installments over a period of 5, 10 or 15 years. In the event a participant terminates employment with the Company and its subsidiaries prior to age 55, the balance in such participants
deferral account is distributable in a lump sum to the participant within 30 days of the date the participant terminates employment.
Participants
are 100 percent vested at all times in the value of their contributions, investment earnings and any Company 401(k) matching credits. A participants benefit will be comprised of separate bookkeeping accounts evidencing his or her interest
in each of the investment funds in which contributions and applicable matching contributions have been deemed invested. While no actual contributions are made to the funds, earnings or losses are calculated using the valuation methodology employed
by the record keeper for each of the corresponding funds. Participants may generally transfer investments among various investment alternatives on a daily basis, subject to the provisions of the Ameren Deferred Compensation Plan.
O
THER
P
OTENTIAL
P
OST
-E
MPLOYMENT
P
AYMENTS
Employment Agreements
The Company has no
employment agreements with the NEOs.
General Severance Plan
Ameren maintains the Ameren Corporation Severance Plan for Ameren Employees, which provides for severance based on years of service and weeks of pay
for all regular full-time employees on the active payroll. Through December 31, 2017, the NEOs were covered under this plan in the event of a qualifying termination (defined under the plan) and are eligible for severance on the same basis as
other regular full-time employees. Effective January 1, 2018, the NEOs are covered under the Ameren Corporation Severance Plan for Ameren Officers, as described above under EXECUTIVE
COMPENSATION C
OMPENSATION
D
ISCUSSION
AND
A
NALYSIS
Severance
.
Change of Control
Change of Control Severance
Plan
. Severance and PSUP provisions pursuant to a Change of Control (as defined below) were redesigned or designed by the Committee in 2006 and subsequent changes to the Change of Control Plan have been made in response to various changes in tax
laws. In 2008, Amerens Board of Directors adopted a Second Amended and Restated Change of Control Severance Plan, as amended (the Change of Control Plan). Other Ameren plans also carry change of control provisions. The Change of
Control Plan was amended in 2009 to eliminate reimbursement and
gross-up
payments in connection with any excise taxes that may be imposed on benefits received by any officers who first become designated as
entitled to receive benefits under the Change of Control Plan on or after October 1, 2009.
Under the Change of Control Plan, designated
officers of Ameren and its subsidiaries, including the NEOs, are entitled to receive severance benefits if their employment is terminated without Cause (as defined below) or by the NEO for Good Reason (as defined below) within two years after a
Change of Control.
Definitions of Change of Control, Cause and Good Reason
A change of control (Change of Control) occurs under the Change of Control Plan, in general, upon:
(i) the acquisition of 20 percent or more of the outstanding Common Stock of Ameren or of the combined voting power of the outstanding voting
securities of Ameren;
(ii) a majority change in composition of the board of directors;
(iii) a reorganization, merger or consolidation, sale or other disposition of all or substantially all of the assets of Ameren, unless current
shareholders continue to own 60 percent or more of the surviving entity immediately following the transaction; or
(iv) approval by Ameren
shareholders of a complete liquidation or dissolution of Ameren.
Cause is defined as follows:
(i) the participants willful failure to substantially perform his or her duties with Ameren (other than any such failure resulting from the
participants disability), after notice and opportunity to remedy;
Ameren Corporation
2018 Proxy
Statement
77