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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
(Amendment No.)
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| Filed by the Registrant x | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: |
| oPreliminary Proxy Statement |
| oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| oDefinitive Additional Materials |
| oSoliciting Material Pursuant to §240.14a-12 |
AMEREN CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| oFee computed on table below per Exchange Act Rules 14a-6(i) |
| 1) Title of each class of securities to which transaction applies: |
| 2) Aggregate number of securities to which transaction applies: |
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) Proposed maximum aggregate value of transaction: |
| 5) Total fee paid: |
| Fee paid previously with preliminary materials. |
| oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) Amount Previously Paid: |
| 2) Form, Schedule or Registration Statement No.: |
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS AND PROXY STATEMENT OF
AMEREN CORPORATION
| 3) Filing Party: |
| 4) Date Filed: |
| SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
| Time and Date: | 9:00 A.M.
| |
| Tuesday | |
| April 24, 2007 | ||
| Place: | The Saint Louis Art Museum | |
| Forest Park | ||
| One Fine Arts Drive | ||
| St. Louis, Missouri | ||
| (Free parking will be available) |
IMPORTANT
ImportantIf you plan to attend the annual meeting of shareholders, please advise the Company in your proxy vote (by telephone or the Internet or by checking the appropriate box on the proxy card) and bring the Admission Ticket on the bottomreverse side of your proxy instruction card. Persons without tickets will be admitted to the meeting upon verification of their shareholdings in the Company. If your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on March 6, 2006,2007, the record date for voting. Please note that cameras and other recording devices will not be allowed in the meeting.Please vote by proxy (via telephone or the Internet or the enclosed proxy card) even if you own only a few shares. If you attend the meeting and want to change your proxy vote, you can do so by voting in person at the meeting.
STEVEN R. SULLIVAN
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| Appendix A | ||
i
The Company is
and the Ameren Corporation 2006 Omnibus Incentive Compensation Plan.
is present shall be valid as an act of the shareholders. In tabulating the number of votes on such matters (i) shares represented by a proxy which directs that the shares abstain from voting or that a vote be withheld on a matter shall be deemed to be represented at the meeting as to such matter, (ii) broker non-votes shall not be deemed to be represented at the meeting for the purpose of the vote on such matter or matters, (iii) except as provided in (iii)(iv) below, shares represented by a proxy as to which voting instructions are not given as to one or more matters to be voted on shall not be deemed to be represented at the meeting for the purpose of the vote as to such matter or matters, and (iii)(iv) a proxy which states how shares will be voted in the absence of instructions by the shareholder as to any matter shall be deemed to give voting instructions as to such matter. Shareholder votes are certified by independent inspectors of election.
| - | by calling the toll-free telephone number; |
| - | by using the Internet |
| - | by completing and signing the enclosed proxy card and mailing it in time to be received before the Annual Meeting. |
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- by calling toll free |
1-800-255-2237 (or in the St. Louis area314-554-3502).
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Eleven
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 | Susan S. Chairman and Co-Chief Executive Officer of Systems Service Enterprises, Age: | |
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President of Energy Global, Inc.,a consulting firm which specializes in corporate development, diversification and government relations strategies for energy companies. From 2002 to 2004, Dr. Jackson served as Managing Director of FE Clean Energy Group, a global private equity management firm that invests in energy companies and projects in Central and Eastern Europe, Latin America and Asia. From 1985 to 2001, Dr. Jackson was President of a consulting firm that advised energy companies on corporate development and diversification strategies and national and international governmental institutions on energy policy. From 1985 to 1995, she was Chief of Staff of the Coal Industry Advisory Board, which was established by the Paris-based International Energy Agency to obtain expert advice from industry executives on strategies for reducing dependence on oil. From 1978 to 1985, she held corporate planning, business development and international sales and marketing positions at Peabody Holding Company, Inc. Dr. Jackson is a past Deputy Chairman of the Federal Reserve Bank of St. Louis. Director of the Company since
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Vice President, Corporate Secretary and Assistant General Counsel of The Boeing Company,an aerospace and defense firm. Mr. Johnson joined The Boeing Company in May 1998 and has served in his current position since December 2003. Prior to joining The Boeing Company, Mr. Johnson served as Vice President, Secretary and Assistant General Counsel of Northrop Grumman Corporation from 1988 to 1998. Director of the Company since 2005. Other directorships: Hanesbrands Inc. 54. | ||
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Retired Chairman of GenAmerica Financial Corporation,which provides life, pension, annuity and related insurance products and services. Mr. Liddy served as Chairman of the Board of GenAmerica Financial and its predecessor companies from
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Retired Chairman and Chief Executive Officer of AMSTED Industries Incorporated, Chicago, Illinois,a manufacturer of railroad, construction, and general industrial products. Mr. Lohman was elected President of AMSTED Industries in 1988 and became Chief Executive Officer in 1990 and Chairman in 1997. He retired in 1999. Director of the Company since 1997. Other directorships: Acco Brands Corporation; Fortune Brands, Inc.
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Retired Chairman and Chief Executive Officer of the Company, UE and Ameren Services and retired Chairman of CILCORP and CILCO. Mr. Mueller began his career with UE in 1961 as an engineer and held various positions with UE and other Ameren subsidiaries during his employment. He was elected President of UE in 1993 and Chief Executive Officer in 1994. Mr. Mueller was elected Chairman, Chief Executive Officer and President of Ameren upon its formation in 1997. He relinquished his position as President of Ameren, UE and Ameren Services in 2001. He was elected Chairman of CILCORP and CILCO in January 2003. Mr. Mueller retired as an officer of Ameren and its subsidiaries on December 31, 2003. Director of the Company since 1997. Mr. Mueller is a past Chairman and former director of the Federal Reserve Bank of St. Louis. Other directorships: Angelica Corporation.
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Group President of Caterpillar Inc.,a maker of construction and mining
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Chairman,
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Partner of Cynwyd Investments,a family real estate partnership. Mr. Saligman has been a partner of Cynwyd Investments since 1996. He also served in various executive capacities in the consumer products industry for more than 35 years. Director of the Company since 1997.
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 | Jack D. Woodard Retired Executive Vice President and Chief Nuclear Officer of Southern Nuclear Operating Company, Inc., a subsidiary of The Southern Company, which is a utility holding company. Mr. Woodard joined The Southern Company system in 1971 and in 1988, he was elected Alabama Power’s Vice President of Nuclear, in 1990 he was elected Vice President of Southern Nuclear Operating Company, Inc. and in 1993, Mr. Woodard was elected Executive Vice President and Chief Nuclear Officer of Southern Nuclear Operating Company, Inc. He retired in 2004. Mr. Woodard served as an independent advisor to Ameren’s Board of Directors and to the Board’s Nuclear Oversight Committee from 2005 until his election as a Director. Director of the Company since August 2006. Age: 63. | |
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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE DIRECTOR NOMINEES.
Board and Committee Meetings and Annual Meeting Attendance –
Directors (the “Director Nomination Policy”).
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| Members: | Douglas R. Oberhelman, Chairman | Richard A. Liddy | ||
Stephen F. Brauer | Richard A. Lumpkin | |||
| Susan S. Elliott |
|
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and the NYSE listing standards. The Audit Committee has established a system to enable employees to communicate directly with the members of the Committee about deficiencies in the Company’s accounting, internal controls and financial reporting practices. The Audit Committee held 12nine meetings in 2005.2006. The Board of Directors has determined that each of the members of the Audit Committee is qualified to serve on the Audit Committee in accordance with the criteria specified in rules issued by the SEC and the NYSE. The Board of Directors has determined that Douglas R. Oberhelman qualifies as an “audit committee financial expert” as that term is defined by SEC rules.
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| Members: | Richard A. Liddy, Chairman | Harvey Saligman | ||
Gordon R. Lohman | Patrick T. Stokes | |||
Richard A. Lumpkin |
| • | considering compensation for the Executives (as defined below) in the context of all of the components of total compensation; | |
| • | requiring several meetings to discuss important decisions; | |
| • | reviewing tally sheets for the Executives including all components of total compensation packages; |
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| • | receiving meeting materials several days in advance of meetings; | |
| • | conducting executive sessions with Committee members only; and | |
| • | obtaining professional advice from an outside compensation consultant engaged directly by the Committee that enabled the Committee to make decisions in the best interests of the Company, and having direct access to the outside compensation consultant. |
Officers
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| Members: | Gordon R. Lohman, Chairman | Harvey Saligman | ||
James C. Johnson | Patrick T. Stokes |
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2006.
who provide the required information and certifications within the time requirements, as set forth in the Policy Regarding Nominations of Directors.Director Nomination Policy. The Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees. The Company paid a third-party search firm a fee to identify or evaluate or assist in identifying or evaluating potential director nominees.
| • | the highest professional and personal ethics; | |
| • | broad experience in business, government, education or technology; | |
| • | ability to provide insights and practical wisdom based on their experience and expertise; | |
| • | commitment to enhancing shareholder value; | |
| • | sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number; | |
| • | compliance with legal and regulatory requirements; | |
| • | ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company; and |
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| • | independence; a majority of the Board shall consist of independent directors, as defined by the Company’s Director Nomination Policy. See “— Corporate Governance —Director Independence” below. |
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| Members: | Charles W. Mueller, Chairman | James C. Johnson | ||
Stephen F. Brauer | Douglas R. Oberhelman | |||
| Gayle P.W. Jackson |
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The Public Policy Committee held five meetings in 2006.
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| Members: | Gary L. Rainwater, | |||
| Chairman | Charles W. Mueller | |||
| Richard A. Liddy | Douglas R. Oberhelman | |||
| Gordon R. Lohman | Harvey Saligman |
2006.
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| Members: | Jack D. Woodard, Chairman | Gayle P.W. Jackson | ||
| Susan S. Elliott | Charles W. Mueller |
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2006.
Director Compensation
Fees and Stock Awards – In 2005, the compensation for each director who is not an employee of the Company consisted of the following:
Directors who are employees of the Company do not receive compensation for their services as a director.
The following table sets forth the compensation paid to non-management directors for fiscal year 2005, other than reimbursement for travel expenses.
Director | Annual Board/ Committee Retainer ($) | Board Meeting Fees ($) | Committee Meeting Fees ($) | All Other Compensation ($)(1) | Total ($) | Stock Awards (in shares)(2) | |||||||
S. S. Elliott | 23,340 | 10,500 | 16,000 | - | 49,840 | 1,000 | |||||||
G. P.W. Jackson | 16,670 | 9,000 | 5,000 | - | 30,670 | 1,000 | |||||||
J. C. Johnson | 13,336 | 9,000 | 7,000 | - | 29,336 | 1,000 | |||||||
R. A. Liddy | 31,680 | 10,500 | 19,000 | 22,927 | 84,107 | 1,000 | |||||||
G. R. Lohman | 36,672 | 10,500 | 13,000 | 100,747 | 160,919 | 1,000 | |||||||
R. A. Lumpkin | 25,000 | 9,000 | 15,000 | 37,962 | 86,962 | 1,000 | |||||||
C. W. Mueller | 35,006 | 10,500 | 11,000 | 12,850 | (3) | 69,356 | 1,000 | ||||||
D. R. Oberhelman | 31,680 | 10,500 | 16,000 | 4,663 | 62,843 | 1,000 | |||||||
H. Saligman | 25,000 | 10,500 | 14,000 | 71,758 | 121,258 | 1,000 | |||||||
P. T. Stokes | 20,000 | 9,000 | 5,000 | 1,150 | 35,150 | 1,000 |
Deferred Compensation Plan Participation – An optional deferred compensation plan available to directors permits non-management directors to defer all or part of their annual cash retainers and meeting fees. The minimum amount that can be deferred in any calendar year is $3,500. Deferred amounts, plus an interest factor, are used to provide payout distributions following completion of Board service and certain death benefits. Deferred amounts earn interest at 150 percent of the average Mergent’s Seasoned AAA Corporate Bond Yield Index (“Mergent’s Index,” formerly called Moody’s Index) until the participant director retires or dies. After the participant director retires or dies, the deferred amounts earn interest at the average Mergent’s Index rate. For 2005, the average Mergent’s Index rate was 5.63 percent, 150 percent of which was 8.46 percent. A participant director may choose to receive the deferred amounts at retirement in a lump sum payment or in installments over five, ten or fifteen years. Costs of the deferred compensation plan are expected to be recovered through the purchase of life insurance on the participants, with the Company being the owner and beneficiary of the insurance policies.Directors Liddy, Lohman, Lumpkin, Oberhelman, Saligman and Stokes deferred
amounts under the plan in 2005. In the event a participating director resigns from the Board of Directors prior to becoming eligible for retirement and after the occurrence of a change in control (as defined in such plan), the balance in such director’s deferral account, including interest payable at 150 percent of the average Mergent’s Index, shall be distributed in a lump sum to the director within 30 days after the date the director resigns.
Stock Ownership Guideline – In August 2004, the Company’s Board of Directors adopted a stock ownership guideline applicable to all of its directors. Under this guideline, for directors within five years of its adoption or within five years after initial election to the Board, all directors are highly encouraged to own Company Common Stock equal in value to at least three times their base cash annual retainer and to hold such amount of stock throughout their directorships.
Corporate Governance
Corporate Governance Guidelines and Policies, Committee Charters and Codes of Conduct –
| • | has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company; |
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| • | is not an employee of the Company and no member of his or her immediate family is an executive officer of the Company; | |
| • | has not been employed by the Company and no member of his or her immediate family has been an executive officer of the Company during the past three years; | |
| • | has not received and no member of his or her immediate family has received more than $100,000 per year in direct compensation from the Company in any capacity other than as a director or as a pension for prior service during the past three years; | |
| • | is not and no member of his or her immediate family is currently a partner of a firm that is the Company’s internal or external auditor; is not a current employee of the Company’s internal or external auditor; does not have an immediate family member who is a current employee of the Company’s internal or external auditor and who participates in that firm’s audit, assurance or tax compliance (but not tax planning) practices; and for the past three years has not, and no member of his or her immediate family has been (and no longer is) a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time; | |
| • | is not and no member of his or her immediate family is currently, and for the past three years has not been, and no member of his or her immediate family has, been part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that employs the director or an immediate family member of the director; | |
| • | is not an executive officer or an employee, and no member of his or her immediate family is an executive officer, of another company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single year, exceeds the greater of $1 million, or two percent of such other company’s consolidated revenues during any of the past three years; | |
| • | is free of any relationships with the Company that may impair, or appear to impair his or her ability to make independent judgments; and | |
| • | is not and no member of his or her immediate family is employed as an executive officer of a charitable organization that receives contributions from the Company or a Company charitable trust, in an amount which exceeds the greater of $1 million or two percent of such charitable organization’s total annual receipts. |
| • | any payments by the Company to a director’s primary business affiliation or the primary business affiliation of an immediate family member of a director for goods or services, or other contractual arrangements, must be made in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons; and | |
| • | the aggregate amount of such payments must not exceed two percent of the Company’s consolidated gross revenues; provided, however, there may be excluded from this two percent standard payments arising from (a) competitive bids which determined the rates or charges for the services and (b) transactions involving services at rates or charges fixed by law or governmental authority. |
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Under the Company’s Policy Regarding Nominationsour Board of Directors, an “independent director”or (5) if the compensation of or transaction with a director is one who:
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For purposes of determining a “material relationship,”policy, the following standards are utilized:
| • | purchases by the Companyand/or its subsidiaries of equipment, equipment leases and maintenance and training services from Caterpillar Inc. (employer of Director Oberhelman) or its subsidiaries and affiliates; provided that the aggregate amount of all such transactions may not exceed 2% of the Company’s or Caterpillar Inc.’s consolidated gross revenues during any of the past three years; | |
| • | sales of non-regulated energy services and leases of office space by the Companyand/or its subsidiaries to Caterpillar Inc. or its subsidiaries and affiliates; provided that the aggregate amount of all such transactions may not exceed 2% of Caterpillar Inc.’s consolidated gross revenues during any of the past three years; | |
| • | employment of Patricia A. Fuller, Health and Welfare Consultant, Ameren Services, sister of Gary L. Rainwater, Chairman, President and Chief Executive Officer of Ameren; | |
| • | employment of Charles R. Mueller, Supervising Engineer, AmerenIP, son of Charles W. Mueller, a director of Ameren; and | |
| • | employment of Michael G. Mueller, President of Ameren Energy Fuels and Services Company and Vice President of Ameren Services, son of Charles W. Mueller, a director of Ameren. |
For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents, children, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the director’s home and (ii) the term “primaryonly directors that had business affiliation” means an entity of which the director is a principal/executive officer or in which the director holds at least a 5 percent equity interest.
Certain Relationships and Related Transactions – During 2005, subsidiaries of Ameren were parties to certain business transactions with institutions related to directors and nominees. These transactions, which were principally related to the supply of regulated public utility energy services and non-regulated energy services, were done in the ordinary course of business, with terms and conditions the same or substantially the same as those prevailing for comparable transactions with non-affiliated persons. The Board of Directors has determined that these business transactions do not cause a material relationship to exist between the Company and a director or nominee as defined by the NYSE listing standards and the Company’s Policy Regarding Nominations of Directors.
Only Douglas R. Oberhelman had a business relationshiprelationships with the Company in 20052006 that isare required to be reported.reported are Mr. Woodard and Mr. Oberhelman. In 2006, prior to his election to the Board, Mr. Woodard received $125,200, plus reimbursement of his expenses, from the Company for acting as an independent advisor to the Board and the Nuclear Oversight Committee. Mr. Oberhelman is an executive officer of Caterpillar Inc. which purchases regulated public utility energy services and non-regulated energy services from certain of the Company’s subsidiaries (primarily CILCO, Ameren Energy Marketing Company, IP and UE) and sells and leases equipment to and provides maintenance and training services for some of the Amerenour subsidiaries. During 2005, 2006,
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aggregated approximately $46.8$52.2 million excluding revenues from the supply of regulated public utility services and revenues based on competitive bid transactions. Payments made during 20052006 by Amerenour subsidiaries to Caterpillar for the purchase or lease of equipment aggregated approximately $146,000,$131,000, for the repurchase of energy aggregated approximately $80,000$29,000 and for maintenance and training services aggregated approximately $1.3$1.6 million. Mr. Oberhelman’s wife is the Chief Executive Officer of Cullinan Properties, Ltd. (“Cullinan Properties”), a real estate development firm. During 2006, Cullinan Properties made lease payments to CILCO for office space aggregating approximately $11,000. These transactions, many of which are for multiple year terms, were entered into in the ordinary course of business on an arms length basis. The total of all payments made by the Company’sour subsidiaries to Caterpillar and payments received by the Company’sour subsidiaries from Caterpillar and Cullinan Properties during 20052006 (including payments related to the supply of regulated public utility services and payments related to competitive bid transactions) did not exceed 2two percent of Caterpillar’s 20052006 consolidated revenues of approximately $36.339 billion.$41.52 billion or two percent of Cullinan Properties consolidated revenues, respectively. In addition, the total of all payments made by Amerenour subsidiaries to Caterpillar during 20052006 was less than 2two percent of Ameren’s 2005our 2006 consolidated revenues of approximately $6.78$6.9 billion. Caterpillar, Cullinan Properties and Ameren transactions also did not exceed these 2two percent thresholds during 20032004 and 2004.
2005.
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Caterpillar Inc. Mr. Oberhelman did not participate in Ameren’s Board and Committee deliberations relating to these matters.
Corporation Board of Directors, c/o Manager of Investor Relations, Mail Code 202, 1901 Chouteau Avenue, Mail Code 202, St. Louis, Missouri 63103.E-mail communications to directors should be sent to directorcommunication@ameren.com. All communications must be accompanied by the following information: if the person submitting the communication is a shareholder, a statement of the number of shares of the Company’s Common Stock that the person holds; if the person submitting the communication is not a shareholder and is submitting the communication to the Lead Director or the non-management directors as an interested party, the nature of the person’s interest in the Company; any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and the address, telephone number ande-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested persons to the Board of Directors will be reviewed by the Manager of Investor Relations and if they are relevant to, and consistent with, the Company’s operations and policies that are approved by all non-management members of the Board and if they conform to the procedural requirements of the Policy, they will be forwarded to the Lead Director or applicable Board member or members as expeditiously as reasonably practicable.
The Board is requesting that shareholders vote in favor of adopting the Ameren Corporation 2006 Omnibus Incentive Compensation Plan (the “Plan”), which was approved by the Board of Directors on February 10, 2006, subject to shareholder approval. The Plan has been established to replace, on a prospective basis,of Ameren approved the Ameren Corporation Long-Term Incentive Planfollowing compensation program for each director who is not an employee of 1998 (the “Prior Plan”) which was previously approved by shareholders and expires on April 1, 2008. If the Plan is approved by shareholders, no new grants will be made from the Prior Plan. Any awards previously granted under the Prior Plan shall continue to vest and/or be exercisable in accordance with their original terms and conditions.Company:
| • | an annual cash retainer of $50,000 payable in 12 equal installments (increased from $20,000, effective June 9, 2006); | |
| • | an award of 1,000 immediately vested shares of the Company’s Common Stock provided annually to all directors on or about January 1. An award of 1,000 shares of the Company’s Common Stock is also provided to new directors upon initial election to the Board; | |
| • | a fee of $1,500 for each Board meeting attended; | |
| • | a fee of $1,500 for each Board Committee meeting attended (increased from $1,000, effective June 9, 2006); |
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The proposed Plan is intended to develop employees’ sense of proprietorship and personal involvement in the development and financial success
| • | an additional annual cash retainer of $10,000 for the Lead Director and for the chairpersons of the Human Resources Committee, the Nominating and Corporate Governance Committee, the Nuclear Oversight Committee, and the Public Policy Committee; | |
| • | an additional annual cash retainer of $15,000 for the chairperson of the Audit Committee and an additional $5,000 annual cash retainer for each Audit Committee member; | |
| • | reimbursement of customary and usual travel expenses; and | |
| • | eligible to participate in a nonqualified deferred compensation program earning interest at 150% of the average Mergent’s Index rate (described below). |
| Change in Pension | |||||||||||||||||||||
| Value and | |||||||||||||||||||||
| Nonqualified | |||||||||||||||||||||
| Fees Earned | Non-Equity | Deferred | |||||||||||||||||||
| or Paid | Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||||
| in Cash(1) | Awards(2) | Awards(3) | Compensation(3) | Earnings(4) | Compensation(5) | Total | |||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | ||||||||||||||
| S.F. Brauer | 16,668 | 54,912 | – | – | – | – | 71,580 | ||||||||||||||
| S.S. Elliott | 75,508 | 51,612 | – | – | – | – | 127,120 | ||||||||||||||
| G. P.W. Jackson | 65,504 | 51,612 | – | – | – | – | 117,116 | ||||||||||||||
| J.C. Johnson | 63,004 | 51,612 | – | – | – | – | 114,616 | ||||||||||||||
| R.A. Liddy | 84,016 | 51,612 | – | – | 7,772 | – | 143,400 | ||||||||||||||
| G.R. Lohman | 84,508 | 51,612 | – | – | 29,321 | – | 165,441 | ||||||||||||||
| R.A. Lumpkin(6) | 73,508 | 51,612 | – | – | 11,318 | – | 136,438 | ||||||||||||||
| C.W. Mueller | 85,509 | 51,612 | – | – | – | 14,799 | 151,920 | ||||||||||||||
| D.R. Oberhelman | 84,004 | 51,612 | – | – | 1,981 | – | 137,597 | ||||||||||||||
| H. Saligman | 64,004 | 51,612 | – | – | 20,411 | – | 136,027 | ||||||||||||||
| P.T. Stokes | 57,504 | 51,612 | – | – | 1,180 | – | 110,296 | ||||||||||||||
| J.D. Woodard | 31,170 | 54,097 | – | – | – | 125,200 | 210,467 | ||||||||||||||
| (1) | Represents the cash retainer and fees for service on the Board of Directors and its committees and meeting attendance as discussed above. | |
| (2) | As discussed above, the annual grants of 1,000 shares of the Company’s Common Stock were awarded to Directors Elliott, Jackson, Johnson, Liddy, Lohman, Lumpkin, Mueller, Oberhelman, Saligman and Stokes on January 6, 2006, and to Director Woodard on October 31, 2006 and to Director Brauer on November 6, 2006, in connection with their respective elections to the Board of Directors. The price at which such shares were granted (i) to the non-management directors (other than Directors Brauer and Woodard) pursuant to the Long-Term Incentive Plan of 1998 was $51.61 per share on January 6, 2006, (ii) to Director Brauer, pursuant to the 2006 Omnibus Incentive Compensation Plan, was $54.92 per share on November 6, 2006 and (iii) to Director Woodard, pursuant to the 2006 Omnibus Incentive Compensation |
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| Plan, was $54.10 per share on October 31, 2006. As of December 31, 2006, the aggregate number of stock awards outstanding was: Mr. Brauer 1,000 shares; Ms. Elliott 3,000 shares; Ms. Jackson 2,000 shares; Mr. Johnson 2,000 shares; Mr. Liddy 5,500 shares; Mr. Lohman 5,500 shares; Mr. Lumpkin 5,500 shares; Mr. Mueller 3,000 shares; Mr. Oberhelman 3,300 shares; Mr. Saligman 5,500 shares; Mr. Stokes 3,000 shares; and Mr. Woodard 1,000 shares. | ||
| (3) | No stock option awards or payouts under non-equity incentive plans were received by any non-management director in 2006. | |
| (4) | Includes above market earnings on deferred compensation (see “— Directors Deferred Compensation Plan Participation” below). Ameren does not have a pension plan for non-management directors. | |
| (5) | In the case of Director Mueller, the amount represents the estimated value of office space ($8,350) and secretarial services ($5,500) at the Company’s headquarters and phone charges ($445) provided to Director Mueller during 2006. In the case of Director Woodard, the amount represents fees for his services during 2006 as an independent advisor to the Board and the Nuclear Oversight Committee prior to his election as a director. | |
| (6) | Mr. Lumpkin, in accordance with our director retirement age provisions of our Corporate Governance Policy, offered and the Board accepted his resignation effective April 24, 2007, the end of his term as a director. |
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This Plan retains manysuch director’s deferral account, including interest payable at 150% of the features of the Prior Plan plus provides new features that will allow greater flexibility, such as performance units denominatedaverage Mergent’s Index rate, shall be distributed in dollars, restricted stock units, cash-based awards and other stock-based awards. As with the Prior Plan, all awards for employees can only be made pursuanta lump sum to the authority ofdirector within 30 days after the Human Resources Committee (the “Committee”)date the director ceases being a member of the Board and with respect to non-management directors, all awards can only be made pursuant toof Directors.
Key features of the Plan are described below, but are qualified in their entirety by reference to the full text of the Plan attached as Appendix B to this proxy statement:
The maximum number of shares that may be granted under the Plan totals 4,000,000 shares (which includes shares not granted or subject to awards under the Prior Plan as of May 2, 2006 and any shares subject to outstanding awards under the Prior Plan as of May 2, 2006
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The Committee will determine whether the performance targets or goals that have been chosen for a particular performance award have been met and may provide in an award that any evaluation of performance may include or exclude anyits directors. Under this requirement, within five years of the following that are objectively determinable and that occur during the performance period to which the award is subject: asset write-downs, litigation, claim judgments,January 1, 2007 effective date or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reporting results; any reorganization and restructuring programs; extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion of financial condition and results of operations appearing in the Company’s annual report to shareholders or Annual Report on Form 10-K for the applicable year; acquisitions or divestitures; and foreign exchange gains and losses.
Awards that are designed to qualify as performance-based compensation may not be adjusted upward. However, the Committee has the discretion to adjust these awards downward. In addition, the
Committee has the discretion to make awards that do not qualify as performance-based compensation. Generally, awards may be paid in the form of cash, shares of common stock, or in any combination, as determined by the Committee.
Performance awards granted by the Committee under the Plan are intended to qualify for the “performance based compensation” exception from the $1 million cap on deductibility of executive compensation imposed by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has retained the discretion to change specific performance targets, shareholder re-approval of the Plan will be required in the future under regulations issued pursuant to Section 162(m) of the Code, currently everywithin five years. Thus, absent additional shareholder approval, no performance award may be granted under the Plan subsequent to the Company’s annual meeting of shareholders in 2011.
Administration
The Plan will be administered by the Committee. The Committee shall have full and exclusive discretionary authority, subject to the provisions of the Plan, to establish rules and regulations necessary for the proper administration of the Plan. All actions taken and all interpretations and determinations made by the Committee shall be final and binding.
Eligibility
Employees and non-management directors of the Company or any of its subsidiaries or affiliates are eligible to receive awards under the Plan. From time to time, the Committee (or as to non-management directors, the Board) will determine who will be granted awards, the number of shares subject to such grants and all other terms of awards.
While all employees are eligible to receive awards under the Plan, the Committee currently expects that approximately 180 employees will initially participate in the Plan. The Board currently expects that all non-management directors, of which there will be 10 if all such nominees are elected, will also initially participate in the Plan.
As described above under “Board Structure, Director Compensation and Corporate Governance – Director Compensation –Fees and Stock Awards,” each non-management director is currently awarded on an annual basis 1,000 shares of the Company’s Common Stock and, upon a non-management director’syears after initial election to the Board, 1,000all non-management directors are required to own Company Common Stock equal in value to at least three times their base annual cash retainer and hold such amount of stock throughout their directorship.
Change of Control
Awards2012 under the Plan are expected to be generally subject to special provisions upon the occurrence of a “change of control” as defined in the Change of Control Plan (as defined below “Arrangements With Named Executive Officers – Change of Control Severance Plan”) (in certain cases whether or not the employee has a qualifying termination of employment). The Committee, depending upon market practice, may provide in awards made under the Plan that if a “change of control” occurs (1) all outstanding stock options, and other awards under which the participant may have rights, the exercise of which is restricted or limited, may become fully exercisable, (2) all restrictions or limitations,
including risks of forfeiture and deferrals, on restricted stock or other awards subject to restrictions or limitations under the Plan may lapse and (3) all performance goals applicable to performance awards, and any other conditions to payment of any awards under which payment is subject to conditions may be deemed to be achieved or fulfilled and may be waived by the Company.
Upon a “change of control” which occurs on or before December 31, 2008 in which the Company ceases to exist or is no longer publicly trading on the NYSE or the NASDAQ Stock Market, all of the initial performance share unit awards granted under the Plan, subject to shareholder approval, as described below under “Initial Awards Under Plan to Named Executive Officers” (the “target number”), together with dividends accrued thereon, shall be converted to nonqualified deferredAmeren’s equity compensation in an initial amount equal to the value of one share of the Company’s Common Stock multiplied by the sum of the target number plus dividends accrued thereon, computed as provided in the award agreement. Interest on the nonqualified deferred compensation shall accrue based on the prime rate, computed as provided in the award agreement. If the participant remains employed with the Company or its successor until December 31, 2008, the nonqualified deferred compensation, plus interest will be paid to the participant as a lump sum on such date. If the participant remains employed with the Company or its successor until his death or disability which occurs before December 31, 2008, the participant or his designee will immediately receive the nonqualified deferred compensation, plus interest, upon such death or disability. If the participant is involuntarily terminated (which includes a voluntary termination for Good Reason (as defined in the Change of Control Plan) (collectively, a “qualifying termination”)) before December 31, 2008, the participant will immediately receive the nonqualified deferred compensation, plus interest upon such termination. If the participant terminates employment before December 31, 2008 other than as described in the two immediately preceding sentences, the nonqualified deferred compensation, plus interest is forfeited. Upon such a “change of control” that occurs after December 31, 2008, the participant will receive an immediate distribution of cash equal to the value of one share of the Company’s Common Stock multiplied by the number of earned performance share units, computed as provided in the award agreement.
With respect to the initial performance share unit awards, if there is a “change of control” but the Company continues in existence and remains a publicly traded company on the NYSE or the NASDAQ Stock Market, the performance share units will pay out upon the earliest to occur of the following: (i) January 1, 2011, (ii) the participant’s death, (iii) if the participant becomes disabled or retires during the performance period, January 1, 2009, (iv) if the participant becomes disabled or retires after the performance period, upon the participant’s disability or retirement, respectively, (v) if the participant experiences a qualifying termination during the two-year period following the “change of control” and the termination occurs prior to January 1, 2009, all of the performance share units the participant would have earned if such participant remained employed until December 31, 2008 will vest on such date and such vested performance share units will be paid in shares of the Company’s Common Stock as soon as practicable thereafter, and (vi) if the participant experiences a qualifying termination during the two-year period following the “change of control” but the termination occurs after December 31, 2008, the participant will receive an immediate distribution of the earned shares of the Company’s Common Stock.
Federal Income Tax Consequences
The following discussion summarizes certain material federal income tax consequences of the issuance and receipt of awards under the Plan under the law as in effect on the date of this proxy statement. The summary does not purport to cover all federal employment tax or other federal tax consequences that may be associated with the Plan, nor does it cover state, local, or non-U.S. taxes.
Incentive Stock Options (ISO)
An employee generally realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the employee. With some
exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee equal to the value of the shares at the time of exercise less the exercise price. The same amount is deductible by the Company as compensation, provided that the Company reports the income to the employee. Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. If the employee exercises an ISO and satisfies the holding period requirements, the Company may not deduct any amount in connection with the ISO. If a sale or disposition of shares acquired with the ISO occurs after the holding period, the employee will recognize long-term capital gain or loss at the time of sale equal to the difference between proceeds realized and the exercise price paid.
In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NQSO. ISOs are also treated as NQSOs to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000.
Non-Qualified Stock Options (NQSO)
An optionee generally has no taxable income at the time of grant of an NQSO but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of shares acquired upon exercise over the exercise price. The same amount is deductible by the Company as compensation, provided that, in the case of an employee option, the Company reports the income to the employee. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which the Company is not entitled to a deduction.
Stock Appreciation Rights (SARS)
Generally, the recipient of a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted. If a participant receives the appreciation inherent in the SARs in cash, the cash will be taxed as ordinary income to the participant at the time it is received. If a participant receives the appreciation inherent in the SARs in shares, the spread between the then current market value and the base price will be taxed as ordinary income to the participant at the time it is received. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the settlement of an SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the settlement.
Restricted Stock
The recipient of restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award, provided the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). However, the recipient may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award (less the purchase price, if any, paid for such shares), determined without regard to the restrictions. If a Section 83(b) election is made, the capital gains/loss holding period for such shares commences on the date of the award. Any further change in the value of the shares will be taxed as a capital gain or loss only if and when the shares are disposed of by the recipient. If the recipient does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse will be treated as compensation income to the recipient and will be taxable in the year the restrictions lapse, and the capital gains/loss holding period for such shares will also commence on such date. Except as described under“Other Tax Matters”
below, the Company or one of its subsidiaries generally will be entitled to a deduction for compensation paid in the same amount treated as compensation income to the recipient.
Restricted Stock Units
No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the market price of unrestricted shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid, if any, by the participant for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.
Cash Awards
Cash awards are taxable income to the recipient for federal income tax purposes at the time of payment. The recipient will have compensation income equal to the amount of cash paid, and except as described under“Other Tax Matters” below, the Company will have a corresponding deduction for federal income tax purposes.
Performance Awards
A participant who receives a performance award will not recognize any taxable income for federal income tax purposes upon receipt of the award. Any shares received pursuant to the settlement of the award will be treated as compensation income received by the employee generally in the year in which the employee receives such shares. Upon selling the shares, the recipient will recognize a capital gain or loss in an amount equal to the difference between the sale price of the shares and the recipient’s tax basis of the shares. The Company generally will be entitled to a deduction for compensation paid in the same amount that is treated as compensation income to the recipient.
Other Tax Matters
The exercise by a participant of a stock option, the lapse of restrictions on restricted stock, or the deemed achievement or fulfillment of performance awards following the occurrence of a change of control, in certain circumstances, may result in (i) a 20 percent federal excise tax (in addition to federal income tax) to the participant on certain payments of shares resulting from such exercise or deemed achievement or fulfillment of performance awards or, in the case of restricted stock, on all or a portion of the fair market value of the shares on the date the restrictions lapse and (ii) the unavailability of a compensation deduction which would otherwise be allowable to the Company as explained above. Except for stock options and performance awards that meet the requirements of the Plan and are based on the performance measures described therein, the Company may not be eligible for a compensation deduction which would otherwise be allowable for compensation paid to any employee if, as of the close of the tax year, the employee is the chief executive officer of the Company or is among the four other highest compensated officers for that tax year for whom compensation is required to be reported to shareholders under the Securities Exchange Act of 1934, as amended, to the extent the total compensation paid to such employee exceeds $1,000,000.
Initial Awards Under Plan to Named Executive Officers
On February 10, 2006, the Committee recommended and the Company’s Board of Directors approved the issuance pursuant to the Plan of performance share units to the Named Executive Officers as defined below (see “Security Ownership – Security Ownership of Management”) as follows, subject to shareholder approval of the Plan: W. L. Baxter, 17,755; C. D. Naslund, 7,600; G. L. Rainwater, 55,928; S. R. Sullivan, 13,494; and T. R. Voss, 15,624. Each performance share unit
represents the right to receive a share of the Company’s Common Stock assuming certain performance criteria are achieved. The actual number of performance share units earned will vary from 0 percent to 200 percent of the target number of performance share units granted to each Named Executive Officer identified above, based on the Company’s three-year total shareholder return (“TSR”) relative to a utility peer group and continued employment during the three-year period. Once earned, performance share units continue to rise and fall in value with the Company’s Common Stock price for two years, at which time the performance share units are paid in the Company’s Common Stock. Dividends on performance share units will accrue and be reinvested into additional performance share units throughout the three-year performance share period. Dividends will be paid on a current basis during the two-year holdback period. Because these performance share units will be earned only if performance goals over performance periods are attained, the amounts, if any, that will be payable to the Named Executive Officers pursuant to the performance share unit awards described above are not determinable at this time.
Additional Information
Upon approval by the Company’s shareholders, the Plan will be effective on May 2, 2006 and will terminate on May 2, 2016, unless terminated earlier by the Board of Directors. The Board may amend the Plan as it deems advisable, except that it may not amend the Plan without shareholder approval where the absence of such approval would cause the Plan to fail to comply with any requirement of applicable law or regulation. Employees who will participate in the Plan in the future and the amounts of their allotments are to be determined by the Committee subject to any restrictions outlined in the Plan.
The Company expects that stock options and performance awards under the Plan will qualify as performance-based compensation that is exempt from the $1,000,000 annual deduction limit (for federal income tax purposes) of compensation paid by public corporations to each of the corporation’s chief executive officer and four other most highly compensated executive officers in each fiscal year, which limit is imposed by Section 162(m). Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given, notwithstanding the Company’s efforts, that compensation intended by the Company to satisfy the requirements for deductibility under Section 162(m) will in fact do so.
The closing price per share on the NYSE of the Company’s Common Stock on February 1, 2006 was $51.21. The Company intends to register the shares issuable under the Plan under the Securities Act of 1933, as amended, after it receives shareholder approval.
The Board believes it is in the best long-term interests of both shareholders and employees of the Company to maintain a progressive stock-based incentive program in order to attract and retain the services of outstanding directors and personnel and to encourage such directors and personnel to have a greater financial investment in the Company. Although the success of the Company over the past eight years cannot be attributed solely to the adoption of the Prior Plan, the Board firmly believes it contributed to the Company’s success.
Passage of the proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the meeting at which a quorum is present.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE AMEREN CORPORATION 2006 OMNIBUS INCENTIVE COMPENSATION PLAN.
programs.
| Item (2): | Ratification of the Appointment of Independent Registered Public Accountants for the Fiscal Year Ending December 31, 2007 |
Item (4): Shareholder Proposal Requesting an EvaluationYour Board of a 20-Year ExtensionDirectors unanimously recommends that you vote for the ratification of the Callaway Nuclear Plant Operating Licenseappointment of PwC as Independent Registered Public Accountants for fiscal year ending December 31, 2007.
| Item (3): | Shareholder Proposal Relating to Releases From the Callaway Plant |
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WHEREAS:
A nuclear power plant licensee seeking to renew its original license must submit an application topersistent. Gaseous releases can also persist in the NRC that:
Some licensees have already received 20-year extensions of their original 40-year licenses. A licensee is allowed to apply to renew its license within the 20 years prior to the license expiration. Because Ameren’s Callaway Plant in Missouri began operating in December 1984, its operating license is due to expire in 2024. Ameren is therefore allowed to apply to renew its license within the current twenty years.
RESOLVED:Resolved
: Shareholders request that Ameren prepare adescribe, in its next annual report, at reasonable cost, omitting confidential information,its efforts to reduce the release of radioactive material to the air and available within six monthswater during Callaway’s routine operation and to improve the quality of the 2006 annual meeting, that disclosesmonitoring of these releases.
SUPPORTING STATEMENT
leakages. We believe there are concerns about extendingthat the operating lifeimpact of these radioactive releases, no matter how small, is cumulative, irreversible, and potentially dangerous. There is also the Callaway nuclear power plant beyond the 40-year duration for which the plant was originally designed, including:
– A 2005 National Academythreat of Sciences report presents new information that even low doses of ionizing radiation may cause adverse genetic and other health effects. (“Health Risks from Exposure to Low Levels of Ionizing Radiation,” BEIR VII – Phase 2);
– Due to the retirement of experienced employees and the industry-wide shortage of trained replacement employees, working conditions at nuclear power plants may become increasingly dangerous. Recruitment may continue to be difficult because of more widespread recognition of radiation hazards;
– Geologic, economic, transportation and security concerns about the proposed Yucca Mountain, Nevada, high-level radioactive waste disposal facility have made the ultimate disposal of Callaway’s irradiated fuel rods uncertain. Political and capacity concerns at the Barnwell, South Carolina, low-level radioactive waste facility also make the disposition of Callaway’s low-level waste uncertain;
– Planned andmajor accidental releases of radioactive waste from Callaway to the Missouri River and the atmosphere during an additional 20 years may impact upon the health of downstream and downwind residents;
– In addition to the costs of operating and maintaining nuclear power plants, utilities are faced with the expense of replacing many components and retrofitting others as the plants age. For example, after only 20 years, Ameren had to replace massive, expensive steam generators that were supposed to have lasted for the plant’s entire 40-year licensed operation. Such expenditures could add substantially to the cost of generating electricity.
releases. Ameren remains morally responsible and financially liable for Callaway into the indefinite future. We believe this report is essentialfuture, and should take responsibility for Ameren’s realistica more complete accounting of all radioactive releases, so that the Company and responsible, economic and ethical planning and for its accountability to its shareholders.
shareholders can more accurately assess the plant’s impact on the biosphere.
The NRC has prepared a comprehensive Generic Environmental Impact Statement (“GEIS”) evaluating the impact of environmental effects that would be associated with license renewal at any nuclear power plant site. The GEIS evaluates whether extended operation of a nuclear power plant would have any impact on human health, and bases this evaluation on a linear no-threshold model that assumes risk at any level of exposure to radiation, consistent with the
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| The amount of activity released at the Callaway Plant in effluents is reported periodically to the U.S. Nuclear Regulatory Commission (“NRC”). This information is available to the public. The most recent report of Callaway radioactive releases, entitled 2005 Callaway Plant Effluent Release Report, is available online at the NRC website, http://www.nrc.gov/reading-rm/adams.html with accession number ML061290525. | |
| • | The Callaway Plant includes systems designed to keep, to the greatest extent practicable, radioactive materials from being discharged with the water and air releases from the plant. For example, Callaway’s levels of radioactivity from the plant’s gaseous and liquid releases from January 2005 through December 2006 were significantly less than 1% of the | |
| • | The NRC requires the Callaway Plant to monitor and record all effluent releases through vents and other plant discharge points to assure that no radioactive releases are made in excess of regulatory limits. There are plant procedures that control the Callaway effluent monitoring program. The NRC periodically reviews and inspects this program to ensure that Callaway meets all applicable requirements for radioactive effluent control and monitoring. | |
| • | The Callaway Plant monitors the surrounding environment pursuant to its Radiological Environmental Monitoring Program. This program is designed to identify any radiological effects from Callaway Plant operations on the surrounding environment. The results of this monitoring are reported to the NRC and are available to the public. The 2005 environmental monitoring report, entitled Callaway Unit 1 2005 Environmental Operating Report, is available online at the NRC website, with accession number ML061280626. |
Ameren’s Health and Safety Policy and Environmental Policy evidence the Company’s commitment to protecting its employees, the public and the environment. Ameren fulfills its commitment to safety and environmental compliance by maintaining a corporate culture that recognizes safety and environmental compliance and stewardship as measurable goals. Operating the Callaway Plant in a safe and environmentally sound manner is an important part of these policies. The Board of Directors establishedbelieves that, considering the Nuclear Oversight Committee to assistvery low radioactive releases from Callaway, the Boardcontinuous effluent control and monitoring programs that are in providingplace under the oversight of the Callaway Plant’s operations (including safetyNRC, and environmental concerns) and advisethe availability to the public of detailed information on the radioactive discharges from the plant, there is no reason to provide a description in Ameren’s annual report of the efforts at the facility to reduce the release of radioactive materials or improve monitoring of those releases. Therefore, the Board in developing and implementing long-term strategies and plans relating to the Callaway Plant. Ameren’s Safety and Health Policy and Environmental Policy, together with Board oversight and regulation by the NRC, will appropriately and adequately address the potential issues raised by this proposal. Accordingly, the Board of Directors unanimously recommends voting AGAINST ITEM 4.
Against Item (3).
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| Shares of Common Stock | ||||||||
| Owned Beneficially at | Percent of | |||||||
Name and Address of Beneficial Owner | December 31, 2006 | Common Stock (%) | ||||||
| Franklin Resources, Inc. | 14,673,839 | (1) | 7.1 | |||||
Charles B. Johnson Rupert H. Johnson, Jr. Franklin Advisers, Inc. One Franklin Parkway San Mateo, California94403-1906 | ||||||||
| Capital Research and Management Company | 12,222,800 | (2) | 5.9 | |||||
| 333 South Hope Street Los Angeles, California 90071 | ||||||||
| Lord, Abbett & Co. LLC | 11,251,645 | (3) | 5.4 | |||||
| 90 Hudson Street Jersey City, New Jersey 07302 | ||||||||
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| The number of shares owned as of December 31, |
| (2) | The number of shares owned as of December | |
| (3) | The number of shares owned as of December 29, 2006 according to Schedule 13G filed with the SEC on February 14, 2007. The Schedule 13G reports that Lord, Abbett & Co. LLC is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 with sole power to vote or to direct the vote of 10,794,038 shares and sole power to dispose or to direct the disposition of 11,237,145 shares. |
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| ||||||||
| Number of Shares of | ||||||||
| Common Stock Beneficially | Percent | |||||||
| Name | Owned(1) | Owned(2) | ||||||
| Warner L. Baxter | 28,398 | * | ||||||
| 2,012 | * | ||||||
Susan S. Elliott | 4,316 | * | ||||||
| Gayle P. W. Jackson | 3,152 | * | ||||||
James C. Johnson | 3,138 | * | ||||||
Richard A. Liddy | 15,320 | * | ||||||
Gordon R. Lohman | 8,040 | * | ||||||
Richard A. Lumpkin | 12,243 | * | ||||||
Charles W. Mueller | 59,993 | * | ||||||
Charles D. Naslund | 15,691 | * | ||||||
Douglas R. Oberhelman | 4,675 | * | ||||||
Gary L. Rainwater | 70,533 | * | ||||||
Harvey Saligman | 11,428 | * | ||||||
Patrick T. Stokes | 4,254 | * | ||||||
Steven R. Sullivan | 14,405 | * | ||||||
Thomas R. Voss | 35,431 | * | ||||||
Jack D. Woodard | 2,012 | * | ||||||
| All directors, nominees for director and executive officers as a group (26 persons) | 420,751 | * | ||||||
| * | Less than one percent. |
| (1) | This column lists voting securities, including restricted stock held by current and former executive officers over which the individuals have voting power but no investment power. None of the named individuals held shares issuable within 60 days upon the exercise of stock options. Reported shares include those for which a director, nominee for director or executive officer has voting or investment power because of joint or fiduciary ownership of the shares or a relationship with the record owner, most commonly a spouse, even if such director, nominee for director or executive officer does not claim beneficial ownership. |
| (2) | For each individual and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the |
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him or her pursuant to awards granted after January 1, 2012 under Ameren’s equity compensation programs.
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The philosophy of
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| • | base salary; | |
| • | short-term incentives; | |
| • | long-term incentives, specifically our Performance Share Units Program; | |
| • | retirement benefits; and | |
| • | change of control protection. |
| AGL Resources | Edison International | Public Service Enterprise Group, Inc. | ||
| CenterPoint Energy | FPL Group | SCANA Corporation | ||
| Cinergy Corp. | NiSource Inc. | Sempra Energy | ||
| CMS Energy | Pepco Holdings, Inc. | Southern Company | ||
| Dominion Resources, Inc. | PG&E Corporation | TXU Corp. | ||
| DTE Energy Company | PPL Corporation | WGL Holdings | ||
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| Payout as a | ||||||
| Level of Performance | EPS | Percent of Target | ||||
| Maximum | $3.35 | 150 | % | |||
| Target | $3.15 | 100 | % | |||
| Threshold | $2.95 | 50 | % | |||
| Below threshold | Less than $2.95 | 0 | % | |||
| • | provides compensation dependent on our three-year Total Shareholder Return (“TSR”) calculated as described below under “— 2006 Grants”) versus utility industry peers, as identified below; | |
| • | provides some payout (below target) if three-year TSR is below the 30th percentile but EPS in each year of the three-year performance period is at least equal to the dividend paid of $2.54 per Ameren common share in 2005; | |
| • | accrues dividends during the performance period, as declared and paid, in order to further align executives’ interests with those of shareholders; | |
| • | promotes retention of executives during a three-year performance and vesting period; and | |
| • | shares our Common Stock price increases and decreases over a five-year period. |
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First,
| • | align executives’ interests with shareholder interests: awards are denominated in our Common Stock units and paid out in Common Stock. Payouts are dependent on our Common Stock’s performance, and are limited to target if TSR is negative; | |
| • | competitive with market practice: the majority of regulated utility companies use plans similar to this program, and with this performance measure; | |
| • | promote Common Stock ownership: payout of earned awards is made 100% in Common Stock, with dividends on Common Stock, as declared and paid, reinvested into additional share units throughout the performance period. Share units are restricted from sale for two years once earned; | |
| • | allow executives to share in the returns created for shareholders: returns for shareholders include dividends as declared and paid and this is reflected in the plan performance measure and rewards; and | |
| • | retentive: annual competitive grants with a three-year vesting and performance period provide incentive for executives to stay with the Company and manage the Company in the long-term interests of the Company and its shareholders. |
compensation paid by similarour2006-2008 TSR relative to a utility industry companies.peer group and contingent on continued employment during2006-2008. The Human Resources Committeethreshold and maximum amounts of PSU awards are reflected in columns (g) and (i) of the Grants of Plan-Based Awards Table.
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| • | Classified as a transmission and distribution, integrated electric and gas, or diversified energy company as determined by Standard & Poor’s Ratings Service (“S&P”) in its company classifications. | |
| • | Market capitalization greater than $2 billion (as of August 5, 2005). | |
| • | Minimum S&P credit rating of BBB- (investment grade). | |
| • | Dividends flat or growing over the2003-2004 period. | |
| • | Beta (a measure of a stock’s volatility in comparison to the market as a whole) within .25 of our Beta over the last five years. | |
| • | Not an announced acquisition target. |
32
| Consolidated Edison, Inc. | FPL Group, Inc. | PPL Corporation | ||
| Dominion Resources, Inc. | Great Plains Energy Inc. | Progress Energy, Inc. | ||
| DTE Energy Company | Keyspan | Puget Energy | ||
| Duke Energy | Northeast Utilities | SCANA Corporation | ||
| Energy East | NSTAR | Southern Company | ||
| Entergy Corporation | OGE Energy | Vectren Corporation | ||
| Exelon Corporation | Pepco Holdings, Inc. | Wisconsin Energy | ||
| FirstEnergy Corporation | Pinnacle West Capital Corporation | WPS Resources Corporation | ||
| Xcel Energy, Inc. | ||||
| Payout (% of Share | ||||||
Performance | Units Granted) | |||||
| 90th percentile + | 200% | ) | If TSR is negative over the three-year | |||
| 70th percentile | 150% | ) ß | period, the plan is capped at 100% of | |||
| 50th percentile | 100% | ) | target regardless of performance vs. peers | |||
| 30th percentile | 50% | |||||
| Less than 30th percentile (EPS each year = $2.54 or greater) | 30% | |||||
Less than 30th percentile (EPS each year¹ $2.54 or greater) | 0% (No payout) |
The second component ofunder the executive compensation program is a performance-based Executive Incentive Compensation Plan (the “Short-Term Incentive Plan”) established by the Ameren Corporation Board of Directors, which provides specific, direct relationships between corporate results and Short-Term Incentive Plan compensation. For 2005, Ameren consolidated year-end earnings per share (EPS) target levels were set by the Human Resources Committee. There were three EPS performance levels established for 2005. “Threshold” is the minimum EPS performance level that incentives or bonuses will be funded; “Target” is the goal or desired level of EPS performance; and “Maximum” is the highest level of incentive funding based on exceptional EPS performance. If EPS reaches at least the Threshold target level, the Human Resources Committee authorizes cash incentive payments with respect to the EPS performance level within prescribed ranges based on individual performance and degree of responsibility. If EPS fails to reach the Threshold target level, no payments are made. Under the Short-Term Incentive Plan for 2005, the incentive payment to the Chief Executive Officer of Ameren could have ranged from 0 to 127.5 percent of base salary. For 2005, the actual cash incentive payment to Chief Executive Officer Rainwater was 123.25 percent of base salary. This reflects a level of achievement exceeding the Target but short of the Maximum level in 2005 EPS. The Summary Compensation Table lists the Short-Term Incentive Plan cash bonus awards for 2005 (which were paid in 2006) for each executive listed.
The third component of the 2005 executive compensation program is theCompany’s Long-Term Incentive Plan of 1998 (the “Long-Term Incentive Plan”), which also ties compensation to performance.1998. The Long-Term Incentive Plan was approved by Ameren Corporation shareholders at its 1998 annual meeting and provides for the grant of options, restricted stock, performance awards, stock appreciation rights and other awards. The Human Resources Committee determines who participates in the Long-Term Incentive Plan and the number and types of awards to be made. It also sets the terms, conditions, performance requirements and limitations applicable to each award under the Long-Term Incentive Plan. Since 2001, awards have been exclusively in the form of restricted stock which has the potential to vest over a seven-year period from the date of grant (approximately one-seventhone seventh on each anniversary date) based upon the achievement of. Vesting occurs only if we achieve certain Ameren EPS performance levels (whichwhich correspond to the levels established for the Short-Term Incentive Plan) and prior to February 2006, upon the officer’s achievement of required stock ownership levels based on position and salary.EIP. There will beis no annual vesting if the EPS performance does not reach a minimum level that is established annually over the seven-year vesting period. The vesting period is reduced from seven years to three years if Ameren’s EPS achieves a prescribed growth rate over the three-year period. The Executives cannot receive more than the original restricted stock grants plus dividend appreciation on shares granted under the Long-Term Incentive Plan of 1998.
33
In 2005, Chief Executive Officer Rainwater was granted a performance-based restricted stock award of 13,279 shares of Ameren Common Stock valued at $680,018 (85 percent of Chief Executive Officer Rainwater’s 2005 base salary) based on the closing market price of $51.21 per share on
February 11, 2005, the date the restricted stock was awarded. The Summary Compensation Table lists theapproved by shareholders in May 2006. No new restricted stock awards were made during 2005 for each executive listedto the Executives in 2006.
Chief Executive Officer Rainwater’s proposedthat event as were made for 2006 EIP payout. This resulted in vesting of 60% of the awards eligible to vest based on 2006 performance.
| • | employee benefit plans that are available to all of our employees, including 401(k) savings and tax-qualified retirement plans; | |
| • | the Supplemental Retirement Plan (“SRP”) provides the Executives a benefit equal to the difference between the benefit that would have been paid if IRC limitations were not in effect and the reduced benefit payable as a result of such IRC limitations; and | |
| • | the deferred compensation plans (“DCP”) provide the opportunity to defer to future years taxability of part of base salary and all non-equity incentive compensation at an identified interest rate. It enhances retirement savings for the Executives. |
In determining the 2005 compensation of Chief Executive Officer Rainwater,“Good Reason”, as well as compensation formore complete descriptions of Change of Control protections are found below under the other executive officers, including salary, bonus, long-term incentive compensation, perquisitescaption “— Other Potential Post-Employment Payments —Change of Control Protection —Change of Control Severance Plan.” The Amended and other benefits, including potential payoutsRestated Change of Control Severance Plan was filed as Exhibit 10.5 to the Company’s Current Report onForm 8-K dated February 16, 2006.
The Board of Directors, acting onupon the recommendation of the Human ResourcesNominating and Corporate Governance Committee, unanimously approvedadopted a new incentive compensation plan with both short-term and long-term incentive components, subject to shareholder approval. This new plan, the 2006 Omnibus Incentive Compensation Plan, attached to this proxy statement as Appendix B and described in Item 2 of this proxy statement, will provide a basis for future equity compensation awards designed to be competitive with similar utility industry companies that are competitors for executive talent and to focus on both short- and long-term performance as measured by financial results and value creation for shareholders. Performance measures under the Plan are designed to support the Company’s business strategies. Beginning in 2006, the Human Resources Committee expects to make greater use of performance share units in delivering annual long-term awards. These awards also support the stock ownership guideline applicable to the Company’s officers. Executives. In 2006, the Board replaced the guideline with a requirement, revised the number of shares covered by the requirement and included Common Stock retention provisions in the event an officer is not in compliance.
| • | Mr. Rainwater: 3 times base salary; | |
| • | Messrs. Baxter and Voss: 2 times base salary; and | |
| • | Messrs. Sullivan and Naslund: 1 times base salary. |
34
| • | base salary changes for 2006 were determined at the December 2005 Committee meeting; | |
| • | Executive Incentive Plan EPS goals for 2006 were set at the December 2005 Committee meeting; and | |
| • | PSU grants to the Executives were made at the February 2006 Committee meeting subject to shareholder approval of the 2006 Omnibus Incentive Compensation Plan, which occurred at the annual meeting of shareholders in May 2006. The Committee typically makes long-term incentive grants at its February meeting. |
(Mr. Rainwater) with the assistance of the Senior Vice President and Chief Human Resources Committee:
Richard A. Liddy, Chairman
Gordon R. Lohman
Richard A. Lumpkin
Harry Saligman
Patrick T. Stokes
Human ResourcesOfficer of Ameren Services (Ms. Donna Martin) recommended to the Committee Interlockscompensation for the other Executives. Mr. Rainwater was not involved in determining his own compensation.
The current membersMs. Martin provided staff support to the Committee in the design of the Human ResourcesPSUP. Mr. Rainwater, Ms. Martin, Mr. Baxter and Mr. Sullivan provided staff support to the Committee in the 2006 redesign of the Boardchange of Directors, Messrs. Liddy, Lohman, Lumpkin, Saligman and Stokes, were not at any time during 2005 or at any other time an officer or employeecontrol severance plan.
The following graph shows Ameren’s (NYSE ticker symbol AEE) cumulative total shareholder return during the five fiscal years ended December 31, 2005. The graph also shows the cumulative total returns of the S&P 500 Index and the Edison Electric Institute (“EEI”) Index. The comparison assumes $100 was invested on January 1, 2001directors from engaging in Amerenderivative transactions with respect to our Common Stock and in eachpledges of our Common Stock.
35
Note: Ameren management consistently cautions that the stock price performance shown in the graph above should not be considered indicative of potential future stock price performance.
| 1/01/2001 | 01/01/2002 | 01/01/2003 | 01/01/2004 | 01/01/2005 | 01/01/2006 | ||||||||
AMEREN | $ | 100.00 | 97.12 | 101.32 | 118.91 | 136.89 | 146.83 | ||||||
S&P 500 INDEX | $ | 100.00 | 88.13 | 68.65 | 88.36 | 97.96 | 102.79 | ||||||
EEI INDEX | $ | 100.00 | 91.21 | 77.77 | 96.04 | 117.97 | 136.91 | ||||||
SUMMARY COMPENSATION TABLE
Name and Principal Position(1) | Year | Annual Compensation | Long-Term Compensation Awards | |||||||||||
Salary ($) | Bonus ($)(2) | Other Annual | Restricted Stock Awards ($)(4) | Securities (#) | All Other ($)(5) | |||||||||
G. L. Rainwater | 2005 | 800,000 | 986,000 | - | 680,018 | - | 70,085 | |||||||
Chairman, Chief | 2004 | 650,000 | 507,000 | - | 552,512 | - | 52,885 | |||||||
Executive Officer | 2003 | 500,000 | 397,500 | - | 374,987 | - | 44,861 | |||||||
and President, Ameren, CILCORP, UE and Ameren Services; Chairman and Chief Executive Officer, CIPS, CILCO and IP | ||||||||||||||
W. L. Baxter | 2005 | 470,000 | 408,900 | - | 352,478 | - | 19,389 | |||||||
Executive Vice | 2004 | 420,000 | 273,000 | - | 315,019 | - | 19,310 | |||||||
President and | 2003 | 340,834 | 287,340 | - | 191,984 | - | 18,525 | |||||||
Chief Financial Officer, Ameren, CIPS, UE, Ameren Services, AEG, CILCORP, CILCO and IP | ||||||||||||||
T. R. Voss | 2005 | 400,000 | 348,000 | - | 299,988 | - | 34,885 | |||||||
Executive Vice | 2004 | 310,000 | 201,500 | - | 186,009 | - | 28,849 | |||||||
President and | 2003 | 270,417 | 202,900 | - | 156,019 | - | 26,883 | |||||||
Chief Operating Officer, Ameren; Senior Vice President, UE, CIPS, Ameren Services, CILCORP, CILCO and IP | ||||||||||||||
S. R. Sullivan | 2005 | 350,000 | 304,500 | - | 210,012 | - | 23,085 | |||||||
Senior Vice | 2004 | 290,000 | 150,800 | - | 174,007 | - | 18,723 | |||||||
President, | 2003 | 254,771 | 155,760 | - | 98,198 | - | 18,466 | |||||||
General Counsel and Secretary, Ameren, CIPS, UE, Ameren Services, AER, AEG, AE, CILCORP, CILCO and IP | ||||||||||||||
C. D. Naslund | 2005 | 300,000 | 292,500 | - | 180,003 | - | 24,718 | |||||||
Senior Vice | 2004 | 231,667 | 110,500 | - | 88,000 | - | 20,615 | |||||||
President and | 2003 | 209,500 | 106,420 | - | 83,812 | - | 19,319 | |||||||
Chief Nuclear Officer, UE | ||||||||||||||
Change in | |||||||||||||||||||||||||||||||||||||||||||||
| Pension | |||||||||||||||||||||||||||||||||||||||||||||
| Value and | |||||||||||||||||||||||||||||||||||||||||||||
| Nonqualified | |||||||||||||||||||||||||||||||||||||||||||||
| Non-Equity | Def. | ||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal | Stock | Option | Incentive Plan | Comp. | All Other | ||||||||||||||||||||||||||||||||||||||||
| Position at | Salary(2) | Bonus(2) | Award(3) | Awards(4) | Compensation(2)(5) | Earnings(6) | Compensation(7) | Total | |||||||||||||||||||||||||||||||||||||
| December 31, 2006(1) | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||||||||||||
| G.L. Rainwater | 2006 | 900,000 | — | 1,722,938 | — | 243,000 | 352,088 | 26,366 | 3,244,392 | ||||||||||||||||||||||||||||||||||||
| Chairman, President and Chief Executive Officer, Ameren | |||||||||||||||||||||||||||||||||||||||||||||
| W.L. Baxter | 2006 | 500,000 | — | 491,898 | — | 180,000 | 76,060 | 22,042 | 1,270,000 | ||||||||||||||||||||||||||||||||||||
| Executive Vice President and Chief Financial Officer, Ameren | |||||||||||||||||||||||||||||||||||||||||||||
| T.R. Voss | 2006 | 440,000 | — | 468,068 | — | 118,800 | 151,572 | 18,250 | 1,196,690 | ||||||||||||||||||||||||||||||||||||
| Executive Vice President and Chief Operating Officer, Ameren | |||||||||||||||||||||||||||||||||||||||||||||
| S.R. Sullivan | 2006 | 380,000 | — | 348,511 | — | 119,700 | 92,733 | 9,611 | 950,555 | ||||||||||||||||||||||||||||||||||||
| Senior Vice President, General Counsel and Secretary, Ameren | |||||||||||||||||||||||||||||||||||||||||||||
| C.D. Naslund | 2006 | 335,000 | — | 215,882 | — | 100,500 | 94,675 | 13,750 | 759,807 | ||||||||||||||||||||||||||||||||||||
| Senior Vice President and Chief Nuclear Officer, UE | |||||||||||||||||||||||||||||||||||||||||||||
| (1) | Includes compensation received as an officer of Ameren and its subsidiaries, except that Mr. Naslund serves as an officer of UE only and not of Ameren or its other subsidiaries. |
| (2) |
| (3) | The amounts in column (e) reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123R of restricted stock awards under our Long-Term Incentive Plan of 1998 and PSU awards under our 2006 Omnibus Incentive Compensation Plan without regard to estimated forfeitures related to service-based vesting conditions and thus, include amounts from awards granted in and, in the case of restricted stock awards, prior to 2006. Assumptions used in the calculation of these amounts are described in Note 11 to our audited financial statements for the fiscal year ended December 31, 2006 included in our 2006Form 10-K. | |
| (4) | None of the Executives received any option awards in 2006. | |
| (5) | Represents payouts for 2006 performance under the EIP. See “— Compensation Discussion and Analysis” for a discussion of how amounts were determined. | |
| (6) | Amounts shown in column (h) are the sum of (1) the increase in the actuarial present value of each Executive’s accumulated benefit under all defined benefit and actuarial pension plans (including the SRP) from December 31, 2005 to December 31, 2006 and (2) the difference between the interest rate credited in the Company’s deferred compensation plansand 120% of the Internal Revenue Service (“IRS”) long-term Applicable Federal Rate published by the IRS and calculated as of January 1, 2007. The table below shows the allocation of these amounts for each Executive. For 2006, the applicable interest rate was 7.86%. The above-market earnings equal that amount minus 120% of the Applicable Federal Rate of 5.70% published by the IRS, and calculated as of January 2007. |
36
| Pension Plan | Deferred Compensation Plans | |||||||||
| Increase | Above-Market Interest | |||||||||
| Name | ($) | ($) | ||||||||
| Rainwater | 297,990 | 54,098 | ||||||||
| Baxter | 67,470 | 8,590 | ||||||||
| Voss | 133,044 | 18,528 | ||||||||
| Sullivan | 78,528 | 14,205 | ||||||||
| Naslund | 81,356 | 13,319 | ||||||||
| (7) | None of the Executives received perquisites and other personal benefits |
The amounts in column (i) reflect for each Executive matching contributions allocated by the Company to each Executive pursuant to the Company’s 401(k) Plan, which is available to all salaried employees, and the cost of insurance premiums paid by the Company with respect to term life insurance. The cost of the insurance premium for Mr. Rainwater was $16,466. Each Executive is responsible for paying income tax on the amount of the insurance premium. The following table provides additional information with respect to stock-based awards, the value of which was provided in the Stock Awards column of the |
Footnotes to Summary Compensation Table, (Cont.)
| Grants of Plan-Based Awards Table | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| All Other | All Other | Grant | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholder | Stock | Option | Date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Approval of | Estimated Possible Payouts Under | Estimated Future Payouts | Awards: | Awards: | Exercise or | Fair | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2006 Omnibus | Non-Equity Incentive Plan | Under Equity | Number of | Number of | Base | Value | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Incentive | Awards(2) | Incentive Plan Awards(3) | Shares of | Securities | Price of | of Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation | Stock | Underlying | Option | and Option | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grant | Plan | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Options(4) | Awards(4) | Awards(5) | |||||||||||||||||||||||||||||||||||||||||||||||
| Name | Date(1) | Date(1) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/Sh) | ($) | ||||||||||||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | ||||||||||||||||||||||||||||||||||||||||||||||
| Rainwater | EIP:2/10/2006 | 405,000 | 810,000 | 1,215,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| PSUP:2/10/2006 | PSUP:5/2/2006 | — | — | — | 16,779 | 55,928 | 111,856 | — | — | — | 3,136,066 | |||||||||||||||||||||||||||||||||||||||||||||||
| Baxter | EIP:2/10/2006 | 150,000 | 300,000 | 450,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| PSUP:2/10/2006 | PSUP:5/2/2006 | — | — | — | 5,327 | 17,755 | 35,510 | — | — | — | 995,581 | |||||||||||||||||||||||||||||||||||||||||||||||
| Voss | EIP:2/10/2006 | 132,000 | 264,000 | 396,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| PSUP:2/10/2006 | PSUP:5/2/2006 | — | — | — | 4,688 | 15,624 | 31,248 | — | — | — | 876,089 | |||||||||||||||||||||||||||||||||||||||||||||||
| Sullivan | EIP:2/10/2006 | 114,000 | 228,000 | 342,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| PSUP:2/10/2006 | PSUP:5/2/2006 | — | — | — | 4,049 | 13,494 | 26,988 | — | — | — | 756,653 | |||||||||||||||||||||||||||||||||||||||||||||||
| Naslund | EIP:2/10/2006 | 83,750 | 167,500 | 251,250 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| PSUP:2/10/2006 | PSUP:5/2/2006 | — | — | — | 2,280 | 7,600 | 15,200 | — | — | — | 426,157 | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | The PSU awards were granted on | |
| (2) | The amounts shown in column (d) reflect the threshold payment level under the EIP which is 50% of the target amount shown in column (e). The amount shown in column (f) is 150% of such target amount. These amounts are based on | |
| (3) | The amounts shown in |
37
(4) |
|
|
None of the Executives received any option awards in 2006. | |||||
| ||||||||
| (5) | Represents the full grant date fair value of the PSU awards in 2006 determined in accordance with FAS 123R, based on the assumptions referenced in footnote (3) to the Summary Compensation Table. |
| Option Awards(1) | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||
| Equity | Equity | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Incentive | Incentive | Incentive Plan | |||||||||||||||||||||||||||||||||||||||||||
| Plan Awards: | Plan Awards: | Awards: | |||||||||||||||||||||||||||||||||||||||||||
| Number of | Number of | Number | Market | Number of | Market or Payout | ||||||||||||||||||||||||||||||||||||||||
| Securities | Securities | of Securities | Number of | Value of | Unearned | Value of Unearned | |||||||||||||||||||||||||||||||||||||||
| Underlying | Underlying | Underlying | Shares or | Shares or | Shares, Units, or | Shares, Units, or | |||||||||||||||||||||||||||||||||||||||
| Unexercised | Unexercised | Unexercised | Option | Units of Stock | Units of Stock | Other Rights | Other Rights | ||||||||||||||||||||||||||||||||||||||
| Options | Options | Unearned | Exercise | Option | That Have | That Have | That Have | That Have | |||||||||||||||||||||||||||||||||||||
| Exercisable | Unexercisable | Options | Price | Expiration | Not Vested | Not Vested | Not Vested(2) | Not Vested(3) | |||||||||||||||||||||||||||||||||||||
| Name | (#) | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | ||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||||||||||||
| Rainwater | – | – | – | – | – | – | – | 41,956 | 2,254,296 | ||||||||||||||||||||||||||||||||||||
| Baxter | – | – | – | – | – | – | – | 18,270 | 981,647 | ||||||||||||||||||||||||||||||||||||
| Voss | – | – | – | – | – | – | – | 14,873 | 799,126 | ||||||||||||||||||||||||||||||||||||
| Sullivan | – | – | – | – | – | – | – | 11,588 | 622,623 | ||||||||||||||||||||||||||||||||||||
| Naslund | – | – | – | – | – | – | – | 7,882 | 423,500 | ||||||||||||||||||||||||||||||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
AGGREGATED OPTION EXERCISES IN 2005
AND YEAR-END VALUES(1)
Name | Shares Acquired on Exercise(#) | Value Realized ($) | Unexercised Options at Year End(#) | Value of In-the-Money Options at Year End($)(2) | ||||||||
| Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
G. L. Rainwater | 8,150 | 163,448 | - 0 - | - 0 - | - 0 - | - 0 - | ||||||
W. L. Baxter | 3,525 | 72,897 | - 0 - | - 0 - | - 0 - | - 0 - | ||||||
T. R. Voss | 16,300 | 337,084 | - 0 - | - 0 - | - 0 - | - 0 - | ||||||
S. R. Sullivan | 3,525 | 70,606 | - 0 - | - 0 - | - 0 - | - 0 - | ||||||
C. D. Naslund | 9,725 | 185,677 | - 0 - | - 0 - | - 0 - | - 0 - | ||||||
| (1) |
| None of the | ||
| (2) | Represents outstanding grants of PSUs at threshold (due to lack of payout history) and restricted stock awards at target, based on historical payout levels. | |
| The following table provides the outstanding shares of restricted stock and their potential vesting dates (at target performance). |
| # of Potential Shares Vesting (at Target) Each Year Including Projected Divdends | |||||||||||||||||||||||||
| Name | 3/1/08 | 3/1/09 | 3/1/10 | 3/1/11 | 3/1/12 | ||||||||||||||||||||
| Rainwater | 8,705 | 7,078 | 5,126 | 4,187 | 2,597 | ||||||||||||||||||||
| Baxter | 4,352 | 3,720 | 2,776 | 2,251 | 1,347 | ||||||||||||||||||||
| Voss | 3,662 | 2,824 | 2,010 | 1,679 | 1,147 | ||||||||||||||||||||
| Sullivan | 2,596 | 2,079 | 1,581 | 1,302 | 801 | ||||||||||||||||||||
| Naslund | 1,993 | 1,536 | 1,098 | 939 | 688 | ||||||||||||||||||||
| The 2006 PSU awards under the 2006 Omnibus Incentive Compensation Plan vest, subject to Ameren achieving the required performance threshold and continued employment of the Executive, as of December 31, 2008 for all Executives. See “— Compensation Discussion and Analysis —Long-Term Incentives: Performance Share Unit Program (“PSUP”).” | ||
| (3) | The dollar value of the payout of 2006 PSU awards is based on achieving the threshold (minimum) performance goals for such awards. The dollar value of the payout of outstanding restricted stock awards is based on achieving target performance goals for such awards. Valuations are based on the closing price of $53.73 per share of Ameren’s Common Stock on the NYSE on December 29, 2006, the last business |
38
| day of 2006. There is no guarantee that, if and when the PSU awards and restricted stock awards vest, they will have this value. |
| | ||||||||||||||||||||
| Option Awards(1) | Stock Awards | |||||||||||||||||||
| Number of Shares | Number of Shares | Value | ||||||||||||||||||
| Acquired on | Value Realized | Acquired on | Realized on | |||||||||||||||||
| Exercise | on Exercise | Vesting(2) | Vesting(3) | |||||||||||||||||
| Name | (#) | ($) | (#) | ($) | ||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||||
| Rainwater | — | — | 5,156 | 269,813 | ||||||||||||||||
| Baxter | — | — | 2,550 | 133,442 | ||||||||||||||||
| Voss | — | — | 2,201 | 115,178 | ||||||||||||||||
| Sullivan | — | — | 1,554 | 81,321 | ||||||||||||||||
| Naslund | — | — | 1,199 | 62,744 | ||||||||||||||||
| (1) | None of the Executives hold any options to purchase shares of our Common Stock. | |
| (2) | These shares were earned and vested under the restricted stock awards under the Long-Term Incentive Plan of 1998 due to achievement of specified EPS hurdles for restricted shares awarded during2001-2005. The restricted shares were released on March 1, 2007. | |
| (3) | The value of the vested restricted shares is based on the closing price of $52.33 per share of our Common Stock on the NYSE on March 1, 2007. |
| | ||||||||||||||||||
| Number of | Present Value of | Payments During | ||||||||||||||||
| Years Credited | Accumulated | Last Fiscal | ||||||||||||||||
| Service | Benefit(1)(2) | Year(3) | ||||||||||||||||
| Name | Plan Name | (#) | ($) | ($) | ||||||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||
| Rainwater | 1) Retirement Plan | 27 | 701,437 | — | ||||||||||||||
| 2) Supplemental Retirement Plan | 27 | 955,031 | — | |||||||||||||||
| Baxter | 1) Retirement Plan | 11 | 87,582 | — | ||||||||||||||
| 2) Supplemental Retirement Plan | 11 | 181,616 | — | |||||||||||||||
| Voss | 1) Retirement Plan | 37 | 802,767 | — | ||||||||||||||
| 2) Supplemental Retirement Plan | 37 | 257,183 | — | |||||||||||||||
| Sullivan | 1) Retirement Plan | 17 | 215,801 | — | ||||||||||||||
| 2) Supplemental Retirement Plan | 17 | 158,512 | — | |||||||||||||||
| Naslund | 1) Retirement Plan | 32 | 573,401 | — | ||||||||||||||
| 2) Supplemental Retirement Plan | 32 | 127,005 | — | |||||||||||||||
| (1) | Represents the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan and the SRP as of December 31, 2006. See Note 10 to our audited consolidated financial statements for the year ended December 31, 2006 included in our 2006 Form10-K for an |
39
| explanation of the valuation method and all material assumptions applied in quantifying the present value of the accumulated benefit. The calculations were based on retirement at the plan normal retirement age of 65, included no pre-retirement decrements in determining the present value, used an 80% lump sum/20% annuity payment form assumption, and used the plan valuation mortality assumptions after age 65 in the 1994 Group Annuity Reserving Table. Cash balance accounts were projected to age 65 using the 2006 plan interest crediting rate of 5.00%. | ||
| (2) | The following table provides the Cash Balance Account (Lump Sum) Value for accumulated benefits relating to the Executives under the Retirement Plan and the SRP at December 31, 2006 as an alternative to the presentation of the actuarial present value of the accumulated benefits relating to the Executives under the Retirement Plan and the SRP as of December 31, 2006. |
| Cash Balance | ||||||||||
| Lump Sum Value | ||||||||||
| Name | Plan Name | ($) | ||||||||
| Rainwater | 1) Retirement Plan | 741,728 | ||||||||
| 2) Supplemental Retirement Plan | 1,009,887 | |||||||||
| Baxter | 1) Retirement Plan | 104,082 | ||||||||
| 2) Supplemental Retirement Plan | 215,832 | |||||||||
| Voss | 1) Retirement Plan | 854,799 | ||||||||
| 2) Supplemental Retirement Plan | 273,852 | |||||||||
| Sullivan | 1) Retirement Plan | 251,507 | ||||||||
| 2) Supplemental Retirement Plan | 184,739 | |||||||||
| Naslund | 1) Retirement Plan | 634,199 | ||||||||
| 2) Supplemental Retirement Plan | 140,472 | |||||||||
| (3) | All Executives are active and were not eligible for payments prior to December 31, 2006. |
40
Participant’s Age | Regular Credit for Pensionable Earnings* | Transition Credit Pensionable Earnings | Total Credits | |||
Less than 30 | 3% | 1% | 4% | |||
30 to 34 | 4% | 1% | 5% | |||
35 to 39 | 4% | 2% | 6% | |||
40 to 44 | 5% | 3% | 8% | |||
45 to 49 | 6% | 4.5% | 10.5% | |||
50 to 54 | 7% | 4% | 11% | |||
55 and over | 8% | 3% | 11% | |||
| Transition | |||||||||||||||
| Credit for | |||||||||||||||
| Participant’s Age | Regular Credit for | Pensionable | |||||||||||||
| on December 31 | Pensionable Earnings* | Earnings | Total Credits | ||||||||||||
| Less than 30 | 3% | 1% | 4% | ||||||||||||
| 30 to 34 | 4% | 1% | 5% | ||||||||||||
| 35 to 39 | 4% | 2% | 6% | ||||||||||||
| 40 to 44 | 5% | 3% | 8% | ||||||||||||
| 45 to 49 | 6% | 4.5% | 10.5% | ||||||||||||
| 50 to 54 | 7% | 4% | 11% | ||||||||||||
| 55 and over | 8% | 3% | 11% | ||||||||||||
| * | An additional regular credit of 3% is received for pensionable earnings above the Social Security wage base. |
The following table shows the estimated annual retirement benefits, including supplemental benefits described in the preceding paragraph, which would be payable to each Named Executive Officer listed as a single life annuity if he were to retire at age 65. These estimates were derived on the basis of the following assumptions: base salary will increase by 6 percent per year and each Named Executive Officer will receive an annual bonus equal to his average bonus over the last five years. IRC.
41
Name G. L. Rainwater W. L. Baxter T. R. Voss S. R. Sullivan C. D. Naslund Year of 65th Birthday Estimated Annual Benefit 2011 $ 236,000 2026 342,000 2012 161,000 2025 261,000 2017 175,000
| Executive | Company | Aggregate | |||||||||||||||||||||||
| Contributions | Contributions | Aggregate Earning | Withdrawals/ | Aggregate Balance | |||||||||||||||||||||
| in 2006(1) | in 2006 | in 2006(2) | Distributions | at12/31/06(3) | |||||||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | ||||||||||||||||||||
| Rainwater | 763,000 | — | 197,096 | — | 2,937,417 | ||||||||||||||||||||
| Baxter | 50,016 | — | 31,277 | — | 456,614 | ||||||||||||||||||||
| Voss | 132,000 | — | 67,467 | — | 998,164 | ||||||||||||||||||||
| Sullivan | 114,000 | — | 51,731 | — | 772,362 | ||||||||||||||||||||
| Naslund | 159,006 | — | 48,516 | — | 712,023 | ||||||||||||||||||||
| (1) | A portion of these amounts are also included in amounts reported as “Salary” in column (c) of the Summary Compensation Table. These amounts also include a portion of amounts reported as “Bonus” in our 2006 proxy statement, representing bonuses paid in 2006 for performance during 2005. | |
| (2) | The dollar amount of aggregate interest earnings accrued during 2006. The above-market interest component of these amounts is included in amounts reported in column (h) of the Summary Compensation Table. See footnote (6) to the Summary Compensation Table for the amounts of above-market interest. | |
| (3) | The dollar amount of the total balance of the Executive’s account as of December 31, 2006 consists of the following elements. |
| Executive | Interest | Total Per Table | Amount Previously Reported as | |||||||||||||||||
| Contributions | Earnings | Above | Compensation in Prior Years(1) | |||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ||||||||||||||||
| Rainwater | 2,330,313 | 607,104 | 2,937,417 | 2,048,109 | ||||||||||||||||
| Baxter | 300,602 | 156,012 | 456,614 | 132,886 | ||||||||||||||||
| Voss | 672,237 | 325,927 | 998,164 | 294,125 | ||||||||||||||||
| Sullivan | 582,472 | 189,890 | 772,362 | 192,000 | ||||||||||||||||
| Naslund | 468,904 | 243,119 | 712,023 | 138,750 | ||||||||||||||||
| (1) | Represents amounts previously reported as compensation to the Executive in Ameren’s Summary Compensation Table in previous years. |
42
EQUITY COMPENSATION PLAN INFORMATION
Plan Category | Number of Securities to be (a) | Weighted-Average Exercise Price of Outstanding Options, (b) | Number of Securities Remaining (c) | ||||
Equity compensation plans approved by security holders(1) | 135,992 | $ | 33.76 | 900,089 | |||
Equity compensation plans not approved by security holders | - | - | - | ||||
Total | 135,992 | $ | 33.76 | 900,089 | |||
100% (in 1% increments or amounts in excess of a threshold) for cash incentive awards. There are no minimum dollar thresholds for deferrals. At the request of a participant, the Company may, in its discretion, waive the 50% limitation.
—Change of Control Protection —Change of Control Severance Plan”) the balance in such participant’s deferral account, including interest payable at 150% of the average Mergent’s Index rate, is distributable in a lump sum to the participant within 30 days of the date the participant terminates employment.
43
44
Severance benefits are based upon a severance period of two
In addition toIRC.
| • | Retirement Plan Benefit Assumptions. Amount equal to the difference between (a) the account balance under the Retirement Plan and SRP which the participant would receive if his or her employment continued during the three-year period upon which severance is received (assuming the participant’s compensation during such period would have been equal to his or her compensation as in effect immediately prior to termination), and (b) the actual account balance (paid or payable) under such plans as of the date of termination. | |
| • | Welfare Benefit Payment Assumptions. Continued coverage for the Executive’s family with medical, dental, life insurance and executive life insurance benefits as if employment had not been terminated during the three-year period upon which severance is received. Calculation assumes full cost of benefits over the three-year period. In addition, the Executive’s family receives additional retiree medical benefits (if applicable) as if employment had not been terminated during the three-year period upon which severance is received. All retiree medical benefits are payable only in their normal form as monthly premium payments. The actuarial present value of the additional retiree medical benefits is included, calculated based on retirement at the end of the three-year severance period, a discount rate of 5.89% (120% of the long-term annual Federal rate at December 2006), and the plan valuation mortality assumptions (only after age 65) in the 1994 Group Annuity Reserving Table. |
| Three Years’ Base | Three Years’ | ||||||||||||||||||||||||
| Salary and Target | Additional | Three Years’ | |||||||||||||||||||||||
| EIP, Plus Pro Rata | Pension | Welfare | Outplacement | Excise Tax and | |||||||||||||||||||||
| EIP | Credit | Benefits(1) | at Maximum | Gross-up (to IRS) | |||||||||||||||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||||||
| Rainwater | 5,940,000 | 985,163 | 55,923 | 30,000 | 4,818,315 | ||||||||||||||||||||
| Baxter | 2,700,000 | 300,971 | 49,080 | 30,000 | 1,953,342 | ||||||||||||||||||||
| Voss | 2,376,000 | 469,893 | 49,080 | 30,000 | 1,700,296 | ||||||||||||||||||||
| Sullivan | 2,052,000 | 289,600 | 49,080 | 30,000 | 1,547,379 | ||||||||||||||||||||
| Naslund | 1,675,000 | 324,642 | 90,444 | 30,000 | 1,184,616 | ||||||||||||||||||||
| (1) | Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of or to the Executives under our welfare benefit plans. These amounts are not paid as a cash lump sum upon a Change of Control and termination of employment. |
45
Control Plan
| Number of Restricted Shares That Would | |||||
| Name | Vest Upon a Change of Control | ||||
| Rainwater | 24,341 | ||||
| Baxter | 12,678 | ||||
| Voss | 9,952 | ||||
| Sullivan | 7,338 | ||||
| Naslund | 5,488 | ||||
| • | Change of Control prior to vesting after which there is no traded stock. Upon a Change of Control which occurs on or before December 31, 2008 in which the Company ceases to exist or is no longer publicly trading on the NYSE or the NASDAQ Stock Market, the target number of PSU awards granted, together with dividends accrued thereon, will be converted to nonqualified deferred compensation. Interest on the nonqualified deferred compensation will accrue based on the prime rate, computed as provided in the award agreement. |
46
| Number of Shares Relating to PSU Awards to be | |||
| Paid Out After a Change of Control and on | |||
| Name | Earliest of Events Described Above | ||
| Rainwater | 58,717 | ||
| Baxter | 18,640 | ||
| Voss | 16,403 | ||
| Sullivan | 14,167 | ||
| Naslund | 7,979 | ||
| • | Change of Control after vesting, and after which there is no traded stock. Upon a Change of Control that occurs after December 31, 2008, the participant will receive an immediate distribution of cash equal to the value of the earned PSUs, computed as provided in the award agreement. | |
| • | Change of Control but the Company continues in existence. If there is a Change of Control but the Company continues in existence and remains a publicly traded company on the NYSE or the NASDAQ Stock Market, the PSUs will pay out upon the earliest to occur of the following: |
| • | Age 61 and under: A prorated award is earned through the termination date at the March 1 following the end of the performance period (based on actual performance) and paid immediately following such March 1. All other unvested restricted shares are forfeited. | |
| • | Age 62 or higher: Restricted shares continue to vest in accordance with the terms of the awards. |
47
| Employment Event | Payout (Always in Ameren Common Stock) | |
| Death | All awards pay out at target (plus accrual of dividends), pro rata for the number of days worked in each performance period. | |
| Disability | All outstanding awards are earned at the same time and to the same extent that they are earned by other participants, and are paid out by March 15 after the performance period ends. | |
| Retirement | If retirement occurs during the performance period at: | |
| Age 55-62 with 5 years of service: A prorated award is earned at the end of the3-year performance period (based on actual performance) and paid immediately. | ||
| Age 62+ with 5 years of service: A full award is earned at the end of the3-year performance period and paid immediately. | ||
| If retirement occurs during the2-year holding period following the performance period, payout of earned and vested awards is made immediately. | ||
| Number of PSUs That Would Vest Upon | Number of PSUs That Would Vest Upon | |||||||||
| Name | Death of Executive | Retirement of Executive(1) | ||||||||
| Rainwater | 19,572 | 12,231 | ||||||||
| Baxter | 6,213 | — | ||||||||
| Voss | 5,468 | 3,417 | ||||||||
| Sullivan | 4,722 | — | ||||||||
| Naslund | 2,660 | — | ||||||||
| (1) | Messrs. Baxter, Sullivan and Naslund are not retirement eligible. Therefore, no PSUs would vest under this scenario. |
48
SEC.
Stephen F. Brauer
Susan S. Elliott
Richard A. Liddy
Richard A. Lumpkin
49
Fees
$2,130,700.
$1,880,195.
Fees
— $5,000.
$900,097.
Fees
Fees
tool.
$28,000.
50
22, 2008.
51
POLICY REGARDING NOMINATIONSOF DIRECTORS
A-1
|
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| • | the highest professional and personal ethics; | |
| • | broad experience in business, government, education or technology; | |
| • | ability to provide insights and practical wisdom based on their experience and expertise; | |
| • | commitment to enhancing shareholder value; | |
| • | sufficient time to effectively carry out their duties; their service on other boards of public companies should be limited to a reasonable number; | |
| • | compliance with legal and regulatory requirements; | |
| • | ability to develop a good working relationship with other Board members and contribute to the Board’s working relationship with senior management of the Company; and | |
| • | independence; a majority of the Board shall consist of independent directors, as defined in this Director Nomination Policy. |
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. The Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert” as defined by Securities and Exchange Commission rules.
A-2
|
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A-3
|
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re-election) in accordance with one or more of the following categories of persons or entities that recommended that nominee: (1) a shareholder, a 5% shareholder, independent director, chief executive officer, or other executive officer of the Company; (2) a third-party search firm used by or on behalf of the Company; and (3) any other specified source. 7. Voting for Directors. Each director and each nominee for election as director shall agree, by serving as a director or by accepting nomination for election as a director, that if while serving as a director such director is a nominee for re-election as a director at an annual meeting of the shareholders and fails to obtain the necessary shareholder vote, as provided in the Company’s By-Laws, to be re-elected as a director at the annual meeting, he or she shall tender his or her resignation as a director for consideration by the Committee. The Committee shall evaluate the best |
August 28, 2005
APPENDIX B
2006 Omnibus Incentive Compensation Plan
Effective May 2, 2006
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2006 Omnibus Incentive Compensation Plan
Article 1. Establishment, Purpose, and Duration
1.1 Establishment. Ameren Corporation, a Missouri corporation (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the Ameren Corporation 2006 Omnibus Incentive Compensation Plan (hereinafter referred to as the “Plan”), as set forth in this document.
This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.
This Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof. The Company may make contingent Awards before the Effective Date, provided that the vesting, exercise, or payment of such Awards is expressly conditioned on shareholder approval and the Awards are forfeited if shareholders do not approve the Plan.
1.2 Purpose of this Plan. The purpose of this Plan is to provide a means whereby Employees and Directors of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. A further purposeshareholders and shall recommend to the Board the action to be taken with respect to such tendered resignation.8. Material Changes to Nomination Procedures. For proposes of this Plan isfacilitating disclosure required inForm 10-K andForm 10-Q, the Committee and the Corporate Secretary shall identify any material changes to provide a means throughthe procedures for shareholder nominations of directors for the reporting period in which such material changes occur.9. Posting of Policy. This Director Nomination Policy shall be posted to the Company may attract able individuals to become Employees or serve as Directors of the Company.1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstandingCompany’s website in accordance with their applicable terms and conditions andthe Company’s Corporate Governance Guidelines.10. Amendments to This Policy. Any amendments to this Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options mayDirector Nomination Policy must be granted more than ten (10) years after the earlier of (a) adoption of this Plan by the Board, or (b) the Effective Date.Article 2. DefinitionsWhenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.2.1“Affiliate” shall mean any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee.2.2 “Annual Award Limit”or “Annual Award Limits” have the meaning set forth in Section 4.3.2.3 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, or Other Stock-Based Awards, in each case subject to the terms of this Plan.2.4 “Award Agreement” means either (i) an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.2.5 “Board” or“Board of Directors” means the Board of Directors of the Company.2.6 “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.2.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations or other published guidance thereunder and any successor or similar provision.2.8“Committee” means the Human Resources Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. The Committee shall consist of two or more persons, each of whom qualifies as a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act and as an “outside director” within the meaning of Code Section 162(m). If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.2.9 “Company” means Ameren Corporation, a Missouri corporation, and any successor thereto as provided in Article 21 herein.2.10 “Covered Employee” means any Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees,approved by the Committee withinand ratified by the shorter of (i) ninety (90) days after the beginning of the Performance Period, or (ii) before twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee”Board.11. Applicability to Registered Companies. This Director Nomination Policy shall apply to all Company subsidiaries which are registered companies under this Plan for such applicable Performance Period.2.11 “Director”means any individual who is a member of the Board of Directors of the Company and who is not an employee of the Company.2.12“Director Award” means any Award granted, whether singly, in combination, or in tandem, to a Participant who is a Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this Plan.2.13 “Effective Date” has the meaning set forth in Section 1.1.2.14 “Employee” means any individual designated as an employee of the Company, its Affiliates, and/or its Subsidiaries on the payroll records thereof.2.15 “Exchange Act” means the Securities Exchange Act of 1934 as amended from time to time, or any successor act thereto.2.16 “Fair Market Value” or“FMV”means a priceand that is based on the opening, closing, actual, high, low, or average selling prices of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, the preceding trading day,the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be the closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder,file a proxy or information statement pursuant thereto, provided that the determinationindependence requirements contained herein shall not apply to such registered companies which constitute “controlled companies” within the meaning of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. If Fair Market Value is a price other than the closing price of a Share on the most recent date on which Shares were publicly traded, the definition of FMV shall be specified in the Award Agreement.2.17 “Full Value Award”means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance of Shares.2.18 “Grant Price”means the price established at the time of grant of an SAR pursuant to Article 7, used to determine whether there is any payment due upon exercise of the SAR.2.19 “Incentive Stock Option”or “ISO”means an Option to purchase Shares granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet theNYSE listing requirements of Code Section 422, or any successor provision.2.20 “Nonqualified Stock Option” or“NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.2.21 “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.2.22 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.election by each controlled company, as permitted under NYSE listing requirements.October 13, 2006
A-4
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | AMREN 1 | KEEP THIS PORTION FOR YOUR RECORDS | |||||
| DETACH AND RETURN THIS PORTION ONLY | |||||||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED | |||||||
AMEREN CORPORATION | ||||||||||||
| THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR ITEMS 1 AND 2 AND AGAINST ITEM 3 | ||||||||||||
| Vote On Directors | ||||||||||||
| ITEM 1 ELECTION OF DIRECTORS — NOMINEES FOR DIRECTOR | ||||||||||||
| 01 | ) | STEPHEN F. BRAUER | 07 | ) | CHARLES W. MUELLER | |||||||
| 02 | ) | SUSAN S. ELLIOTT | 08 | ) | DOUGLAS R. OBERHELMAN | |||||||
| 03 | ) | GAYLE P.W. JACKSON | 09 | ) | GARY L. RAINWATER | |||||||
| 04 | ) | JAMES C. JOHNSON | 10 | ) | HARVEY SALIGMAN | |||||||
| 05 | ) | RICHARD A. LIDDY | 11 | ) | PATRICK T. STOKES | |||||||
| 06 | ) | GORDON R. LOHMAN | 12 | ) | JACK D. WOODARD | |||||||
| For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||
| o | o | o | |||||||||||||
Vote on Proposals | ||||||
| For | Against | Abstain | ||||
| ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | o | o | o | |||
| ITEM 3 — SHAREHOLDER PROPOSAL RELATING TO REPORT ON CALLAWAY PLANT RELEASES | o | o | o |
| Yes | No | |||
| Please indicate if you plan to attend this meeting. | o | o | ||
HOUSEHOLDING ELECTION — Please indicate if you consent to receive certain future investor communications in a single package per household. | o | o | ||
| Signature (PLEASE SIGN WITHIN BOX) | Date | Signature (Joint Owners) | Date |
2.23 “Option Term”means the period of time an Option is exercisable as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
2.25 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
2.26 “Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees.
2.27 “Performance Measures” means measures as described in Article 12 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Planadmission ticket in order to qualify Awards as Performance-Based Compensation.
2.28 “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.
2.29 “Performance Share” means an Award under Article 9 herein and subjectgain admittance to the terms of this Plan, denominated in Shares,meeting. This ticket admits
only the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
2.30 “Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in dollars, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
2.31 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (basedshareholder listed on the performance of services, the achievement of performance goals, or the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.
2.32 “Person”shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Actreverse side and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
2.33 “Plan” means the Ameren Corporation 2006 Omnibus Incentive Compensation Plan.
2.34 “Plan Year”means the calendar year.
2.35 “Prior Plan”means the Company’s Long-Term Incentive Plan of 1998.
2.36 “Restricted Stock” means an Award granted to a Participant pursuant to Article 8.
2.37 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8.
2.38 “Share” means a share of common stock of the Company, $.01 par value per share.
2.39 “Stock Appreciation Right” or“SAR” means an Award, designated as an SAR, pursuant to the terms of Article 7 herein.
2.40 “Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
Article 3. Administration
3.1 General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals.
3.2 Authority of the Committee. The Committee shall have full discretionary power to interpret the terms and the intent of this Plan and any Award Agreement or other agreement or document ancillary to or in connection with this Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall include, butis not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, construing any ambiguous provision of the Plan or any Award Agreement, and, subject to Article 18, adopting modifications and amendments to this Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company, its Affiliates, and/or its Subsidiaries operate.
3.3 Delegation. The Committee may delegate to one or more of its members or to one or more officers of the Company, and/or its Subsidiaries and Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is, on the relevant date, a Covered Employee, or an officer, Director, or more than ten percent (10%) beneficial owner of the Company for purposes of Section 16 of the Exchange Act; (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.
Article 4. Shares Subject to this Plan and Maximum Awards
4.1 Number of Shares Available for Awards.
(a) Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be 4,000,000 Shares. All Shares not granted or subject to outstanding awards under the Company’s Prior Plan as of the Effective Date and any Shares subject to outstanding awards as of the Effective Date under the Prior Plan that on or after the Effective Date cease for any reason to be subject to such awards shall be encompassed within this Share Authorization. As a result, no awards may be made under the Prior Plan after the Effective Date.
(b) Flexible Share Authorization: To the extent that a Share is issued pursuant to the grant or exercise of a Full Value Award, it shall reduce the Share Authorization by one (1) Share; and, to the extent that a Share is issued pursuant to the grant or exercise of an Award other than a Full Value Award, it shall reduce the Share Authorization by .47 of a Share.
(c) The maximum number of Shares that may be issued pursuant to ISOs under this Plan shall be equal to the Share Authorization.
4.2 Share Usage. Shares covered by an Award shall be counted as used only to the extent they are actually issued; however, the full number of shares covered by Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued upon settlement of such Stock Appreciation Rights. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under this Plan. The Shares available for issuance under this Plan may be authorized and unissued Shares or treasury Shares.
4.3 Annual Award Limits. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of Awards under this Plan:
(a)Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be two million (2,000,000).
(b)SARs: The maximum aggregate number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be two million (2,000,000).
(c)Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one Participant shall be three hundred thousand (300,000) Shares.
(d)Performance Units or Performance Shares: The maximum aggregate number of Performance Units or Performance Shares that a Participant may be awarded in any one Plan Year shall be three hundred thousand (300,000) Shares. As noted in Section 9.3, up to two and one-half Shares (or the cash value of two and one-half Shares) may be issued with respect to a Performance Unit or Performance Share, depending on the level of performance.
(e)Cash-Based Awards: The maximum aggregate amount awarded with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed five million ($5,000,000) dollars determined as of the date of vesting.
(f)Other Stock-Based Awards. The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be three hundred thousand (300,000) Shares.
4.4 Adjustments in Authorized Shares. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, or in the event of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards.
The Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under this Plan to reflect, or related to, such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The Committee shall not make any adjustment pursuant to this Section 4.4 that would prevent Performance-Based Compensation from satisfying the requirements of Code Section 162(m); that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Section 409A, or that would cause an Award that is subject to Code Section 409A to fail to satisfy the requirements of Section 409A. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
Subject to the provisions of Article 18 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 409A, 422, and 424, as and where applicable.
Article 5. Eligibility and Participation
5.1 Eligibility. Individuals eligible to participate in this Plan include all Employees and Directors.
5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law, and the amount of each Award.
Article 6. Stock Options
6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion;provided that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted under Code Sections 422 and 424).
6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO.
6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine and set forth in the Award Agreement at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for Nonqualified Stock Options granted to Participants outside the United States, the Committee has the authority to grant Nonqualified Stock Options that have a term greater than ten (10) years.
6.5 Exercise of Options. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.
6.6 Payment. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Shares shall become the property of the Participant on the exercise date, subject to any forfeiture conditions specified in the Option.
A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price at the time of the exercise. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee,
the Shares that are tendered must have been held by the Participant for at least six (6) months (or such other period, if any, as the Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company or have been purchased on the open market); (c) by a cashless (broker-assisted) exercise; (d) by a combination of (a), (b) and/or (c); or (e) any other method approved or accepted by the Committee in its sole discretion.
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant a statement of holdings as evidence of book entry uncertificated Shares, or at the sole discretion of the Committee upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.
6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any blue sky or state securities laws applicable to such Shares.
6.8 Termination of Employment. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.
Article 7. Stock Appreciation Rights
7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee.
Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of this Plan, in determining the terms and conditions pertaining to such SARs.
The Grant Price for each grant of an SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however, the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
7.2 SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.
7.3 Term of SAR. The term of an SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and set forth in the Award Agreement at the time of grant. Except as
determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant.
7.4 Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.
7.5 Settlement of SARs. Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company on the exercise date in an amount determined by multiplying:
(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.
7.6 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
7.7 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of an SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of an SAR for a specified period of time.
Article 8. Restricted Stock and Restricted Stock Units
8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.
8.2 Restricted Stock or Restricted Stock Unit Agreement. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.
8.3 Other Restrictions. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
To the extent deemed appropriate by the Committee, the Company may retain any certificates or statements of holdings representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion shall determine.
8.4 Certificate Legend. In addition to any legends placed on certificates or statements of holdings pursuant to Section 8.3, each certificate or statement of holdings representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:
The sale or transfer of Shares of stock represented by this certificate or statement of holdings, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Ameren Corporation 2006 Omnibus Incentive Compensation Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Ameren Corporation.
8.5 Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
8.6 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
8.7 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.
Article 9. Performance Units/Performance Shares
9.1 Grant of Performance Units/Performance Shares. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.
9.2 Value of Performance Units/Performance Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.
9.3 Earning of Performance Units/Performance Shares. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout as provided in Section 9.4 on the value and number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. Regardless of the level of performance achieved, in no event will the number of Shares issued (or the amount of cash paid) with respect to a Performance Unit/Performance Share exceed two and one-half Shares (or the value of two and one-half Shares).
9.4 Form and Timing of Payment of Performance Units/Performance Shares. Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
9.5 Termination of Employment. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares issued pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
Article 10. Cash-Based Awards and Other Stock-Based Awards
10.1 Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.
10.2 Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
10.3 Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.
10.4 Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.
10.5 Termination of Employment. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee. Such provisions may be included in the Award Agreement, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
Article 11. Transferability of Awards
11.1 Transferability.Except as provided in Section 11.2 below, during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant. Awards shall not be transferable other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death, may be provided.
11.2 Committee Action. The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards (other than ISOs) shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however, no Award may be transferred for value (as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act of 1933, as amended).
Article 12. Performance Measures
12.1 Performance Goals.If an Award (other than an Option or SAR) is intended to qualify as Performance-Based Compensation, the Award shall vest or be paid solely on account of the attainment of an objective performance goal based on one or more of the Performance Measures listed in Section 12.2. The Committee shall establish the performance goal in writing not later than ninety (90) days after the commencement of the Performance Period (or, if earlier, before twenty-five percent (25%) of the Performance Period has elapsed), and at a time when the outcome of the performance goal is still substantially uncertain. The performance goal shall state, in terms of an objective formula or standard, the method for determining the amount of compensation payable to the Participant if the performance goal is attained.
12.2 Performance Measures.The Performance Measures used to establish performance goals for Performance-Based Compensation shall be limited to (a) net earnings or net income (before or after taxes); (b) earnings per share; (c) net sales or revenue growth; (d) net operating profit; (e) return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); (f) cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); (g) earnings before or after taxes, interest, depreciation, and/or amortization; (h) gross or operating margins; (i) gross revenue; (j) productivity ratios; (k) share price (including, but not limited to, growth measures); (l) expense targets; (m) margins; (n) operating efficiency; (o) capacity utilization; (p) increase in customer base; (q) environmental health and safety; (r) diversity; (s) quality; (t) customer satisfaction; (u) working capital targets; (v) economic value added or EVA (net operating profit after tax minus the sum of capital multiplied by the cost of capital); (w) net debt; (x) corporate governance; (y) total shareholder return; (z) dividend; and (aa) bond rating.
Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business unit of the Company, Subsidiary, and/or Affiliate
or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (k) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 12.
12.3 Evaluation of Performance.The evaluation of performance may include or exclude the effect of any of the following events that occurs during a Performance Period, and the Committee shall specify in writing when it establishes the performance goal whether the effect of one or more such events shall be so included or excluded: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, laws, regulatory actions or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders or Annual Report on Form 10-K, as the case may be, for the applicable year, (f) acquisitions or divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.
12.4 Certification of Performance. No vesting or payment shall occur under an Award that is intended to qualify as Performance-Based Compensation until the Committee certifies in writing that the performance goal and any other material terms of the Award have been satisfied.
12.5 Adjustment of Performance-Based Compensation. Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.
12.6 Committee Discretion. In the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m), and may base the vesting or payment of such Awards on Performance Measures other than those set forth in Section 12.2.
Article 13. Director Awards
The Board shall determine all Awards to Directors. The terms and conditions of any grant to any such Director shall be set forth in an Award Agreement.
Article 14. Dividend Equivalents
Any Participant selected by the Committee may be granted dividend equivalents based on the dividends declared on Shares that are subject to any Full Value Award, to be credited as of the dividend payment dates, during the period between the date the Full Value Award is granted and the date the Award vests or expires, as determined by the Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee.
Article 15. Beneficiary Designation
Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be
effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator, or legal representative on behalf of the Participant’s estate.
Article 16. Rights of Participants
16.1 Employment. Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates, and/or its Subsidiaries, to terminate any Participant’s employment or service on the Board or to the Company at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its Affiliates, and/or its Subsidiaries and, accordingly, subject to Articles 3 and 18, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries.
16.2 Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
16.3 Rights as a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.
Article 17. Change of Control
The treatment of Awards upon a change in control of the Company shall be set forth in the Award Agreement.
Article 18. Amendment, Modification, Suspension, and Termination
18.1 Amendment, Modification, Suspension, and Termination. Subject to Section 18.2, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company’s shareholders and except as provided in Section 4.4, Options or SARs issued under this Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, and no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule, including, but not limited to, the Exchange Act, the Code, and if applicable, the NYSE Listed Company Manual.
18.2 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary (other than Section 18.3), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.
18.3 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Board of Directors may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.
Article 19. Withholding
The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan. Participants may elect to satisfy the withholding requirements, in whole or in part, by having the Company withhold shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. The Participant shall remain responsible at all times for paying any federal, state, and local income or employment tax due with respect to any Award, and the Company shall not be liable for any interest or penalty that a Participant incurs by failing to make timely payments of tax.
Article 20. Successors
All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
Article 21. General Provisions
21.1 Forfeiture Events.
(a) The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause (as defined in the Award Agreement), termination of the Participant’s provision of services to the Company, Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.
(b) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.
21.2 Legend. The certificates or statements of holdings for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.
21.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
21.4 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
21.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
21.6 Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under this Plan prior to:
(a) Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b) Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.
21.7 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
21.8 Investment Representations. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.
21.9 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer or issuance of Shares, the transfer or issuance of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange upon which the Shares are listed.
21.10 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company, and/or its Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.
21.11 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
21.12 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards, except pursuant to a Covered Employee’s annual incentive award, may be included as “compensation” for purposes of computing the benefits payable to any Participant under
the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.
21.13 Deferred Compensation.If any Award would be considered deferred compensation as defined under Code Section 409A and would fail to meet the requirements of Code Section 409A, then such Award shall be null and void.
21.14 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.
21.15 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (ii) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which such entity deems to be necessary or appropriate.
21.16 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Missouri, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Missouri, to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.
21.17 Indemnification.Subject to requirements and limitations of applicable law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company, a Subsidiary, or an Affiliate to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct or except as expressly provided by statute.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
21.18 No Guarantee of Favorable Tax Treatment.Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or foreign law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.
21.19 Effect of Disposition of Facility or Operating Unit.In the event that the Company or any of its Affiliates and/or Subsidiaries closes or disposes of the facility at which a Participant is located
or the Company or any of its Affiliates and/or Subsidiaries diminish or eliminate ownership interests in any operating unit of the Company or any of its Affiliates and/or Subsidiaries so that such operating unit ceases to be majority owned by the Company or any of its Affiliates and/or Subsidiaries, then, with respect to Awards held by Participants who subsequent to such event will not be Employees, the Committee may, to the extent consistent with Code Section 409A (if applicable), (i) accelerate the exercisability of Awards to the extent not yet otherwise exercisable or remove any restrictions applicable to any Awards and (ii) extend the period during which Awards will be exercisable to a date subsequent to the date when such Awards would otherwise have expired by reason of the termination of such Participant’s employment with the Company or any of its Affiliates and/or Subsidiaries (but in no event to a date later than the expiration date of the Awards or the fifth anniversary of the transaction in which such facility closes or operating unit ceases). If the Committee takes no special action with respect to any disposition of a facility or an operating unit, then the terms and conditions of the Award Agreement and the other terms and conditions of this Plan shall control.
| AMEREN CORPORATION | ||
P.O. BOX 66149, ST. LOUIS, MISSOURI 63166-6149 | PROXY |
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 2, 2006
APRIL 24, 2007
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This proxy card also provides voting instructions, if applicable, for shares held in the DRPIus Plan and the various employee stock purchase and benefit plans as described in the proxy statement.
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THE BOARD OF DIRECTORS RECOMMENDS VOTINGFORITEMS 1, 2 AND 3 ANDAGAINSTITEM 4.
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PROXY VOTING INSTRUCTIONS
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Please have your proxy card available when you vote
by telephone or when you vote by Internet
We encourage you to take advantage of voting by telephone or Internet.
These are convenient cost saving ways to vote your shares.
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