exhibit1011-12312021






November 2021 – Performance Cash Unit Supplement                                     Ameriprise Financial, Inc.    Performance Cash Unit (“PCU”) Supplement  to the Long-Term Incentive Award (“LTIA”) Program Guide       [For U.S. and India Employees]  November 2021  





 






November 2021 – Performance Cash Unit Supplement   TABLE OF CONTENTS  Introduction 1  Overview 1  Governing Award Documents 1  Award Certificates 1  Definitions 1  PCU Award Program 2  Overview 2  Eligible Participants 2  Award Value (at Target) 2  Payout Determination 2  PCU Payout 3  Payment 3  Illustration 3  Performance Matrix 4  TSR Adjustment Matrix 4  PCU Payout 4  Effect of Certain Events 5  Termination Prior to Payment Date 5  Death or Disability 5  Retirement 5  Change in Control 5  Certain Corporate Transactions 6  Administration 6  Amendment 7  Definitions 7  Miscellaneous Provisions 9  Committee Adjustments 9  No Assignment 9  No Right to Continued Employment 9  No Right to Awards 10  Compliance with Section 409A 10  Tax Implications 10  Contact Information 11  





 






November 2021 – Performance Cash Unit Supplement  1    Introduction  Overview    This Supplement to the LTIA Program Guide (the “Guide”) provides information about the terms  and conditions of Performance Cash Unit awards (“PCU Awards”). A PCU Award is a long-term  incentive opportunity that is tied to certain performance goals and awarded under the Ameriprise  Financial 2005 Incentive Compensation Plan (the “Plan”). PCU Awards are made to eligible  employees of Ameriprise Financial, Inc., and any of its affiliates participating in the Plan  (collectively, the “Company” or “Ameriprise”), as determined by the Compensation and Benefits  Committee of the Board of Directors of the Company (the “Committee”).    The features of PCU Awards may be different than those shown in this Supplement in order to  meet local regulatory or other requirements. PCU Awards are granted at the discretion of the  Company and the Committee or, to the extent permitted by the Plan and the Company’s Long- Term Incentive Award structure and design, its designee, and are subject to local market  regulations and legislation, which could change at any time. Also note that while the tax laws that  apply to recipients of PCU Awards are based on each employee’s tax jurisdiction, most tax  information provided in this Supplement is generally for U.S. purposes only. Any tax information  provided in this Supplement is not intended to constitute tax advice. The Company urges all  employees to consult their personal tax advisor with any questions or issues regarding their PCU  Awards.    Governing Award Documents    Each PCU Award is subject to the applicable terms and conditions contained in the Plan, the Guide,  including the Detrimental Conduct Provisions attached to the Guide, any applicable Award  Certificate and this Supplement. These documents, along with Committee decisions, will govern  in cases of conflict, ambiguity or miscommunication. In the event of a conflict between the Plan  and the Guide or this Supplement, the Plan document shall control.    Award Certificates    Award Certificates for PCU Awards will generally be distributed to employees either via regular  or electronic mail. Participants should retain electronically distributed PCU Award documents for  their records.    Definitions  Capitalized terms have the meanings given to them in the “Definitions” section towards the end  of, or elsewhere in, this Supplement. Capitalized terms that are not defined in this Supplement  have the meanings given such terms in the Plan, the Guide or the Award Certificate, as applicable.  





 






November 2021 – Performance Cash Unit Supplement  2    PCU Award Program  Overview    A PCU Award is a long-term incentive opportunity that is designed to reward senior leaders for  the Company’s financial performance over a three-year performance period. A PCU Award is  evidenced by an Award Certificate, setting forth the applicable Award Date, Performance Period,  Performance Matrix and Total Shareholder Return (“TSR”) Adjustment Matrix. The amount  payable to a Participant under a PCU Award is dependent upon the performance of the Company  as compared to the performance criteria in the Performance Matrix and TSR Adjustment Matrix  described in this Supplement and the Participant’s Award Certificate, as well as the Participant’s  continued employment with the Company. As a result of these requirements, the payment that a  Participant receives may be greater or lesser than the Participant’s Award Value (at Target), or the  performance results could result in no payment at all under the PCU Award.    For a PCU Award covering the three-year Performance Period commencing on January 1st of the  first year and ending on December 31st of the third year, the Performance Matrix uses two criteria:  Compound Annual Growth Rate of Earnings Per Share (“EPS”) and Average Annual Return on  Equity (“ROE”), and the TSR Adjustment Matrix uses one criterion: Relative Total Shareholder  Return. Participants should refer to their Award Certificate for the specific performance criteria,  weightings and performance levels under the Performance Matrix and the TSR Adjustment Matrix.    PCU Awards generally vest three years after the date of grant. PCU Awards generally become  payable no later than March 15th of the year following the end of the applicable three-year  performance period, after the PCU Payout for that period has been determined. The PCU Awards  that are earned will be paid in the form of cash.    Eligible Participants    Currently, only employees of the Company in Bands 50 and above are eligible to receive PCU  Awards. Participation is generally limited to those employees who participate in the Ameriprise  Financial Annual Incentive Award (“AIA”) Plan, unless otherwise specified by the Company.    Award Value (at Target)    The Award Value (at Target) of a Participant’s PCU Award will be communicated to the  Participant shortly after the Award is granted.    Payout Determination    After the end of the Performance Period, for purposes of determining the PCU Payout, there will  be straight-line interpolation used to determine the payout percentage earned on any of the  measures for actual performance that falls between the goals stated in the Performance Matrix and  TSR Adjustment Matrix. The Committee will review and approve all payout percentages as  determined in accordance with this Supplement and the Performance Matrix and TSR Adjustment  Matrix grids approved for each Performance Period. Such determinations by the Committee  shall be final, binding and conclusive upon each Participant and all persons claiming under or  through such Participant.    





 






November 2021 – Performance Cash Unit Supplement  3    PCU Payout    Following the end of the Performance Period, the PCU Payout will be determined by: (1)  increasing or decreasing the Performance Matrix Payout Percentage according to the performance  results for that period; (2) applying the TSR Adjustment Factor determined under the TSR  Adjustment Matrix to arrive at the Overall Payout Percentage; and (3) multiplying the Award  Value (at Target) by the Overall Payout Percentage to arrive at the PCU Payout.    Payment    As soon as practicable after the last day of a Performance Period, the Committee will determine  and approve the PCU Payout of each Participant’s PCU Award in accordance with this  Supplement. Payment of the approved PCU Payout, if any, to a Participant under the Plan shall be  made no later than  March 15 following the end of the Performance Period (the “Payment Date”).  The payment to the participant for the PCU Payout will be made in the form of cash.    Except as otherwise provided in this Supplement, a Participant must remain actively employed by  the Company through the Payment Date to be eligible to receive payment under a PCU Award,  and a Participant shall forfeit the right to receive all or any part of his or her PCU Award if he or  she terminates employment prior to the Payment Date. Whether and as of what date a Participant’s  employment with the Company terminates if the Participant is granted a leave of absence or  commences any break in employment intended by his or her employer to be temporary will be  determined by the Committee in its sole discretion.    The Company or a Participant’s employer will withhold from any payment under a PCU Award  the minimum amounts that the Company or the employer determines are required to be withheld  by law, including, but not limited to, U.S. or India federal, state, local or foreign income,  employment or other taxes incurred by reason of the making of the PCU Award or any payment  under the PCU Award. In addition, U.S. FICA tax will be withheld, as required under the law, if  any portion of a PCU Award becomes vested for tax purposes prior to payment and will reduce  the amount of the PCU Award. It shall be a condition to the obligation of the Company to make  payments under a PCU Award that a Participant (or those claiming under or through the  Participant) promptly provide the Company or the employer with all forms, documents or other  information reasonably required by the Company or the employer in connection with the PCU  Award.    Illustration  Assume an employee has a PCU Award with an Award Value (at Target) of $25,000, and the  following Performance Matrix and TSR Adjustment Matrix performance:  





 






November 2021 – Performance Cash Unit Supplement  4    Performance Matrix    Performance Measure    Percentage  Payout  Earned*    Weighting  Weighted  Payout  Percentage  Calculation  Compound Annual Growth Rate of EPS    150% x 50% = 75%  Average Annual ROE    100% x 50% = 50%  PERFORMANCE MATRIX PAYOUT  PERCENTAGE      125%  * Percentage Payout earned is determined from the Performance Matrix grid, based on actual performance over the Performance  Period.    TSR Adjustment Matrix      Assuming the Ameriprise TSR for the period was at the top quartile when compared to the S&P  Financial TSR, then the TSR Adjustment Factor would be plus 25 percentage points based on the  TSR Adjustment Matrix. The Performance Matrix Payout Percentage in the above table would be  increased by the TSR Adjustment Factor as follows:    125% + 25 percentage points = 150%  (Performance  Matrix Payout  Percentage)    (TSR Adjustment  Factor)  (Overall Payout  Percentage)    PCU Payout    The Award Value (at Target) of the PCU Award ($25,000 in this example) is then multiplied by  the Overall Payout Percentage shown above:    $25,000 x 150% = $37,500  (Award Value (at Target)) (Overall Payout  Percentage)    (PCU Payout)    Note: This illustration and the corresponding values shown are based on financial, stock price and other assumptions about  future events or circumstances, which may or may not actually occur, as well as continuous employment and award  requirements. The illustration is hypothetical and not meant to imply that the Company will achieve certain stock prices or  growth rates, or has achieved any stated growth rate consistently in the past. The value and return on Ameriprise common  stock will fluctuate over time and may be worth more or less than the values shown in the illustration. Past performance is  no guarantee of future results. Participants should consult their personal financial advisor on the tax and other implications  of their PCU Awards, as applicable to their circumstances. This Supplement is not intended to provide any financial or tax  advice.  





 






November 2021 – Performance Cash Unit Supplement  5    Effect of Certain Events    Termination Prior to Payment Date    Other than as specified under the subheading below entitled “Change in Control,” if a Participant  terminates employment for any reason other than death, disability or retirement prior to the  Payment Date of a PCU Award, then the Participant and all others claiming under or through the  Participant shall not be entitled to receive any amounts under the PCU Award, except as otherwise  determined by the Committee in its sole discretion.    Death or Disability    If, on or before a PCU Award’s Payment Date, but during a period when a Participant has been in  continuous employment with the Company, the Participant terminates his or her employment with  the Company by reason of death or disability at any time following the Award Date, the Participant  will be entitled to that proportion of the PCU Payout as the number of full months that have elapsed  between the first day of the Performance Period and the end of the month in which the Participant’s  termination of employment by reason of death or disability occurs (not to exceed 36) bears to 36.  The PCU Payout, if any, shall be determined and paid after the last day of the Performance Period  in the normal course in accordance with this Supplement, unless otherwise determined by the  Committee, and the Participant and all others claiming under or through the Participant shall not  be entitled to receive any other amounts under the PCU Award.    In the event of death, and should any PCU Award become payable, any such payment will be made  to the legal representatives of the Participant’s estate.    Retirement    If, on or before a PCU Award’s Payment Date, but during a period when a Participant has been in  continuous employment with the Company since the Award Date, the Participant terminates his or  her employment with the Company by reason of Retirement (as that term is defined by the Guide):  (1) the Participant shall forfeit all PCU Awards with an Award Date that is within the calendar  year that the Retirement has occurred; and (2) all other remaining PCU Awards that have  Performance Periods that started prior to the calendar year in which the Retirement occurred shall  continue to vest and become earned under the terms of the applicable PCU Award. The PCU  Payout for this purpose shall be determined and paid after the last day of the Performance Period  in the normal course in accordance with this Supplement. Such amount, if any, shall be payable  after the Performance Period, and the Participant and all others claiming under or through the  Participant shall not be entitled to receive any other amounts under this Award.    Change in Control    Notwithstanding anything in the Plan, the Guide, an Award Certificate or this Supplement to the  contrary (except for the provision in the Guide dealing with a limitation under Section 280G of the  Code), if a Participant has not received payment under a PCU Award and, within two years after  the date of a Change in Control, the Participant experiences a termination of employment that  would otherwise entitle the Participant to receive the payment of severance benefits under the  provisions of the severance plan that is in effect and in which the Participant participates as of the  date of the Change in Control, (a) the Participant shall immediately be 100% vested in PCU  





 






November 2021 – Performance Cash Unit Supplement  6    Awards, (b) the Committee shall determine the Performance Matrix Payout Percentage and TSR  Adjustment Factor of PCU Awards as of the date of such termination of employment as if the  Performance Period had just ended, based on results against the performance measures up to the  last day of the calendar quarter ending on or immediately prior to such date, but prorated based on  (i) the total number of full and partial months of the Performance Period that have elapsed between  (1) the first day of the Performance Period and (2) the date of the termination of employment (not  to exceed 36) divided by (ii) 36, and (c) such value of the Award shall be paid to the Participant in  cash within five days after the date of such termination of employment. The Committee may not  amend or delete this section of this Supplement in a manner that is detrimental to a Participant,  without the Participant’s written consent.    Certain Corporate Transactions    In the event of any change in the corporate capitalization of the Company, such as by reason of  any stock split, or a material corporate transaction, such as any merger of the Company into another  corporation, any consolidation of the Company and one or more corporations into another  corporation, any separation of the Company (including a spin-off or other distribution of stock or  property by the Company), any reorganization of the Company (whether or not such reorganization  comes within the definition of such term in Section 368 of the Code), or any partial or complete  liquidation by the Company, other than a normal cash dividend, the Committee shall make an  equitable adjustment in the calculation or terms of the Performance Matrix and TSR Adjustment  Matrix under a PCU Award. Any such determination by the Committee under this paragraph shall  be final, binding and conclusive.    In the event of the sale, disposition, restructuring, discontinuance of operations or other  extraordinary corporate event in respect of a material business during the Performance Period or  any of the events discussed in the preceding paragraph during a Performance Period, the  Committee shall make an equitable adjustment in the calculation of the Compound Annual Growth  Rate of EPS component or the Average Annual ROE component in accordance with the  Committee Adjustments section of this Guide. Any such determination by the Committee under  this paragraph shall be final, binding and conclusive.    Administration    The PCU Award program is administered by the Committee. Any action taken or decision made  by the Company, the Board or the Committee or its delegates arising out of or in connection with  the construction, administration, interpretation or effect of the Plan or this Supplement shall lie  within its sole and absolute discretion, as the case may be and shall be final, conclusive and binding  upon all Participants and all persons claiming under or through such Participants. By accepting a  PCU Award or other benefit under the Plan, a Participant and each person claiming under or  through the Participant shall be conclusively deemed to have indicated acceptance and ratification  of, and consent to, any action taken or decision made under the Plan by the Company, the Board  or the Committee or its delegates.  





 






November 2021 – Performance Cash Unit Supplement  7    Amendment    Generally, the Board may at any time amend, suspend or discontinue the Plan. The Committee  may at any time amend this Supplement or an Award Certificate. Notwithstanding the foregoing,  but subject to the provisions of this Supplement, no such action by the Board or the Committee  shall reduce the amount payable under this Supplement or an Award Certificate in a material  manner without a Participant’s consent. For this purpose, a change in the amount payable that  occurs solely by reason of a change in the date or form of payment shall in no case be treated as a  reduction prohibited by this paragraph. This paragraph shall be construed and applied so as to  permit the Committee to amend this Supplement and an Award Certificate at any time in any  manner reasonably necessary or appropriate in order to comply with the requirements of Section  409A of the Code, including amendments regarding the timing and form of payments under a PCU  Award.  Definitions    “Ameriprise TSR” means the compound annual growth rate, expressed as a percentage with one  decimal point, in the value of a share of common stock in the Company due to stock appreciation  and dividends, assuming dividends are reinvested, during the Performance Period. For this  purpose, the “Beginning Stock Price” shall mean the average closing sales prices of the Company’s  common stock on the New York Stock Exchange (“NYSE”) Composite Transaction Tape for the  trading days in the month of December immediately preceding the beginning of the Performance  Period; and, the “Ending Stock Price” shall mean the average closing sales prices of the Company’s  common stock on the NYSE Composite Transaction Tape for the trading days in the month of  December immediately preceding the Expiration Date (or such other period as the Committee may  determine). Where “Y” is the number of fractional Shares resulting from the deemed reinvestment  of dividends paid during the Performance Period, the Ameriprise TSR is calculated as follows:    ( Ending Stock Price x (1 + Y)  Beginning Stock Price  1/3  ) -1    “Annual ROE” means, for any given year, the Net Income for such year divided by the Average  Annual Shareholders’ Equity for such year, subject to Committee Adjustments.  “Average Annual ROE” means, for a Performance Period, the sum of the Annual ROE for every  year during the Performance Period, divided by three.    “Average Annual Shareholders’ Equity” means, for any given year, the sum of the total  shareholders’ equity of the Company as of the first day of such year and as of the end of each  month during such period (each as determined by the Company in accordance with generally  accepted accounting principles but excluding the effect of Statement of Financial Accounting  Standards Codification Nos. 320-10 and 815 (relating to mark-to-market treatment of certain  investments and accounting for derivatives, respectively, and appropriated retained earnings of  consolidated investment entities and non-controlling interests investments in subsidiaries), divided  by 13.  





 






November 2021 – Performance Cash Unit Supplement  8    “Award Certificate” means the certificate delivered by the Company to a Participant containing  the terms of the Participant’s PCU Award.    “Award Date” means the award date set forth in the applicable Award Certificate.    “Award Value (at Award Date)” will be communicated to the Participant shortly after the Award  is granted.  “Compound Annual Growth Rate of EPS” means, for a Performance Period, the annualized growth  rate calculated as follows:    (  Annual EPS in Final Year of    Performance Period   Annual EPS for Fiscal Year  Immediately Preceding the  Performance Period  )1/3     -1      “Earnings Per Share” means, for any given year, the diluted earnings (or loss) per share of the  Company for such year, as determined by the Company in accordance with generally accepted  accounting principles for inclusion in the Company’s annual audited financial statements, subject  to Committee Adjustments.    “Equity Market Collar” means the limitations on the potential upside or downside financial  impacts associated with equity market returns that fall outside the bounds of the pre-established  range determined by the Committee. The pre-established range applicable to these PCU Awards  is 4% above and 4% below the assumed market return in the Company’s plan.    “Expiration Date” means the last day of a Performance Period.    “Net Income” means, for any given year, the after-tax net income (or loss) attributable to  Ameriprise Financial, Inc. for such year, as determined by the Company in accordance with  generally accepted accounting principles and subject to Committee Adjustments.    “Overall Payout Percentage” means the Performance Matrix Payout Percentage increased or  decreased by the TSR Adjustment Factor. In no instance shall the Overall Payout Percentage  exceed 175%.    “Participant” means an employee who is granted a PCU Award.  “Performance Matrix” means the Performance Matrix set forth in the applicable Award Certificate.  “Performance Matrix Payout Percentage” means the payout percentage determined under the  Performance Matrix based on the weighted Compound Annual Growth Rate of EPS and the  weighted Average Annual ROE for the Performance Period.  





 






November 2021 – Performance Cash Unit Supplement  9    “Performance Period” means the period set forth in the applicable Award Certificate, and is  normally a three-year period commencing with the start of the fiscal year in which the Award Date  occurs.    “PCU Payout” means the amount payable pursuant to the terms of a PCU Award.  “Relative Total Shareholder Return” means the comparison of the Ameriprise TSR to the S&P  Financial TSR.  “S&P Financial TSR” means the compound annual growth rate, expressed as a percentage with  one decimal point, in the value of the S&P Financial Index during the Performance Period (or such  other index as may be selected by the Committee and set forth in the applicable Award Certificate).  The S&P Financial TSR is calculated in a manner consistent with the calculation of Ameriprise  TSR, from information publicly reported by Standard & Poors Company (or the entity that  publishes such other index, as the case may be).    “TSR Adjustment Factor” means the adjustment percentage determined under the TSR  Adjustment Matrix given the Relative Total Shareholder Return for the Performance Period.    “TSR Adjustment Matrix” means the TSR Adjustment Matrix set forth in the applicable Award  Certificate.    Miscellaneous Provisions    Committee Adjustments    The Committee reserves the right, in its sole discretion to make performance adjustments for any  one-time or unusual events, internal or external factors, or for fundamental changes that have  impacted the results over the Performance Period (collectively, the “Committee Adjustments”).  Such Committee Adjustments include, but are not limited to, acquisitions and divestitures,  accounting changes, restructurings and the consideration of equity market returns that fall outside  the Equity Market Collar. Committee Adjustments can have the effect of either increasing or  decreasing the payout percentage that is determined according to the Performance Matrix;  provided, however, that in no instance shall the Overall Payout Percentage exceed 175%.    No Assignment    A Participant shall have no right to sell, pledge, hypothecate, assign, margin or otherwise transfer  in any manner any interest he or she might have in all or any part of a PCU Award that has been  granted to him or her, and any attempt to do so shall be null and void and shall have no force or  effect whatsoever.    No Right to Continued Employment    Nothing contained in the Plan or in this Supplement shall confer upon an employee any right to  continue in the employ or other service of the Company or constitute any contract (of employment  or otherwise) or limit in any way the right of the Company to change the employee’s compensation  or other benefits or to terminate the employee’s employment with or without cause.    





 






November 2021 – Performance Cash Unit Supplement  10    No Right to Awards    A Participant’s status as an employee shall not be construed as a commitment that any one or more  PCU Awards shall be made to the Participant or to employees generally. A Participant’s status as  a participant shall not entitle him or her to any additional award.    The information in this Supplement does not imply there will be a PCU Award program in the  future, nor what the participation, selection and award guidelines would be. The Company reserves  the right to amend, change or terminate all or part of the PCU Award program in accordance with  applicable plans, agreements and regulations.    Compliance with Section 409A    Notwithstanding any other provision of this Supplement to the contrary, to the extent that a PCU  Award constitutes a nonqualified deferred compensation plan to which Section 409A of the Code  applies, payments under such PCU Award shall be made at a time and in a manner that satisfies  the requirements of Section 409A of the Code and guidance of general applicability issued  thereunder, including the provisions of Section 409A(a)(2)(B) of the Code to the extent  distributions to any employee are required to be delayed six months. It is intended that this PCU  Award comply with the requirements of Section 409A so as to prevent the inclusion in gross  income of any benefits accrued thereunder in a taxable year prior to the taxable year or years in  which such amount would otherwise be actually distributed or made available to the Participant.  This PCU Award shall be administered and interpreted in a manner that is consistent with such  intention and the Company’s Policy Regarding Section 409A Compliance.    If any payment that would otherwise be made under a PCU Award is required to be delayed by  reason of this section, such payment shall be made at the earliest date permitted by Section 409A  of the Code. The amount of any delayed payment shall be the amount that would have been paid  prior to the delay and shall be paid without interest.    Tax Implications  The following is a summary description of the United States and India federal income tax  consequences generally arising with respect to grants of PCU Awards. There may also be state and  local taxes applicable to these awards. This summary is not intended to be a complete description  of all possible tax consequences of PCU Awards, and Participants should be aware that different  tax treatments may apply outside of the United States or India depending upon their country of  residence or citizenship.    Generally, in the U.S. or India, a Participant will not have income at the time the Committee grants  a PCU Award. Under current tax laws, a Participant generally will have income (perquisite income  in India) at the time that the Company pays cash, Ameriprise Shares, other Company securities or  property to the Participant under such PCU Award, which will equal the amount of cash and the  fair market value of the Ameriprise Shares, securities, or property received. In addition to U.S. or  India federal income tax, a Participant’s PCU Award is also subject to other taxes such as FICA  and FUTA taxes.  





 






November 2021 – Performance Cash Unit Supplement  11    For other potential tax considerations, see “Tax Implications for Stock-Based and Other LTIAs  (U.S. Only)” in the Guide.    NO REPRESENTATION RESPECTING TAX TREATMENT OF ANY PCU AWARD HAS  BEEN MADE TO ANY PARTICIPANT. PARTICIPANTS ARE URGED TO CONSULT  THEIR COUNSEL, ACCOUNTANTS, OR OTHER TAX ADVISORS REGARDING THE TAX  CONSEQUENCES OF PCU AWARDS GRANTED TO THEM IN RELATION TO THEIR  OWN PARTICULAR TAX SITUATION.    Contact Information      Information Needed Contact/E-mail Phone Number Fax Number  PCU Award History Report Ameriprise Long-Term Incentive  Award Administration    e-mail: Ameriprise LTIA -  ameriprise.ltia.administration@ampf.com    (612) 671-4441  or  (612) 671-3072  (612) 671-3948  Detrimental Conduct provisions  for Bands 50 and above  Other information requests (e.g.,  LTIA policy questions for HR,  general LTIA questions)