136K  
                Outstanding Preferred Stock) (Details)                           
103: R68         Long-Term Debt and Equity Financings (Schedule of   HTML     63K  
                Required and Actual Debt Ratios) (Details)                       
104: R69         Other Income And Expenses (Other Income And         HTML     70K  
                Expenses) (Details)                                              
105: R70         Derivative Financial Instruments (Open Gross        HTML     61K  
                Derivative Volumes By Commodity Type) (Details)                  
106: R71         Derivative Financial Instruments (Derivative        HTML     99K  
                Instruments Carrying Value) (Details)                            
107: R72         Derivative Financial Instruments (Derivative        HTML     58K  
                Instruments With Credit Risk-Related Contingent                  
                Features) (Details)                                              
108: R73         Fair Value Measurements (Schedule of Valuation      HTML    134K  
                Process and Unobservable Inputs) (Details)                       
109: R74         Fair Value Measurements (Schedule Of Fair Value     HTML    204K  
                Hierarchy Of Assets And Liabilities Measured At                  
                Fair Value On Recurring Basis) (Details)                         
110: R75         Fair Value Measurements (Schedule Of Changes In     HTML     70K  
                The Fair Value Of Financial Assets And Liabilities               
                Classified As Level 3 In The Fair Value Hierarchy)               
                (Details)                                                        
111: R76         Fair Value Measurements (Schedule Of Carrying       HTML     70K  
                Amounts And Estimated Fair Values Of Long-Term                   
                Debt And Preferred Stock) (Details)                              
112: R77         Callaway Energy Center (Details)                    HTML     51K  
113: R78         Callaway Energy Center Callaway Energy Center       HTML     60K  
                (Proceeds From The Sale Of Investments And Related               
                Gross Realized Gains And Losses In Nuclear                       
                Decommissioning Trust Fund) (Details)                            
114: R79         Callaway Energy Center Callaway Energy Center       HTML     71K  
                (Fair Values Of Investments In Debt And Equity                   
                Securities In Nuclear Decommissioning Trust Fund)                
                (Details)                                                        
115: R80         Callaway Energy Center Callaway Energy Center       HTML     68K  
                (Cost and Fair Values of Investments In Debt                     
                Securities in Nuclear Decommissioning Trust Fund                 
                According to Contractual Maturities) (Details)                   
116: R81         Callaway Energy Center Callaway Energy Center       HTML     87K  
                (Insurance Disclosure) (Details)                                 
117: R82         Retirement Benefits (Narrative) (Details)           HTML     73K  
118: R83         Retirement Benefits (Summary Of Benefit Liability   HTML     52K  
                Recorded) (Details)                                              
119: R84         Retirement Benefits (Funded Status Of Benefit       HTML    134K  
                Plans And Amounts Included In Regulatory Assets                  
                And OCI) (Details)                                               
120: R85         Retirement Benefits (Assumptions Used To Determine  HTML     61K  
                Benefit Obligations) (Details)                                   
121: R86         Retirement Benefits (Cash Contributions Made To     HTML     62K  
                Benefit Plans) (Details)                                         
122: R87         Retirement Benefits (Target Allocation Of The       HTML     90K  
                Plans' Asset Categories) (Details)                               
123: R88         Retirement Benefits (Fair Value Of Plan Assets      HTML    201K  
                Utilizing Fair Value Hierarchy) (Details)                        
124: R89         Retirement Benefits (Components Of Net Periodic     HTML     70K  
                Benefit Cost) (Details)                                          
125: R90         Retirement Benefits (Summary Of Estimated           HTML     57K  
                Amortizable Amounts From Regulatory Assets and                   
                Accumulated OCI Into Net Periodic Benefit Cost)                  
                (Details)                                                        
126: R91         Retirement Benefits (Summary Of Benefit Plan Costs  HTML     61K  
                Incurred) (Details)                                              
127: R92         Retirement Benefits (Schedule Of Expected Payments  HTML     70K  
                From Qualified Trust And Company Funds) (Details)                
128: R93         Retirement Benefits (Assumptions Used To Determine  HTML     64K  
                Net Periodic Benefit Cost) (Details)                             
129: R94         Retirement Benefits (Schedule Of Potential Changes  HTML     66K  
                In Key Assumptions) (Details)                                    
130: R95         Retirement Benefits (Schedule Of Matching           HTML     54K  
                Contributions) (Details)                                         
131: R96         Stock-Based Compensation (Narrative) (Details)      HTML     64K  
132: R97         Stock-Based Compensation (Summary Of Nonvested      HTML     74K  
                Shares) (Details)                                                
133: R98         Stock-Based Compensation Stock-Based Compensation   HTML     75K  
                (Summary of Expense) (Details)                                   
134: R99         Income Taxes (Narrative) (Details)                  HTML     81K  
135: R100        Income Taxes Income Taxes (Schedule of              HTML     69K  
                Remeasurement of Deferred Income Taxes due to the                
                Tax Cuts and Jobs Act) (Details)                                 
136: R101        Income Taxes (Schedule Of Effective Income Tax      HTML     88K  
                Rate Reconciliation) (Details)                                   
137: R102        Income Taxes (Schedule Of Components Of Income Tax  HTML     76K  
                Expense (Benefit)) (Details)                                     
138: R103        Income Taxes (Schedule Of Deferred Tax Assets And   HTML     80K  
                Liabilities Resulting From Temporary Differences)                
                (Details)                                                        
139: R104        Income Taxes (Schedule Of Net Operating Loss        HTML     97K  
                Carryforwards And Tax Credit Carryforwards)                      
                (Details)                                                        
140: R105        Related Party Transactions (Details)                HTML     83K  
141: R106        Related Party Transactions (Narrative) (Details)    HTML     87K  
142: R107        Commitments And Contingencies (Schedule Of Lease    HTML    145K  
                Obligations) (Details)                                           
143: R108        Commitments And Contingencies (Schedule Of          HTML    117K  
                Estimated Purchased Power Commitments) (Details)                 
144: R109        Commitments And Contingencies (Environmental        HTML     79K  
                Matters) (Details)                                               
145: R110        Segment Information (Details)                       HTML    161K  
146: R111        Selected Quarterly Information (Summary Of          HTML     92K  
                Selected Quarterly Information) (Details)                        
147: R112        Schedule I - Condensed Financial Information Of     HTML    115K  
                Parent (Statement of Income) (Details)                           
148: R113        Schedule I - Condensed Financial Information Of     HTML    135K  
                Parent (Balance Sheet) (Details)                                 
149: R114        Schedule I - Condensed Financial Information Of     HTML    101K  
                Parent (Statement of Cash Flows) (Details)                       
150: R115        Schedule I - Condensed Financial Information Of     HTML     46K  
                Parent Outstanding gurarantee (Details)                          
151: R116        Schedule II - Valuation And Qualifying Accounts     HTML     80K  
                (Details)                                                        
153: XML         IDEA XML File -- Filing Summary                      XML    269K  
152: EXCEL       IDEA Workbook of Financial Reports                  XLSX    237K  
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32: EX-101.CAL  XBRL Calculations -- aee-20171231_cal                XML    428K 
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154: ZIP         XBRL Zipped Folder -- 0001002910-18-000069-xbrl      Zip    769K

‘EX-10.13’ — 2018 Ameren Executive Incentive Plan

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.13

2018 Ameren Executive Incentive Plan for Officers

Plan Summary

Effective January 1, 2018



	1



Contents	Page
Summary	3
Eligibility	3
Award Opportunities	3
Plan Structure	3
Annual Performance Metrics (EPS, Safety & Operational)	3
Base Award	4
Individual Performance Modifier	4
Individual Short-Term Incentive Payout	5
Impact Events	6
Confidentiality and Non-Solicitation Obligations	7
Confidential Information	7
Non-Solicitation	7
Impact on Incentive Award Payment	8
Ameren Relief	8
Administration	8
Governing Law and Jurisdiction	9
Miscellaneous	9
Contact	9



	2

Summary

The Ameren Executive Incentive Plan for Officers (“EIP-O”) is intended to reward eligible Officers for their contributions to Ameren’s success. The EIP-O rewards Officers for Ameren’s earnings per share (“EPS”) results, safety, operational performance results and individual performance during a plan year (January 1 - December 31). The EIP-O is approved by the Human Resources Committee of Ameren’s Board of Directors (“Committee”). Ameren reserves the right at its sole discretion to revise, modify, suspend, continue or discontinue the EIP-O effective for a future plan year.

Eligibility

All Officers¹ who are actively employed on the date the award is paid and who comply with the Confidentiality and Non-Solicitation obligations described below are eligible to participate in the EIP-O pursuant to the terms described herein and except as provided under “Impact of Events” (below).

Award Opportunities

Award opportunity percentages are set by the Committee. Annually, you will receive an individual communication regarding your short-term incentive target opportunity, expressed as a percentage of your base salary. Base salary is defined, generally, as the salary at the end of the plan year or at the time of eligible termination of employment, if earlier. However, if your salary changes during the plan year, proration will apply as specified in “Job changes during plan year" under “Impact of Events.”

Plan Structure

The EIP has four primary components: (1) annual performance metrics; (2) a base award; (3) an individual performance modifier; and (4) an individual short-term incentive payout. These components are described in more detail below.

Annual Performance Metrics (EPS, Safety & Operational)

The performance metrics in the plan are weighted as follows: 80% based on EPS, 10% based on safety, and 10% based on operational measures. Each of these measures are described below:

Earnings Per Share (“EPS”) – The EPS goal represents GAAP continuing diluted EPS and is set generally consistent with earnings guidance and the proposed annual budget. EPS achievement levels may be adjusted to include or exclude specified items of an unusual nature or non-recurring or significant events not anticipated in the business plan when EPS achievement levels were established. Any such adjustment will be determined by the Committee at its sole discretion and only as permitted by the Ameren Corporation 2014 Omnibus Incentive Compensation Plan (“Plan”).

____________________________

¹ The role of Assistant Vice President is considered to be an Officer of the company and therefore, eligible for the Executive Incentive Plan for Officers.



	3

Safety c2c - A co-worker to co-worker ("c2c") interaction is a leading indicator for safety performance. A c2c interaction is a formal process for co-worker interactions with the goal of reinforcing safe behaviors, providing constructive feedback for risky and/or unsafe behaviors and conditions, identifying and discussing corrective actions and gathering behavior data for trending and sharing across Ameren. Overall safety performance will be considered when determining final safety performance level.

The operational measures consist of the following metrics, each weighted 3 1/3%:


•	Equivalent Availability ("EA") – EA measures the percentage of the year Ameren Missouri's base load coal-fired generation fleet is available for operating at full capacity.


•	System Average Interruption Frequency Index ("SAIFI") – SAIFI is a standard customer reliability measure that assesses how often the average customer experiences a sustained interruption over a one-year period.


•	Callaway Performance Index ("CPI") – CPI measures Callaway Energy Center's overall plant performance through an index of safety and reliability measures, consistent with the Institute of Nuclear Plant Operations (INPO) Index.

Three levels of performance achievement are established for each performance metric – Threshold, Target and Maximum. The three levels are defined as follows:

Base Award

Following the conclusion of the plan year, Ameren’s actual EPS, safety & operational performance will be measured. Using these performance results, a formulaic Base Award will be determined for each Officer. Achievement between the established levels (threshold, target, and maximum) will be interpolated on a straight-line basis. As described below, this formulaic Base Award will then be subject to modification based on your individual performance.

Individual Performance Modifier

Your Base Award may be adjusted up or down by as much as 25%, based on your individual contributions and performance during the plan year. Demonstrated leadership and the achievement of key operational goals (besides those specifically measured under the Plan) are also considered when further modifying the Base Award for each Officer. In the case of poor or non-performance, an award may be adjusted down to zero.



	4

In the event that maximum results are achieved under the EPS, safety and operational measures and therefore, the Base Award is equal to 200% of the short-term target incentive opportunity, the individual performance modifier may only apply as a reduction to the Base Award.

Individual Short-Term Incentive Payout²

The individual short-term incentive payout represents the actual short-term incentive award you will receive as a result of both Ameren’s performance and your own individual contributions. The maximum payout under the EIP-O is 200% of your short-term target incentive target opportunity.

The following diagram shows how the final incentive payment is calculated:

2018 EIP-O awards will be paid no later than March 15, 2019. Except as described below under “Impact of Events”, in no event will you be eligible for, or entitled to, a payment of an award if you are not actively employed with Ameren on the date the award is paid.

The Committee will review and has the authority to approve the final amount of payment. All payments are within the complete and sole discretion of the Committee. The final payment amount awarded to each Officer is final and conclusive and not subject to review.

__________________________

² Notwithstanding anything herein to the contrary, and in accordance with Section 12.06 of the Plan, the amount of the payout, if any, paid to each Officer under the EIP shall in no event exceed 0.5% of Ameren’s reported net income, 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.



	5

Impact of Events

The following table shows how the EIP-O payout is impacted by various events.



Event	Payout
Hire during plan year	The award pays out by March 15, 2019 based on 2018 base salary and EPS, safety & operational performance, pro rata for the number of days worked in the plan year and subject to the individual performance modifier.
Job changes during plan year (salary increase, new role, etc.)	The award pays out by March 15, 2019 based on 2018 base salary and EPS, safety and operational performance, pro rata based on any changes in short-term incentive target opportunity, salary, performance metrics and/or plan eligibility for each respective time period during the plan year, and subject to the individual performance modifier.
Death, disability or retirement during plan year or following plan year but before award is paid	The award pays out by March 15, 2019 based on 2018 base salary and EPS, safety & operational performance, pro rata for the number of days worked in the plan year, and subject to the individual performance modifier. In addition, any amounts payable under the Plan shall be offset by any amount owed by the Officer to Ameren or any subsidiary.
Paid, unpaid or military leave of absence during plan year	Treated as a period of normal employment.
Involuntary termination resulting in eligibility for payment under the Ameren Corporation Severance Plan for Ameren Officers	The award pays out by March 15, 2019 based on 2018 base salary and EPS, safety & operational performance, pro rata for the number of days worked in the plan year, and subject to the individual performance modifier, assuming the eligible participant signed and returned the Company’s approved general release and waiver within the appropriate deadlines and without timely revocation. In addition, any amounts payable under the Plan shall be offset by any amount owed by the Officer to Ameren or any subsidiary.
Other involuntary or voluntary termination	No payout if termination occurs during the plan year or following the plan year but before any award is paid.
Violation of Confidentiality or Non-Solicitation Provision, or engaging in conduct or activity that is detrimental to Ameren	No payout if violation occurs before any award is paid. If violation occurs after the award is paid, the Officer will repay the award upon demand from Ameren.



	6

Confidentiality and Non-Solicitation Obligations

Confidential Information

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


a.	will only use Confidential Information in connection with Officer’s duties and activities on behalf of or for the benefit of Ameren;


b.	will not use Confidential Information in any way that is detrimental to Ameren;


c.	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;


d.	will not use Confidential Information for Officer’s own benefit or the benefit of others, without the prior written consent of Ameren; and


e.	will return all Confidential Information to Ameren within two business days of the Officer’s termination of employment or immediately upon Ameren’s demand to return the Confidential Information to Ameren.

Non-Solicitation

In addition, in the event that you terminate employment with Ameren, you agree that, for one year from the end of your employment, you will not, directly or indirectly, on your behalf or on behalf of any other person, company or entity:


a.	market, sell, solicit, or provide products or services competitive with or similar to products or services offered by Ameren to any person, company or entity that:


i.	is a customer or potential customer of Ameren during the twelve (12) months prior to your termination of employment and


ii.	with which you had direct contact with during the twelve (12) months prior to your termination of employment or possessed, utilized or developed Confidential Information about during the twelve (12) months prior to your termination of employment;


b.	raid, hire, solicit, encourage or attempt to persuade any employee or independent contractor of Ameren, or any person who was an employee or independent contractor of Ameren during the 24 months preceding your termination, to leave the employ of, terminate or reduce the person’s employment or business relationship with Ameren;


c.	interfere with the performance of any Ameren employee or independent contractor’s duties for Ameren.



	7

Impact on Incentive Award Payment

If an Officer violates the Confidentiality and Non-Solicitation obligations or engages in conduct or activity that is detrimental to Ameren in the one year after employment with Ameren ends, then the Officer will not be eligible for the incentive award and the award will be rescinded. If an Officer violates the Confidentiality and Non-Solicitation obligations after the award is paid, or if Ameren learns of the violations after the award is paid, the Officer shall repay the award to Ameren within thirty (30) days of receiving a demand from Ameren for the repayment of the award.

Similarly, if an Officer engages in conduct or activity that is detrimental to Ameren after the award is paid, or if Ameren learns of the detrimental conduct or activity after the award is paid, and such conduct occurred less than one year after Officer’s employment with Ameren ended, Officer shall repay the award to Ameren within thirty (30) days of receiving a demand from Ameren for the repayment of the award and Ameren shall be entitled to an award of attorneys’ fees incurred in connection with securing such repayment.

Ameren Relief

Officer acknowledges and agrees that the Confidentiality and Non-Solicitation provisions set forth above are necessary to protect Ameren’s legitimate business interests, such as its Confidential Information, goodwill and customer relationships. Officer acknowledges and agrees that a breach by Officer of either the Confidentiality or Non-Solicitation provision will cause irreparable damage to Ameren for which monetary damages alone will not constitute an adequate remedy.

In the event of such breach or threatened breach, Ameren 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 Officer to comply with the Confidentiality and/or Non-Solicitation provisions. Ameren’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 Ameren may be entitled to in law or in equity, including, without limitation, the right to recover monetary damages for Officer’s violation or threatened violation of the Confidentiality and/or Non-Solicitation provisions.

Finally, Ameren 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.

Administration

The EIP-O and the employee’s rights hereunder are subject to all the terms and conditions of the Ameren Corporation 2014 Omnibus Incentive Compensation Plan (“Plan”), as the same may be amended from time to time, as well as to such rules and regulations as the Committee or its designee may adopt for administration of the Plan. The Committee, or its designee, is authorized to administer, construe and make all determinations necessary or appropriate to the administration of this EIP-O, all of which will be binding upon participants. If any provision of this EIP-O conflicts in any manner with the Plan, the terms of the Plan shall control.



	8

Governing Law, Jurisdiction and Agreement to Arbitrate

The EIP-O shall be interpreted and governed in accordance with the laws of the State of Missouri. Any action regarding the EIP-O, except for any dispute arising out of the above Confidentiality or Non-Solicitation provisions, shall be brought before binding Arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and pursuant to the Federal Arbitration Act. Any dispute arising out of the above Confidentiality or Non-Solicitation provisions shall be brought in either the state or Federal court located in St. Louis, Missouri, and Officer agrees to submit himself/herself to the jurisdiction of the state or Federal court located in St. Louis, Missouri without regard to conflicts of law principles or personal jurisdiction. If a court construes all or any part of the above Confidentiality or Non-Solicitation provisions to be unreasonable or unenforceable, such court may revise the provision(s) to the maximum extent permitted by Missouri law and then enforce such provision(s) as so revised.

Miscellaneous

No employee shall have any claim or right to receive an award under this EIP-O. Neither this EIP-O nor any action taken hereunder shall be construed as giving an employee any right to be retained by Ameren Corporation or any of its subsidiaries or to limit in any way the right of Ameren Corporation or any of its subsidiaries to change such employee’s compensation or other benefits or to terminate the employment or service of such person with or without cause. For purposes of this EIP-O, the transfer of employment by an employee between subsidiaries shall not be deemed a termination of the employee’s employment.

Contact

Questions regarding this plan may be directed to the Director, Compensation & Performance at 314.206.0391, or the Executive Compensation Manager at 314.206.0642.



	9

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	3/15/19
Filed on:	2/28/18	4
	1/1/18	4
For Period end:	12/31/17	11-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Ameren Corp.                      10-K       12/31/23  163:38M
 2/22/23  Ameren Corp.                      10-K       12/31/22  160:40M
 2/23/22  Ameren Corp.                      10-K       12/31/21  162:143M
 2/22/21  Ameren Corp.                      10-K       12/31/20  158:39M

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