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Ameren Corp., et al. – ‘10-K’ for 12/31/21 – ‘EX-10.16’

On: Tuesday, 2/22/22, at 6:43pm ET · As of: 2/23/22 · For: 12/31/21 · Accession #: 1002910-22-38 · File #s: 1-02967, 1-03672, 1-14756

Previous ‘10-K’: ‘10-K’ on 2/22/21 for 12/31/20 · Next: ‘10-K’ on 2/22/23 for 12/31/22 · Latest: ‘10-K’ on 2/29/24 for 12/31/23 · 91 References:

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

 2/23/22  Ameren Corp.                      10-K       12/31/21  162:143M
          Ameren Illinois Co.
          Union Electric Co.

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.35M 
 5: EX-4.100    Description of Ameren Illinois Securities           HTML     62K 
 2: EX-4.9      Note Purchase Agreement - Ameren Transmission       HTML    346K 
                Company of Illinois                                              
 3: EX-4.98     Description of Ameren Securities                    HTML     52K 
 4: EX-4.99     Description of Ameren Missouri Securities           HTML     64K 
 9: EX-10.16    2022 Ameren Executive Incentive Plan                HTML     93K 
10: EX-10.20    2022 Base Salary Table for Named Executive          HTML     51K 
                Officers                                                         
11: EX-10.23    Revised Change of Control Severance Plan            HTML     46K 
 6: EX-10.3     Amended and Restated Credit Agreement               HTML    484K 
12: EX-10.30    Formula for Determining 2022 Target Performance     HTML     49K 
                Share Unit Awards                                                
13: EX-10.42    2022 Performance Share Unit Award Agreement         HTML    102K 
14: EX-10.43    2022 Restricted Stock Unit Award Agreement          HTML     76K 
 7: EX-10.5     Amended and Restated Credit Agreement               HTML    492K 
 8: EX-10.6     Summary Sheet of Ameren Non-Management Director     HTML     44K 
                Compensation                                                     
15: EX-21.1     Subsidiaries of Ameren                              HTML     46K 
16: EX-23.1     Consent of Independent Registered Public            HTML     42K 
                Accounting Firm                                                  
17: EX-23.2     Consent of Independent Registered Public            HTML     42K 
                Accounting Firm                                                  
18: EX-23.3     Consent of Independent Registered Public            HTML     42K 
                Accounting Firm                                                  
19: EX-24.1     Power of Attorney                                   HTML     47K 
20: EX-24.2     Power of Attorney                                   HTML     44K 
21: EX-24.3     Power of Attorney                                   HTML     44K 
22: EX-31.1     Certification -- §302 - SOA'02                      HTML     46K 
23: EX-31.2     Certification -- §302 - SOA'02                      HTML     47K 
24: EX-31.3     Certification -- §302 - SOA'02                      HTML     47K 
25: EX-31.4     Certification -- §302 - SOA'02                      HTML     47K 
26: EX-31.5     Certification -- §302 - SOA'02                      HTML     46K 
27: EX-31.6     Certification -- §302 - SOA'02                      HTML     47K 
28: EX-32.1     Certification -- §906 - SOA'02                      HTML     44K 
29: EX-32.2     Certification -- §906 - SOA'02                      HTML     44K 
30: EX-32.3     Certification -- §906 - SOA'02                      HTML     44K 
36: R1          Cover Page                                          HTML    132K 
37: R2          Audit Information                                   HTML     53K 
38: R3          Consolidated Statement Of Income (Loss)             HTML    175K 
39: R4          Consolidated Statement Of Income (Loss)             HTML     45K 
                (Parenthetical)                                                  
40: R5          Consolidated Balance Sheet                          HTML    178K 
41: R6          Consolidated Balance Sheet (Parenthetical)          HTML     52K 
42: R7          Consolidated Balance Sheet - UE                     HTML    188K 
43: R8          Consolidated Balance Sheet - UE (Parenthetical)     HTML     54K 
44: R9          Consolidated Balance Sheet - AIC                    HTML    180K 
45: R10         Consolidated Balance Sheet - AIC (Parenthetical)    HTML     54K 
46: R11         Consolidated Statement Of Cash Flows                HTML    202K 
47: R12         Consolidated Statement Of Cash Flows                HTML     47K 
                (Parenthetical)                                                  
48: R13         Consolidated Statement Of Stockholders' Equity      HTML    173K 
49: R14         Summary Of Significant Accounting Policies          HTML     85K 
50: R15         Rate And Regulatory Matters                         HTML    281K 
51: R16         Property And Plant, Net                             HTML    150K 
52: R17         Short-Term Debt And Liquidity                       HTML     92K 
53: R18         Long-Term Debt And Equity Financings                HTML    245K 
54: R19         Other Income, Net                                   HTML     91K 
55: R20         Derivative Financial Instruments                    HTML    185K 
56: R21         Fair Value Measurements                             HTML    335K 
57: R22         Callaway Energy Center                              HTML    112K 
58: R23         Retirement Benefits                                 HTML    428K 
59: R24         Stock-Based Compensation                            HTML    101K 
60: R25         Income Taxes                                        HTML    229K 
61: R26         Related Party Transactions                          HTML    139K 
62: R27         Commitments And Contingencies                       HTML     71K 
63: R28         Supplemental Information                            HTML    227K 
64: R29         Segment Information                                 HTML    432K 
65: R30         Schedule I - Condensed Financial Information Of     HTML    260K 
                Parent                                                           
66: R31         Schedule II - Valuation And Qualifying Accounts     HTML     86K 
67: R32         Summary Of Significant Accounting Policies          HTML    143K 
                (Policies)                                                       
68: R33         Rate And Regulatory Matters (Tables)                HTML    228K 
69: R34         Property And Plant, Net (Tables)                    HTML    155K 
70: R35         Short-Term Debt And Liquidity (Tables)              HTML     83K 
71: R36         Long-Term Debt And Equity Financings (Tables)       HTML    238K 
72: R37         Other Income, Net (Tables)                          HTML    101K 
73: R38         Derivative Financial Instruments (Tables)           HTML    181K 
74: R39         Fair Value Measurements (Tables)                    HTML    334K 
75: R40         Callaway Energy Center (Tables)                     HTML    109K 
76: R41         Retirement Benefits (Tables)                        HTML    432K 
77: R42         Stock-Based Compensation (Tables)                   HTML     96K 
78: R43         Income Taxes (Tables)                               HTML    230K 
79: R44         Related Party Transactions (Tables)                 HTML    133K 
80: R45         Supplemental Information (Tables)                   HTML    242K 
81: R46         Segment Information (Tables)                        HTML    429K 
82: R47         Summary Of Significant Accounting Policies          HTML    101K 
                (Narrative) (Details)                                            
83: R48         Rate and Regulatory Matters (Regulatory             HTML     63K 
                Framework-Missouri) (Details)                                    
84: R49         Rate and Regulatory Matters (Regulatory             HTML     68K 
                Framework-Illinois) (Details)                                    
85: R50         Rate and Regulatory Matters (Regulatory             HTML     49K 
                Framework-Federal) (Details)                                     
86: R51         Rate and Regulatory Matters (Narrative-Missouri)    HTML    100K 
                (Details)                                                        
87: R52         Rate And Regulatory Matters (Narrative-Illinois)    HTML    113K 
                (Details)                                                        
88: R53         Rate and Regulatory Matters (Narrative-Federal)     HTML     61K 
                (Details)                                                        
89: R54         Rate And Regulatory Matters (Schedule Of            HTML    234K 
                Regulatory Assets And Liabilities) (Details)                     
90: R55         Property And Plant, Net (Schedule Of Property And   HTML    144K 
                Plant, Net) (Details)                                            
91: R56         Property and Plant, Net (Schedule of Capitalized    HTML     63K 
                Software) (Details)                                              
92: R57         Property and Plant, Net (Schedule of Capitalized    HTML     61K 
                Software, Future Amortization Expense) (Details)                 
93: R58         Short-Term Debt And Liquidity (Narrative)           HTML     81K 
                (Details)                                                        
94: R59         Short-Term Debt And Liquidity (Schedule Of Maximum  HTML     55K 
                Aggregate Amount Available On Credit Agreements)                 
                (Details)                                                        
95: R60         Short-Term Debt And Liquidity (Commercial Paper)    HTML     64K 
                (Details)                                                        
96: R61         Long-Term Debt And Equity Financings (Narrative)    HTML    270K 
                (Details)                                                        
97: R62         Long-Term Debt And Equity Financings (Schedule Of   HTML    183K 
                Long-Term Debt Outstanding) (Details)                            
98: R63         Long-Term Debt And Equity Financings (Schedule Of   HTML    113K 
                Maturities Of Long-Term Debt) (Details)                          
99: R64         Long-Term Debt And Equity Financings (Schedule Of   HTML    137K 
                Outstanding Preferred Stock) (Details)                           
100: R65         Long-Term Debt and Equity Financings (Schedule of   HTML     62K  
                Required and Actual Debt Ratios) (Details)                       
101: R66         Other Income, Net (Other Income And Expenses)       HTML     74K  
                (Details)                                                        
102: R67         Derivative Financial Instruments (Open Gross        HTML     66K  
                Derivative Volumes By Commodity Type) (Details)                  
103: R68         Derivative Financial Instruments (Derivative        HTML    104K  
                Instruments Carrying Value) (Details)                            
104: R69         Derivative Financial Instruments (Offsetting        HTML     76K  
                Assets and Liabilities) (Details)                                
105: R70         Derivative Financial Instruments (Details)          HTML     52K  
106: R71         Fair Value Measurements (Schedule Of Fair Value     HTML    150K  
                Hierarchy Of Assets And Liabilities Measured At                  
                Fair Value On Recurring Basis) (Details)                         
107: R72         Fair Value Measurements (Schedule Of Changes In     HTML     64K  
                The Fair Value Of Financial Assets And Liabilities               
                Classified As Level 3 In The Fair Value Hierarchy)               
                (Details)                                                        
108: R73         Fair Value Measurements (Schedule of Valuation      HTML     72K  
                Process and Unobservable Inputs) (Details)                       
109: R74         Fair Value Measurements (Schedule Of Carrying       HTML    125K  
                Amounts And Estimated Fair Values Of Financial                   
                Assets and Liabilities) (Details)                                
110: R75         Callaway Energy Center (Narrative) (Details)        HTML     71K  
111: R76         Callaway Energy Center (Proceeds From The Sale Of   HTML     52K  
                Investments And Related Gross Realized Gains And                 
                Losses In Nuclear Decommissioning Trust Fund)                    
                (Details)                                                        
112: R77         Callaway Energy Center (Fair Values Of Investments  HTML    102K  
                In Debt And Equity Securities In Nuclear                         
                Decommissioning Trust Fund) (Details)                            
113: R78         Callaway Energy Center (Cost and Fair Values of     HTML     65K  
                Investments In Debt Securities in Nuclear                        
                Decommissioning Trust Fund According to                          
                Contractual Maturities) (Details)                                
114: R79         Callaway Energy Center (Insurance Disclosure)       HTML     84K  
                (Details)                                                        
115: R80         Retirement Benefits (Narrative) (Details)           HTML     62K  
116: R81         Retirement Benefits (Summary Of Benefit Liability   HTML     49K  
                Recorded) (Details)                                              
117: R82         Retirement Benefits (Funded Status Of Benefit       HTML    127K  
                Plans And Amounts Included In Regulatory Assets                  
                And OCI) (Details)                                               
118: R83         Retirement Benefits (Assumptions Used To Determine  HTML     62K  
                Benefit Obligations) (Details)                                   
119: R84         Retirement Benefits (Cash Contributions Made To     HTML     61K  
                Benefit Plans) (Details)                                         
120: R85         Retirement Benefits (Target Allocation Of The       HTML    121K  
                Plans' Asset Categories) (Details)                               
121: R86         Retirement Benefits (Fair Value Of Plan Assets      HTML    171K  
                Utilizing Fair Value Hierarchy) (Details)                        
122: R87         Retirement Benefits (Components Of Net Periodic     HTML     71K  
                Benefit Cost) (Details)                                          
123: R88         Retirement Benefits (Summary Of Benefit Plan Costs  HTML     60K  
                Incurred) (Details)                                              
124: R89         Retirement Benefits (Schedule Of Expected Payments  HTML     68K  
                From Qualified Trust And Company Funds) (Details)                
125: R90         Retirement Benefits (Assumptions Used To Determine  HTML     65K  
                Net Periodic Benefit Cost) (Details)                             
126: R91         Retirement Benefits (Schedule Of Matching           HTML     51K  
                Contributions) (Details)                                         
127: R92         Stock-Based Compensation (Narrative) (Details)      HTML     81K  
128: R93         Stock-Based Compensation (Summary Of Nonvested      HTML    113K  
                Shares) (Details)                                                
129: R94         Stock-Based Compensation (Summary of Expense)       HTML     72K  
                (Details)                                                        
130: R95         Income Taxes (Narrative) (Details)                  HTML     53K  
131: R96         Income Taxes (Schedule Of Effective Income Tax      HTML     70K  
                Rate Reconciliation) (Details)                                   
132: R97         Income Taxes (Schedule Of Components Of Income Tax  HTML     76K  
                Expense (Benefit)) (Details)                                     
133: R98         Income Taxes (Schedule Of Deferred Tax Assets And   HTML     79K  
                Liabilities Resulting From Temporary Differences)                
                (Details)                                                        
134: R99         Income Taxes (Schedule Of Net Operating Loss        HTML     67K  
                Carryforwards And Tax Credit Carryforwards)                      
                (Details)                                                        
135: R100        Related Party Transactions (Narrative) (Details)    HTML     80K  
136: R101        Related Party Transactions (Schedule of Related     HTML     66K  
                Party Electric Power Supply Agreements) (Details)                
137: R102        Related Party Transactions (Schedule of Affiliate   HTML     59K  
                Receivables and Payables) (Details)                              
138: R103        Related Party Transactions (Schedule of Capital     HTML     48K  
                Contributions) (Details)                                         
139: R104        Related Party Transactions (Effects of              HTML     88K  
                Related-party Transactions on the Statement of                   
                Income (Details)                                                 
140: R105        Commitments And Contingencies (Environmental        HTML     93K  
                Matters) (Details)                                               
141: R106        Supplemental Information (Narrative) (Details)      HTML     60K  
142: R107        Supplemental Information (Cash and Cash             HTML     67K  
                Equivalents) (Details)                                           
143: R108        Supplemental Information (Allowance for Doubtful    HTML     56K  
                Accounts) (Details)                                              
144: R109        Supplemental Information (Inventories) (Details)    HTML     58K  
145: R110        Supplemental Information (Schedule of Asset         HTML     67K  
                Retirement Obligations (Details)                                 
146: R111        Supplemental Information (Schedule of Excise        HTML     49K  
                Taxes) (Details)                                                 
147: R112        Supplemental Information (Allowance For Funds Used  HTML     60K  
                During Construction) (Details)                                   
148: R113        Supplemental Information (Earnings Per Share)       HTML     56K  
                (Details)                                                        
149: R114        Supplemental Information (Supplemental Cash Flow    HTML     70K  
                Information) (Details)                                           
150: R115        Segment Information (Schedule Of Segment Reporting  HTML    154K  
                Information By Segment) (Details)                                
151: R116        Segment Information (Disaggregation of Revenues)    HTML    222K  
                (Details)                                                        
152: R117        Schedule I - Condensed Financial Information Of     HTML     99K  
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                Parent (Statement of Cash Flows) (Details)                       
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                Parent Other Income (Expense), Net (Details)                     
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‘EX-10.16’ — 2022 Ameren Executive Incentive Plan

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

<! C: C:

Document

EXHIBIT 10.16

2022 Ameren Short-Term
Incentive Plan

Plan Summary

Effective January 1, 2022

EXHIBIT 10.16


Contents Page
Summary			3
Eligibility			3
Award Opportunities			3
Plan Structure			3
Annual Performance Metrics			3
Definitions			4
Performance Achievement Levels			6
Base Award			6
Individual Performance Modifier			6
Individual Short-Term Incentive Payout			7
Impact of Events			8
Confidentiality and Non-Solicitation Obligations			9
Confidential Information			9
Non-Solicitation			10
Impact on Incentive Award Payment			10
Ameren Relief			10
Administration			11
Governing Law, Jurisdiction and Agreement to Arbitrate			11
Miscellaneous			11
Contact			12

EXHIBIT 10.16


Summary

The Ameren Short-Term Incentive Plan (“STIP”) is intended to reward eligible Officers for their contributions to Ameren’s success. The STIP rewards Officers for results in the following categories: financial performance, safety, operational performance, customer, diversity, equity & inclusion, and individual performance during the plan year (January 1 - December 31). The STIP is approved by the Human Resources Committee of Ameren’s Board of Directors (“Committee”). The Committee reserves the right at its sole discretion to revise, modify, suspend, continue or discontinue the STIP at any time. The STIP is an annual plan that is offered to eligible Officers on a year by year basis. The Committee retains the discretion to not offer the STIP for a future plan year or, if it is offered, to establish different features, terms and conditions.


Eligibility

All Officers0F1 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 STIP pursuant to the terms described herein and except as provided under “Impact of Events” (below). As a result, an award will not vest and become earned until payout.


Award Opportunities

Award opportunity percentages are set by the Committee. Annually, participants receive a communication statement regarding their short-term incentive target opportunity, expressed as a percentage of 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 the participant's salary changes during the plan year, proration will apply as specified in “Job changes during plan year" under “Impact of Events.”


Plan Structure

The STIP has three primary components: (1) annual performance metrics; (2) base award; and (3) individual performance modifier. Taken together, these components will determine an individual short-term incentive payout. These components and determination of the payout are described in more detail below.

Annual Performance Metrics

The performance metrics in the 2022 STIP are shown below:


Metric			Weight
Financial Performance: Earnings Per Share (EPS)			70%
Safety: Safety c2c Participation rate Job-Safety Briefings c2c Interaction			5% 5%
Operational Performance: Callaway Performance Index (CPI)			5%
Customer: SAIFI (Reliability) JD Power Ranking (Customer Perception) Ameren Listens After Call Survey (Customer Satisfaction)			5% 2.5% 2.5%
Diversity, Equity & Inclusion Supplier Diversity Workforce Diversity			2.5% 2.5%

1 The role of Assistant Vice President is considered to be an Officer of the company and therefore, eligible for the Ameren Short-Term Incentive Plan.

EXHIBIT 10.16

Definitions

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”).

Safety c2c Participation Rate - The safety co-worker to co-worker ("c2c") Participation Rate measures the percent of co-workers (unique observers) that have performed at least one c2c during a month. A c2c is a leading indicator for safety performance and represents a formal process for co-worker interactions with the goal of:

- Reinforcing positive behaviors;

- Providing constructive feedback for at risk behaviors and conditions;

- Identifying and discussing corrective actions or continuous improvement opportunities;

- Gathering safety behavior data for trending, sharing and learning; and

- Proactively correcting behaviors to prevent injuries.

To calculate the c2c participation rate, the total number of co-workers who have performed one or more c2c's during the month is divided by the established baseline headcount to determine the participation rate for that month. Each month is mutually exclusive and each monthly participation rate is averaged to determine the annual participation rate.

Job-Safety Briefings c2c Interaction – Job-Safety briefings are completed for every field and plant job assigned and have been shown to have a high correlation with good safety outcomes for each job. The job-safety briefing is designed to put focus on active participation, hazard identification and risk mitigation in the job briefing process. The Job-Safety Briefings c2c interaction is intended to stress the importance and enhance the effectiveness of the of the job briefing process. It also supports the importance of leadership being in the field to observe and coach (c2c) on the briefing process. This metric measures the number of job-safety briefing c2c's that are conducted using the job briefing c2c template. The interaction is "counted" when the briefing is observed, coaching is provided using the checklist on the template and then logging the interaction into Safety One Source.

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. The measure is calculated consistent with reporting standards of the Institute of Electrical and Electronics Engineers (IEEE), which excludes major events (e.g., major storms). A lower SAIFI result indicates higher performance. This metric is calculated based on the customer-weighted average between Ameren Illinois and Ameren Missouri and is rounded to the nearest tenth.

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. CPI measures the same 12 performance measures as the INPO Index, but measures performance over a 12-month period, as compared to the INPO Index’s 18-month performance period. A higher CPI score indicates higher performance.

EXHIBIT 10.16

JD Power Midwest Large Electric Utility Customer Satisfaction Index ("JD Power") – JD Power measures critical components driving overall residential customer satisfaction across six factors, including power quality/reliability, price, billing and payment, communications, corporate citizenship, and customer service. This metric is calculated as the simple average between Ameren Illinois and Ameren Missouri final year-end ranking, rounded to the nearest tenth.

Ameren Listens Customer Care After Call Survey ("Ameren Listens") – Ameren Listens measures overall satisfaction with call center representatives on a 5-point rating scale. The target for this metric is based on the percentage of customers rating the call center representative as 5 on a 5-point scale. This metric is calculated based on the simple average of Ameren Illinois and Ameren Missouri results, rounded to the nearest tenth percent.

Supplier Diversity – Supplier Diversity measures the overall total dollars (capital and O&M) that Ameren spends on goods and services with Tier 1 and Tier 2 suppliers who are for-profit businesses that are at least 51% owned, operated and controlled by women, minority, LGBTQ, and veterans, that have been certified by a third-party. Final results will be rounded to the nearest hundred thousand dollars.

Workforce Diversity – In alignment with Ameren's efforts to continue to build a diverse and inclusive workforce, this measure assesses the percentage of leadership positions filled during the Plan year that included a "qualified and diverse slate of candidates" when interviews were conducted. A qualified and diverse slate of candidates includes one or more qualified females, racially and/or ethnically diverse candidates, Protected Veterans, and/or individuals with a disability. This measure is calculated by dividing the number of leadership positions filled and closed during the Plan year that had diverse candidate slates by the total number of leadership positions filled and closed during the Plan year. Final results will be rounded to the nearest tenth of a percent.

EXHIBIT 10.16

Performance Achievement Levels

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 results for each of the performance metrics 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. Final results for each metric will be multiplied by the metric weighting and then rounded to the nearest tenth percent.

For the Safety c2 Participation Rate and Job-Safety Briefing c2c metrics, the final results for purposes of the Base Award calculation will be subject to Lost Workday Away ("LWA") performance for the plan year, as follows:


LWA Performance			Safety Payout Opportunity*
Top Quartile			Actual safety results used for calculating base award
Below Top Quartile			Payout determined based on actual safety results, but capped at 150%, regardless of actual c2c Participation and Job-Safety Briefing c2c results

*In all cases, the Committee retains discretion to further adjust the safety payout.

As described below, this formulaic Base Award will then be subject to modification based on your individual contributions and performance. The final award for each participant will be rounded up to the nearest $100.

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.

In the event that maximum results are achieved under the performance metrics 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.

EXHIBIT 10.16

Individual Short-Term Incentive Payout

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 and performance. The maximum payout under the STIP is 200% of your short-term target incentive target opportunity.

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

2022 STIP awards will be paid no later than March 15, 2023. 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. In the event an award is mistakenly calculated and paid, Ameren has the right to recover any overpayment of an award or to make an additional payment of an award that was underpaid.

EXHIBIT 10.16


Impact of Events

The following table shows how the STIP payout is impacted by various employment events.


Event			Payout
Hire during plan year			The award pays out by March 15, 2023 based on 2022 base salary and final performance results, 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, 2023 based on 2022 base salary and final performance results, 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 (Retirement is defined as leaving the Company voluntarily at age 55 or older with at least 5 years of service)			Except as otherwise provided in this table, the award pays out by March 15, 2023 based on 2022 base salary and final performance results, 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, 2023 based on 2022 base salary and final performance results, 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 termination			No payout if termination occurs during the plan year or following the plan year but before any award is paid, regardless of whether the participant is retirement eligible at the time of involuntary termination.
Voluntary Termination			No payout if termination occurs during the plan year or following the plan year but before any award is paid and participant is not otherwise retirement eligible at the time of voluntary termination.
Violation of Confidentiality or Non-Solicitation Provision, or engaging in conduct or activity that is detrimental to Ameren, as further described below			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.

EXHIBIT 10.16


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 the 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 the 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.

Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If the Participant files a lawsuit for retaliation by the Ameren for reporting a suspected violation of law, the Participant may disclose the Ameren’s trade secrets to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

EXHIBIT 10.16

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.

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

The 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. The Officer acknowledges and agrees that a breach by the 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 the 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 the Officer’s violation or threatened violation of the Confidentiality and/or Non-Solicitation provisions.

EXHIBIT 10.16

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 STIP and the employee’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 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 STIP, all of which will be binding upon participants. The Committee has the authority to cap or reduce the final STIP payout results and make such other adjustments to the STIP pursuant to its discretion in the Plan and notwithstanding the references to Code Section 162(m) in the Plan. If any provision of this STIP conflicts in any manner with the Plan, the terms of the Plan shall control.


Governing Law, Jurisdiction and Agreement to Arbitrate

The STIP shall be interpreted and governed in accordance with the laws of the State of Missouri. Any action regarding the STIP, 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 the 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 Officer shall have any claim or right to receive an award under this STIP. Neither this STIP 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 STIP, the transfer of employment by an employee between subsidiaries shall not be deemed a termination of the employee’s employment.

EXHIBIT 10.16


Contact

Questions regarding this plan may be directed to the Director, Compensation & Performance at 314.494.5730.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	3/15/23
Filed as of:	2/23/22
Filed on:	2/22/22
	1/1/22
For Period end:	12/31/21	11-K
		List all Filings

17 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
12/19/23  Ameren Corp.                      424B2                  2:449K                                   Toppan Merrill/FA
12/18/23  Ameren Corp.                      424B3                  1:429K                                   Toppan Merrill/FA
11/16/23  Ameren Corp.                      424B2                  2:450K                                   Toppan Merrill/FA
11/15/23  Ameren Corp.                      424B3                  1:433K                                   Toppan Merrill/FA
11/13/23  Ameren Corp.                      424B5                  1:356K                                   Toppan Merrill/FA
10/13/23  Ameren Corp.                      S-3ASR     10/13/23   14:1.9M                                   Toppan Merrill/FA
 5/18/23  Ameren Corp.                      S-3ASR      5/18/23    5:440K                                   Toppan Merrill/FA
 2/22/23  Ameren Corp.                      10-K       12/31/22  160:40M
11/10/22  Ameren Corp.                      424B5                  2:388K                                   Toppan Merrill/FA
11/09/22  Ameren Illinois Co.               424B2                  2:678K                                   Toppan Merrill/FA
11/08/22  Ameren Illinois Co.               424B3                  1:657K                                   Toppan Merrill/FA
 8/16/22  Ameren Illinois Co.               424B2                  2:662K                                   Toppan Merrill/FA
 8/15/22  Ameren Illinois Co.               424B3                  1:633K                                   Toppan Merrill/FA
 5/12/22  Ameren Corp.                      S-8         5/12/22    6:310K                                   Toppan Merrill/FA
 3/22/22  Union Electric Co.                424B2                  2:773K                                   Toppan Merrill/FA
 3/21/22  Union Electric Co.                424B3                  1:726K                                   Toppan Merrill/FA

74 Previous Filings that this Filing References

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

11/18/21  Ameren Corp.                      8-K:8,9    11/18/21   15:547K                                   Toppan Merrill/FA
10/12/21  Ameren Corp.                      8-K:5,9    10/08/21   12:344K                                   Donnelley … Solutions/FA
 6/29/21  Ameren Corp.                      8-K:8,9     6/29/21   16:935K                                   Toppan Merrill/FA
 6/22/21  Ameren Corp.                      8-K:8,9     6/22/21   15:688K                                   Toppan Merrill/FA
 3/05/21  Ameren Corp.                      8-K:8,9     3/05/21   15:434K                                   Donnelley … Solutions/FA
 2/22/21  Ameren Corp.                      10-K       12/31/20  158:39M
11/23/20  Ameren Corp.                      8-K:8,9    11/23/20   16:582K                                   Donnelley … Solutions/FA
10/09/20  Ameren Corp.                      8-K:8,9    10/09/20   16:577K                                   Donnelley … Solutions/FA
 4/03/20  Ameren Corp.                      8-K:2,8,9   4/03/20   15:555K                                   Donnelley … Solutions/FA
 3/20/20  Ameren Corp.                      8-K:8,9     3/20/20   16:598K                                   Donnelley … Solutions/FA
 2/28/20  Ameren Corp.                      10-K       12/31/19  164:43M
12/11/19  Ameren Corp.                      8-K:1,2,9  12/09/19   14:1.8M                                   Donnelley … Solutions/FA
11/26/19  Ameren Corp.                      8-K:8,9    11/26/19   16:594K                                   Donnelley … Solutions/FA
11/08/19  Ameren Corp.                      10-Q        9/30/19   97:23M
10/01/19  Ameren Corp.                      8-K:8,9    10/01/19   16:646K                                   Donnelley … Solutions/FA
 9/16/19  Ameren Corp.                      8-K:8,9     9/16/19   15:435K                                   Donnelley … Solutions/FA
 3/06/19  Ameren Corp.                      8-K:8,9     3/06/19    5:426K                                   Donnelley … Solutions/FA
 2/26/19  Ameren Corp.                      10-K       12/31/18  155:38M
11/15/18  Ameren Corp.                      8-K:8,9    11/15/18    5:361K                                   Donnelley … Solutions/FA
 5/22/18  Ameren Corp.                      8-K:8,9     5/22/18    5:317K                                   Donnelley … Solutions/FA
 4/06/18  Ameren Corp.                      8-K:8,9     4/06/18    5:325K                                   Donnelley … Solutions/FA
 2/28/18  Ameren Corp.                      10-K       12/31/17  154:37M
12/15/17  Ameren Corp.                      S-3ASR     12/15/17   23:5.1M                                   Toppan Merrill-FA
12/13/17  Ameren Corp.                      8-K:5,9    12/07/17    4:240K                                   Donnelley … Solutions/FA
11/28/17  Ameren Corp.                      8-K:8,9    11/28/17    5:343K                                   Donnelley … Solutions/FA
11/03/17  Ameren Corp.                      10-Q        9/30/17   85:16M
 6/26/17  Ameren Corp.                      8-K:2,9     6/22/17    2:461K                                   Donnelley … Solutions/FA
 6/15/17  Ameren Corp.                      8-K:8,9     6/15/17    7:424K                                   Donnelley … Solutions/FA
 2/28/17  Ameren Corp.                      10-K       12/31/16  149:37M
12/06/16  Ameren Corp.                      8-K:8,9    12/06/16    6:284K                                   Donnelley … Solutions/FA
 6/23/16  Ameren Corp.                      8-K:8,9     6/23/16    6:338K                                   Donnelley … Solutions/FA
 2/26/16  Ameren Corp.                      10-K       12/31/15  162:38M
12/14/15  Ameren Corp.                      8-K:8,9    12/14/15    7:360K                                   Donnelley … Solutions/FA
11/24/15  Ameren Corp.                      8-K:8,9    11/24/15    7:452K                                   Donnelley … Solutions/FA
 8/06/15  Ameren Corp.                      10-Q        6/30/15  101:18M
 4/06/15  Ameren Corp.                      8-K:8,9     4/06/15    7:377K                                   Donnelley … Solutions/FA
12/10/14  Ameren Illinois Co.               8-K:8,9    12/10/14    7:371K                                   Donnelley … Solutions/FA
 6/30/14  Ameren Corp.                      8-K:8,9     6/30/14    7:361K                                   Donnelley … Solutions/FA
 6/04/14  Ameren Corp.                      S-8         6/04/14    5:546K                                   Davis Polk & … LLP 01/FA
 4/04/14  Ameren Corp.                      8-K:8,9     4/04/14    7:425K                                   Donnelley … Solutions/FA
 3/03/14  Ameren Corp.                      10-K       12/31/13  166:57M
12/10/13  Ameren Corp.                      8-K:8,9    12/10/13    7:376K                                   Donnelley … Solutions/FA
12/18/12  Ameren Corp.                      8-K:5,9    12/13/12    6:383K                                   Donnelley … Solutions/FA
11/09/12  Ameren Illinois Co.               10-Q        9/30/12  111:63M                                    Donnelley … Solutions/FA
 9/11/12  Union Electric Co.                8-K:8,9     9/11/12    6:472K                                   Donnelley … Solutions/FA
 8/20/12  Ameren Illinois Co.               8-K:8,9     8/20/12    7:394K                                   Donnelley … Solutions/FA
 6/21/12  Ameren Illinois Co.               S-3ASR      6/21/12   23:3.1M                                   Donnelley … Solutions/FA
11/08/11  Ameren Illinois Co.               10-Q        9/30/11   94:43M                                    Donnelley … Solutions/FA
 4/21/11  Ameren Illinois Co.               8-K:5,9     4/21/11    2:83K                                    Donnelley … Solutions/FA
 2/24/11  Ameren Illinois Co.               10-K       12/31/10  169:48M                                    Donnelley … Solutions/FA
10/07/10  Ameren Illinois Co.               8-K:2,9    10/01/10   13:846K                                   Donnelley … Solutions/FA
 4/15/10  Ameren Illinois Co.               S-4                    8:4.5M                                   Toppan Merrill-FA
 2/26/10  Central Illinois Light Co.        10-K       12/31/09   82:14M                                    Donnelley … Solutions/FA
10/14/09  Ameren Corp.                      8-K:5,9    10/09/09    3:219K
 3/23/09  Union Electric Co.                8-K:8,9     3/20/09    7:628K                                   Toppan Merrill/FA
 3/02/09  Ameren Corp.                      10-K       12/31/08   47:7.3M                                   Donnelley … Solutions/FA
 8/08/08  Ameren Corp.                      10-Q        6/30/08   33:5.6M
 6/19/08  Ameren Corp.                      8-K:8,9     6/19/08    7:659K                                   Toppan Merrill/FA
 6/19/06  Ameren Corp.                      8-K:2,8,9   6/14/06   13:2.9M                                   Toppan Merrill/FA
 2/16/06  Ameren Corp.                      8-K:1,9     2/10/06    7:617K
 7/21/05  Ameren Corp.                      8-K:8,9     7/21/05    7:602K                                   Toppan Merrill/FA
 1/27/05  Union Electric Co.                8-K:8,9     1/27/05    7:563K                                   Toppan Merrill/FA
 9/23/04  Ameren Corp.                      8-K:8,9     9/23/04    7:293K                                   Toppan Merrill-FA
 5/10/04  Central Illinois Light Co.        10-Q        3/31/04   39:1M                                     Ameren Corp.
 3/11/03  Union Electric Co.                8-K:5,7     3/10/03    8:199K                                   Toppan Merrill-FA
12/23/02  Illinois Power Co.                8-K:5,7    12/20/02    5:432K                                   Donnelley Fin’l S… 06/FA
 8/23/02  Union Electric Co.                8-K:5,7     8/22/02    8:528K                                   Toppan Merrill-FA2/FA
 1/31/02  Ameren Corp.                      S-3                   12:762K                                   Toppan Merrill-FA2/FA
 4/24/01  Ameren Illinois Co.               S-3                   10:644K                                   Toppan Merrill-FA2/FA
 3/30/01  Union Electric Co.                10-K405    12/31/00    4:185K                                   Ameren Corp.
 3/30/99  Ameren Corp.                      10-K       12/31/98   11:374K                                   Bowne - Bde
11/13/98  Union Electric Co.                10-Q        9/30/98    7:232K                                   Ameren Corp.
11/13/95  Ameren Corp.                      S-4                   16:839K                                   Donnelley … Solutions/FA
 3/29/94  Union Electric Co.                10-K       12/31/93   11:524K                                   Donnelley Fin’l S… 03/FA

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Filing Submission 0001002910-22-000038 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ameren Corp., et al. – ‘10-K’ for 12/31/21 – ‘EX-10.16’

On: Tuesday, 2/22/22, at 6:43pm ET · As of: 2/23/22 · For: 12/31/21 · Accession #: 1002910-22-38 · File #s: 1-02967, 1-03672, 1-14756

Annual Report — Form 10-KFiling Table of Contents

‘EX-10.16’ — 2022 Ameren Executive Incentive Plan

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

Dates Referenced Herein and Documents Incorporated by Reference

17 Subsequent Filings that Reference this Filing

74 Previous Filings that this Filing References

Annual Report — Form 10-K

Filing Table of Contents