Common use of Vesting of Performance Share Units Clause in Contracts

Vesting of Performance Share Units. (a) The Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2019, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. (a) The Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20172015; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20182016; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 2017 (collectively with December 31, 2017 2015 and December 31, 20182016, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 20192017, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. (a) The period of time from and including January 1, 2019 to December 31, 2020 is the “Free Cash Flow Performance Period.” The period of time from and including January 1, 2019 to December 31, 2021 is the “TSR Performance Period.” The Performance Share Units are subject to forfeiture to will vest as follows: (a) On the Friday following the first meeting of the Compensation Committee of the Board of Directors of the Company until they become non-forfeitable (the “Committee”) in accordance with this 2022, or as soon thereafter as reasonably practicable (such date, the “Vesting Date”), a number of Performance Share Units will vest based on the extent to which the Company has satisfied the performance conditions set forth on Attachment I, provided that Employee is continuously employed by the Company or any of its Subsidiaries from the Grant Date through the Vesting Date and has not experienced a Termination of Employment (as defined in Section 412(w) below) as of such date. Except as provided in the following sentence, (iSections 2(b) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017; (ii2(c) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoingbelow, if there is any Termination of Employment during the Grantee’s employment with period from and between the Company terminates by reason of death prior to December 31Grant Date until and including the Vesting Date, 2019, the risk of forfeiture shall lapse on Employee will immediately and automatically forfeit all Performance Share Units. The Committee may delegate, to an officer of the Company or to a subcommittee of the Committee, its authority to determine whether Employee has incurred a Termination of Employment, the cause of such termination or any related issue, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which any such determination by the Committee determines whether, or its delegate will be final and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement)binding on all parties. (b) In If Employee’s Termination of Employment occurs due to Retirement (as defined in Section 12(p) below) or Special Retirement (as defined in Section 12(s) below), the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeitedwill vest in accordance with Section 2(a) above as if Employee had remained continuously employed by the Company or any of its Subsidiaries from the Grant Date through the Vesting Date. (c) If Employee’s Termination of Employment occurs due to Disability (as defined in Section 12(h) below) or death, effective as then immediately on the occurrence of such Termination of Employment, the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreementtarget number of Performance Share Units will vest, and for 2 purposes of clarity, any separation from service shall be effective as of the date of such Termination of Employment will be considered the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodVesting Date.

Vesting of Performance Share Units. (a) The Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20172016; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20182017; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 2018 (collectively with December 31, 2017 2016 and December 31, 20182017, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 20192018, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. (a) The Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20172013; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20182014; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 2015 (collectively with December 31, 2017 2013 and December 31, 20182014, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 20192015, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). (b) . In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (athe “Grant Date”) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units are subject shall become vested as follows: (a) On January 17, 2015 (the “Vesting Date”), a number of Performance Share Units shall vest based on the extent to forfeiture to which the Company until they become non-forfeitable has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously employed by the Company in accordance with this Section 4. Except an Eligible Position (as provided defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the following sentence, number of Performance Share Units determined by multiplying (i) the risk number of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 730. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall thereupon become vestedvest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, only if the Grantee remains numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 730, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and on December 31then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, 2017; the numerator in clause (ii) of this Subsection 2(c) shall be equal to the risk total number of forfeiture will lapse on the second one-third of days that Employee is employed in an Eligible Position during the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2019, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement)Period. (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. (a) The Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20172014; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 20182015; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 2016 (collectively with December 31, 2017 2013 and December 31, 20182014, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 20192016, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested 2 Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172016; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192016, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of death (orhis death, if later, on with such prorated number based upon the date, following total number of days the end of Participant worked during the Performance Period on which Period; or (c) Provided the Committee determines whetherParticipant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2016, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2016, based on the actual performance of the Company during the entire Performance Period; or ______________________________ 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2016, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below- the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with ten (10) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)- the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172013; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192013, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of death (orhis death, if later, on with such prorated number based upon the date, following total number of days the end of Participant worked during the Performance Period on which Period; or (c) Provided the Committee determines whetherParticipant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2013, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2013; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2013, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.

Vesting of Performance Share Units. The period of time between the date of grant specified in the award notice (athe “Grant Date”) and the vesting of Performance Share Units (and the termination of restrictions thereon) shall be referred to herein as the “Performance Period.” The Performance Share Units are subject shall become vested as follows: (a) On January 17, 2016 (the “Vesting Date”), a number of Performance Share Units shall vest based on the extent to forfeiture to which the Company until they become non-forfeitable has satisfied the performance condition set forth on Attachment I to this Agreement, provided that Employee is continuously employed by the Company in accordance with this Section 4. Except an Eligible Position (as provided defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the following sentence, number of Performance Share Units determined by multiplying (i) the risk number of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the numerator of which is the number of days that elapsed between the Grant Date and the date of Employee’s Termination of Employment and the denominator of which is 1095. (c) If Employee ceases to be employed in a position eligible to receive Performance Share Units pursuant to this Agreement (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall thereupon become vestedvest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, only if the Grantee remains numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company through the Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Share Units that shall vest on the Vesting Date. If Employee ceases to be employed in an Eligible Position and on December 31then is again employed is an Eligible Position (while remaining continuously employed by the Company) during the Performance Period, 2017; the numerator in clause (ii) of this Subsection 2(c) shall be equal to the risk total number of forfeiture will lapse on the second one-third of days that Employee is employed in an Eligible Position during the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death prior to December 31, 2019, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement)Period. (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. (a) The period of time between January 1, 2018 and December 31, 2020 is the “Performance Period.” The Performance Share Units are subject to forfeiture to will vest as follows: (a) On the first Friday following the meeting of the Compensation Committee of the Board of Directors of the Company until they become non-forfeitable (the “Committee”) in accordance with this January 2021, or as soon thereafter as reasonably practicable (such date, the “Vesting Date”), a number of Performance Share Units will vest based on the extent to which the Company has satisfied the performance conditions set forth on Attachment I, provided that Employee is continuously employed by the Company or any of its Subsidiaries from the Grant Date through the Vesting Date and has not experienced a Termination of Employment (as defined in Section 413(x) below) as of such date. Except as provided in the following sentence, (iSections 2(b) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017; (ii2(c) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoingbelow, if there is any Termination of Employment during the Grantee’s employment with period from and between the Company terminates by reason of death prior to December 31Grant Date until and including the Vesting Date, 2019, the risk of forfeiture shall lapse on Employee will immediately and automatically forfeit all Performance Share Units. Any questions as to whether and when there has been a Termination of Employment, and all unvested Performance Share Units shall thereupon become vested on the date cause of death (orsuch termination, if later, on will be resolved by the date, following the end of the Performance Period on which the Committee determines whetherCommittee, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement)its determination will be final. (b) In If Employee’s Termination of Employment occurs due to Retirement (as defined in Section 13(q) below) or Special Retirement (as defined in Section 13(t) below), the Performance Share Units will vest in accordance with Section 2(a) above as if Employee had remained continuously employed by the Company or any of its Subsidiaries from the Grant Date through the Vesting Date. (c) If Employee’s Termination of Employment occurs due to Disability (as defined in Section 13(i) below) or death, then immediately on the occurrence of such Termination of Employment, the target number of Performance Share Units will be earned and vest. The delivery of the shares of Common Stock underlying vested Performance Share Units will be delivered as stated in Section 3 below. However, in the event that of death, the Company shall only issue the underlying shares to the employee’s heirs, provided they request the shares within six months following the death of the employee. (id) If Employee ceases to be employed in a position eligible to receive Performance Share Units (as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) the Company terminates the Grantee’s employment Performance Share Units will vest in accordance with Section 2(a) above, provided that Employee (x) remains continuously employed by the Company for or any reason prior to a Vest of its Subsidiaries from the Grant Date through the Vesting Date or (iiy) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the Grantee terminates employment with avoidance of doubt, if Employee experiences a Termination of Employment due to Disability or death after Employee ceases to be employed in an Eligible Position, the Company for any reason (other than death) prior to such dateprovisions of Section 2(c), all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodwill control.

Vesting of Performance Share Units. (a) a. The Performance Share Units are subject to forfeiture until they vest. Except as otherwise provided herein, provided that the Grantee remains in continuous service as an employee of the Company (“Continuous Service”) from the Grant Date through the last day of the Performance Period, and further provided that the “Threshold” level of the Performance Objective set forth in Exhibit A has been achieved, the Performance Share Units will vest on the last day of the Performance Period (the “Vesting Date”). The number of Performance Share Units that vest and become nonforfeitable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Objective set forth in Exhibit A and shall be rounded to the Company until they become non-forfeitable nearest whole Performance Share Unit. Performance Share Units that have not vested by the Vesting Date in accordance with this Section 4. Except as provided in 5(a) shall be forfeited. b. Subject to the following sentenceprovisions of Section 6(e) of the Plan (relating to discretionary actions that may, (i) but are not required, be taken by the risk of forfeiture will lapse on the first one-third of Committee with respect to the Performance Share UnitsUnits upon the occurrence of Xxxxxxx’s retirement, resignation, death or disability) and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2017; (ii) the risk of forfeiture will lapse on the second one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoingexcept as otherwise expressly provided in this Agreement, if the Grantee’s employment with the Company Continuous Service terminates by for any reason of death at any time prior to December 31the Vesting Date, 2019, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned in accordance with Section 3(b) of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled automatically forfeited upon such termination of Continuous Service and forfeitedthe Company shall have no further obligations to the Grantee under this Agreement. c. Notwithstanding Section 5(a) and (b), effective as of if the Grantee’s separation from service. Notwithstanding anything Continuous Service terminates prior to the contrary Vesting Date due to a Termination Upon Change of Control, the Performance Share Units shall vest based on the level of achievement of the Performance Objective set forth in Exhibit A on the Plan or this Agreementdate of Grantee’s Termination Upon Change in Control (as if the Performance Period was terminated as of such date), as determined in good faith by the Committee. d. Notwithstanding Section 5(a) and (b), if the Grantee’s Continuous Service terminates prior to the Vesting Date due to an Involuntary Termination, for 2 purposes of claritythis Section 5, any separation from service Grantee’s Continuous Service shall be effective as deemed to terminate on the date that is the 12month anniversary of the date the of Grantee’s active employment ends and Involuntary Termination. If such deemed termination date is on or after the Vesting Date, the Performance Share Units shall not be extended vest based on the level of achievement of the Performance Objective set forth in Exhibit A on the date of Grantee’s Involuntary Termination (as if the Performance Period was terminated as of such date), as determined in good faith by any statutory or common law notice periodthe Committee.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Amended and Restated Ameren Corporation Change of Control Severance Plan (“the Change of Control Severance Plan”)) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172008; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192008, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends, with such prorated number equal to the total number of days the Participant worked during the Performance Period; or (c) Provided the Participant has continued employment through the date of death his Disability (or, if later, on the date, following the end of the Performance Period on which the Committee determines whetheras defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2008, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2008; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2008, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number equal to the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (“the Change of Control Severance Plan”)) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172012; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192012, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of death (orhis death, if later, on with such prorated number based upon the date, following total number of days the end of Participant worked during the Performance Period on which Period; or (c) Provided the Committee determines whetherParticipant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2012, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2012; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172014; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192014, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of death (orhis death, if later, on with such prorated number based upon the date, following total number of days the end of Participant worked during the Performance Period on which Period; or (c) Provided the Committee determines whetherParticipant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2014, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2014, based on the actual performance of the Company during the entire Performance Period; or 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2014, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with ten (10) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of the Company, Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 11 of this Agreement relating to Participant’s obligations, the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the calculated Performance Share Units are subject to forfeiture will vest on the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in payment date, the following sentence, (i) the risk of forfeiture Participant will lapse be entitled to a prorated award based on the first one-third Target Number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; or (c) Provided the Participant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to the payment date, one hundred percent (100%) of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains he would have received had he remained employed by the Company through the payment date, based on the actual performance of the Company during the entire Performance Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and on December 31such retirement occurs before the payment date, 2017; the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below, the risk of forfeiture will lapse on the second one-third Participant is entitled to receive a prorated portion of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if that would have been earned had the Grantee remains Participant remained employed by the Company through and on December 31for the entire Vesting Period, 2018; and (iii) the risk of forfeiture will lapse based on the remaining actual performance of the Company during the entire Performance Share UnitsPeriod, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with ten (10) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and such amended from time to time), the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units shall thereupon become vested, only if that would have been earned had the Grantee remains Participant remained employed by the Company through and for the entire Vesting Period based on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”)the actual performance of the Company during the entire Performance Period. Notwithstanding anything in this Agreement to the foregoingcontrary, no Performance Share Units will be paid to the Participant, nor shall the Participant be entitled to payment, if the GranteeParticipant’s employment with the Company terminates by during the Vesting Period for any reason other than death, Disability, retirement as described above, or on or after a Change of death prior to December 31, 2019, the risk of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the Performance Share Units are earned Control in accordance with Section 3(b) of this Agreement)9. (b) In the event that (i) the Company terminates the Grantee’s employment with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice period.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172016; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192016, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of death (orhis death, if later, on with such prorated number based upon the date, following total number of days the end of Participant worked during the Performance Period on which Period; or (c) Provided the Committee determines whetherParticipant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2016, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2016, based on the actual performance of the Company during the entire Performance Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2016, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with ten (10) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below: (a) The Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, (i) the risk of forfeiture will lapse on the first one-third of the Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and vest on December 31, 20172015; or (iib) Provided the risk Participant has continued employment through the date of forfeiture will lapse on the second one-third of the Performance Share Units, his death and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2018; and (iii) the risk of forfeiture will lapse on the remaining Performance Share Units, and such Performance Share Units shall thereupon become vested, only if the Grantee remains employed by the Company through and on December 31, 2019 (collectively with December 31, 2017 and December 31, 2018, each a “Vest Date”). Notwithstanding the foregoing, if the Grantee’s employment with the Company terminates by reason of death occurs prior to December 31, 20192015, the risk Participant will be entitled to a prorated award based on the Target Number of forfeiture shall lapse on all Performance Share Units, and all unvested Performance Share Units shall thereupon become vested on set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of death (orhis death, if later, on with such prorated number based upon the date, following total number of days the end of Participant worked during the Performance Period on which Period; or (c) Provided the Committee determines whetherParticipant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to what extent December 31, 2015, one hundred percent (100%) of the Performance Share Units are he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2015, based on the actual performance of the Company during the entire Performance Period; or 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2015, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 or greater with five (5) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with ten (10) or more years of service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period. Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 3(b) 9 will require forfeiture of this Agreement). (b) In the event that (i) the Company terminates the Grantee’s employment entire award, with the Company for any reason prior to a Vest Date or (ii) the Grantee terminates employment with the Company for any reason (other than death) prior to such date, all unvested Performance Share Units shall be cancelled and forfeited, effective as of the Grantee’s separation from service. Notwithstanding anything no payment to the contrary in the Plan or this Agreement, and for 2 purposes of clarity, any separation from service shall be effective as of the date the Grantee’s active employment ends and shall not be extended by any statutory or common law notice periodParticipant.