2012 Ameren Executive Incentive Plan



 EXHIBIT 10.1 
 



 
 2012 AMEREN EXECUTIVE INCENTIVE PLAN FOR OFFICERS 

SUMMARY 
 The Ameren Executive Incentive
Plan (EIP) is intended to reward eligible Officers for their contributions to Ameren’s success. The EIP rewards Officers for Ameren’s earnings per share (EPS) results and individual performance. The EIP is approved by the Human Resources
Committee of Ameren’s Board of Directors (“Committee”). Ameren reserves the right at its sole discretion to revise, modify, continue or discontinue the EIP after the current plan year. 

EIP ELIGIBILITY 
 All Officers who are
actively employed on December 31, 2012 are eligible to participate in the EIP pursuant to the terms described herein. Additionally, Officers who terminate employment during the plan year (or following the plan year but before the award is paid)
because they retire, die, become disabled, or are involuntarily terminated as a result of a reduction in force, elimination of position, or change in strategic demand, are eligible to participate in the EIP pursuant to the terms described
herein. Officers who voluntarily or involuntarily terminate employment for any reason other than those reasons described in the prior sentence during the plan year or following the plan year but before awards are paid, forfeit participation in the
EIP. 
 AWARD OPPORTUNITIES 

Award opportunity percentages are set by the Human Resources Committee of the Board of Directors. Officers will receive individual communication regarding
their incentive target opportunity expressed as a percentage of their 2012 base salary. 2012 base salary is defined, generally, as the salary at the end of the plan year or at the time of eligible termination, if earlier. However, if salary changes
during the plan year, proration will apply as specified in “Job changes during plan year (e.g. salary increase, new role, etc.)” under “Impact of Employment Events” (below). 

PLAN STRUCTURE 
 The EIP is designed to
reward Officers for their contributions to Ameren’s success. This is accomplished by rewarding Officers for the achievement of EPS goals and their own personal contributions to Ameren’s performance. The EIP has four primary components:
(1) EPS targets; (2) a base award; (3) an individual performance modifier; and (4) an individual incentive payout. These components are described in more detail below. 





 
 EPS Targets 
 Ameren Officers have a responsibility to drive shareholder value through earnings performance. Thus, EPS performance is the primary metric used to establish award opportunities. 







 Three levels of EPS achievement will be established to reward eligible Officers for results achieved in EPS
performance. Achievement of EPS falling between the established levels will be interpolated. The three levels are defined as follows: 
  

	 	1.	Threshold: Threshold is the minimum level of Ameren EPS achievement necessary for incentive funds to be available. This level of EPS must be
achieved to justify the payment based on our fiduciary responsibility to our shareholders. 

  

	 	2.	Target: This is the targeted level of Ameren EPS achievement. 


 

	 	3.	Maximum: This level shares higher rewards in years of outstanding financial performance. This level will be very difficult to achieve, but in years
of outstanding performance, Officers will share in Ameren’s success. 

 Base Award 

Following the conclusion of the plan year, Ameren’s EPS will be measured. Achievement levels may be adjusted to include or exclude specified items of
an unusual nature or non-operating or significant events not anticipated in the business plan when EPS achievement levels were established as determined by the Committee at its sole discretion and as permitted by the Ameren Corporation 2006 Omnibus
Incentive Compensation Plan (“Plan”). Using these performance results, a formulaic base award will be determined for each Officer. This base award will then be subject to modification based on the Officer’s individual performance as
described below. 
 Individual Performance Modifier 
 The base award for each Officer may be adjusted up by as much as 50% or down by as much as 50% with the ability to pay zero for poor or non-performance, based on the Officer’s individual
contributions and performance during the plan year, as determined by the Committee at its sole discretion and as permitted by the Plan. Demonstrated leadership and the achievement of key operational goals will be considered when modifying the base
award for each Officer. 
 Individual Incentive Payout 
 The individual incentive payout represents the actual incentive award an Officer will receive as a result of both Ameren’s performance and the Officer’s own individual performance. Subject to
the terms described herein, the maximum payout under the EIP is 200% of the Officer’s target incentive opportunity. 
 EIP PAYOUT

 Awards will be paid by March 15, 2013. 
 Impact of Employment Events 
 The following table shows the impact of various employment
events. 
  

			
	 Employment Event
	 	 Payout

		
	Hire during plan year	 	The award pays out by March 15, 2013 based on 2012 base salary and EPS performance, pro rata for the number of days worked in the plan year and subject to the individual
performance modifier.
		
	Job changes during plan
year (e.g. salary increase,
new role, etc.)	 	The award pays out by March 15, 2013, pro rata based on any changes in target incentive opportunity, salary, performance metric and/or plan eligibility for each respective time
period during the plan year, and subject to the individual performance modifier.









			
		
	Death, disability or retirement during
plan year or following plan year
but before award is paid	  	The award pays out by March 15, 2013 based on 2012 base salary and EPS performance, pro rata for the number of days worked in the plan year, and subject to the individual
performance modifier.
		
	Paid, unpaid or military leave of
absence during plan year	  	Treated as a period of normal employment.
		
	Involuntary termination as a result of
a reduction in force, elimination
of position, or change in strategic
demand	  	The award pays out by March 15, 2013 based on 2012 base salary and EPS performance, pro rata for the number of days worked in the plan year, and subject to the individual
performance modifier, assuming the eligible participant signed and returned the Company’s approved general release and waiver within 45 days of termination and the seven day revocation period (from the date of signed release) has
expired.
		
	Other voluntary termination or
for-cause termination	  	No payout if termination occurs during the plan year or following the plan year but before award is paid.
		
	Change of control	  	The impact of Change of Control is described in the Second Amended and Restated Ameren Corporation Change Of Control Severance Plan, as amended. Please refer to this document for
further information.

 The Committee will review and has the authority to approve the final amount of payment. The final payment granted is
final and conclusive and not subject to review. 
 CONTACT 
 Questions regarding this plan may be directed to the Manager, Talent Management & Executive Compensation at 314.554.2049, or the Executive Compensation Lead at 314.206.0642. 

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

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