Form of Restrictive Stock Unit Award Agreement for awards issued in 2025 pursuant to 2022 Omnibus Incentive Compensation Plan

EX-10.49 8 aee202410-kxexhibit1049.htm 2025 RESTRICTED STOCK UNIT AWARD AGREEMENT AEE 2024 10-K-Exhibit 10.49

RSU CEO Award

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Exhibit 10.49

2025 Restricted Stock Unit

Award Agreement

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Notice of 2025 Restricted Stock Unit Award
Participant: ________________________	Grant Date: _____________________

You have been granted the following Restricted Stock Units in accordance with the terms of the Ameren

Corporation 2022 Omnibus Incentive Compensation Plan (as the same may be amended from time to

time, the "Plan") and the attached award agreement, referred to as Restricted Stock Unit Award

Agreement.


Number of Restricted Stock Units	[xxx]
Vesting Period	Grant Date - [Third Anniversary of Grant Date]
Payment Date	As soon as practicable after the end of the Vesting Period

I hereby acknowledge the following:

a)I have received the Restricted Stock Unit Award Agreement, which sets forth the terms and

conditions governing the award.

b)My signature below constitutes acceptance of the Award.

c)I understand and agree that the “Notice of 2025 Restricted Stock Award” is made part of the

Restricted Stock Unit Award Agreement and, together, constitute the entire Award Agreement.

By signing below, the parties have caused the attached Agreement to be executed effective as of the

Grant Date.


By: _______________________________________ Participant Name Date: ________________________________________	By: Ameren Corporation ______________________________________ EVP, Corporate Communications & CHRO of Ameren Services Company, on behalf of Ameren Corporation

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Ameren Corporation

2025 Restricted Stock Unit Award Agreement

THIS AGREEMENT, effective as of the Grant Date set forth in the Notice of 2025

Restricted Stock Unit Award ("Notice"), represents the grant of Restricted Stock Units by

Ameren Corporation (“Ameren”) to the Participant set forth in the Notice, pursuant to the

provisions of the Ameren Corporation 2022 Omnibus Incentive Compensation Plan, as it may be

amended from time to time (the “Plan”). The Notice is included in and made part of this

Agreement.

The Plan provides a description of the terms and conditions governing the Restricted

Stock Units. If there is any inconsistency between the terms of this Agreement and the terms of

the Plan, the Plan’s terms will completely supersede and replace the conflicting terms of this

Agreement. All capitalized terms will have the meanings ascribed to them in the Plan, unless

specifically set forth otherwise herein. The parties hereto agree as follows:

1.Notice of Grant. The Notice, as attached hereto, sets forth the number of Restricted

Stock Units (the “RSUs”) granted to the Participant and the Vesting Period.

Each RSU represents the right to receive one Share (as defined in the Plan) as of the

Payment Date (defined in Section 2), to the extent the Participant is vested in such

RSUs as of the Payment Date and subject to the terms of this Agreement and the Plan.

2.Vesting of RSUs. Subject to provisions set forth in Section 6 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 Ameren, Section 7 of this Agreement relating to termination for

Cause (as defined in the Change of Control Severance Plan), and Section 8 of this

Agreement relating to Participant’s obligations, the RSUs will vest as set forth below.

(a)Vesting Period. Provided the Participant has continued employment with Ameren

or any Affiliate or Subsidiary (the “Company”) through the Vesting Period, one

hundred percent (100%) of the Shares relating to all RSUs set forth in the Notice

plus any accrued dividend equivalents will vest and the restrictions set forth in

this Agreement with respect to the RSUs shall lapse as of the last day of the

Vesting Period, unless forfeited as described in this Section or as may be

provided in accordance with Section 8; or

(b)Death. Provided the Participant has continued employment with the Company

through the date of his death and such death occurs during the Vesting Period,

the Participant will be entitled to a prorated award based on the number of RSUs

set forth in the Notice to this Agreement plus accrued dividend equivalents as of

the date of death, with such prorated number based upon the total number of

days the Participant worked during the Vesting Period; or

(c)Disability. Provided the Participant has continued employment with the Company

through the date of his Disability (as defined in Code Section 409A) and such

Disability occurs during the Vesting Period, the Vesting Period shall continue to

lapse and the Participant shall receive one hundred percent (100%) of the

Shares relating to all RSUs set forth in the Notice plus any accrued dividend

equivalents he would have received had he remained employed by the Company

through the Vesting Period; or

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(d)Retirement. Provided the Participant has continued employment with the

Company through the date of retirement (as described below) and such

retirement occurs during the Vesting Period 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), the Vesting

Period shall continue to lapse and the Participant is entitled to receive a prorated

award based on the number of RSUs set forth in the Notice to this Agreement

plus accrued dividend equivalents as of the end of the Vesting Period, with the

prorated number based upon the total number of days the Participant worked

during the Vesting Period. The pro-rata number of Shares shall be delivered to

the Participant on the Payment Date.

(e)Notwithstanding anything in this Agreement to the contrary, no Restricted Stock

Units will be paid to the Participant, nor shall the Participant be entitled to

payment, if the Participant’s employment with the Company terminates during the

Vesting Period for any reason other than death, Disability, retirement as

described above, or on or after a Change of Control in accordance with Section

For purposes of this Agreement, any reference to a termination of employment shall be

interpreted to comply with Section 409A of the Internal Revenue Code (“Section 409A”).

To the extent payments are made during the periods permitted under Section 409A

(including any applicable periods before or after the specified payment dates set forth in

this Section), the Company shall be deemed to have satisfied its obligations under the

Plan and shall be deemed not to be in breach of its payment obligations hereunder.

3.Form and Timing of Payment. All payments of vested RSUs pursuant to this

Agreement will be made in the form of Shares. Except as otherwise provided in this

Agreement, payment will be made upon the earlier to occur of the following:

(a)As soon as practicable following the last day of the Vesting Period (but in no

event later than March 15 of the calendar year immediately following the last day

of the Vesting Period); and

(b)The Participant’s death or as soon as practicable thereafter (but in no event later

than March 15 of the calendar year following the year in which the Participant’s

death occurred).

Fractional RSUs that constitute less than a single share may be rounded to the nearest

full Share or converted to cash, at the Company’s option.

In the event the number of vested RSUs is mistakenly paid, the Company has the right

to recover any overpayment of any Shares or to make an additional payment of Shares

that were underpaid.

4.Rights as Shareholder. The Participant shall not have voting or any other rights as a

shareholder of the Company with respect to any RSUs. The Participant will obtain full

voting and other rights as a shareholder of the Company upon the delivery of Shares as

provided in Section 3 and 6 of this Agreement.

5.Dividend Equivalents. The Participant shall be entitled to receive dividend equivalents,

which represent the right to receive Shares measured by the dividend payable with

respect to the corresponding number of unvested RSUs. Dividend equivalents on RSUs

will accrue and be reinvested into additional RSUs throughout the Vesting Period.

Subject to continued employment with the Company, the dividend equivalents shall vest

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and be settled at the same time and in the same proportion as the RSUs to which they

relate. Participants will not be entitled to any dividend equivalent amount on RSUs

covered by this Agreement which are not ultimately earned.

6.Change of Control.

(a)Company No Longer Exists. Upon a Change of Control which occurs on or

before the last day of the Vesting Period in which the Company ceases to exist or

is no longer publicly traded on the New York Stock Exchange or the NASDAQ

Stock Market, Sections 2 and 3 of this Agreement, unless otherwise provided,

shall no longer apply and instead, the amount distributed under this award shall

be based on the number of RSUs awarded as set forth in the Notice to this

Agreement plus any accrued dividend equivalents and interest as follows:

(i)The amount underlying this award as of the date of the Change of Control

shall equal the value of one Share based on the closing price on the New

York Stock Exchange on the last trading day prior to the date of the Change

of Control multiplied by the sum of the number of RSUs awarded as set forth

in the Notice to this Agreement plus the additional RSUs attributable to

accrued dividend equivalents as of the date of the Change of Control;

(ii)Interest on this award shall accrue based on the prime rate (adjusted on the

first day of each calendar quarter) as published in the “Money Rates” section

in the Wall Street Journal from the date of the Change of Control until this

award is distributed or forfeited;

(iii)If the Participant remains employed with the Company or its successor

though the Vesting Period, this award, including interest, shall be paid to the

Participant in an immediate lump sum in January of the third calendar year

following the calendar year that includes the Grant Date, or as soon as

practicable thereafter (but in no event later than March 15 of such calendar

year);

(iv)If the Participant retired (as described in Section 2(d) of this Agreement)

or terminated employment due to Disability prior to the Change of Control

under Section 6(a) of this Agreement, the Participant shall immediately

receive payment under this award upon such Change of Control;

(v)If the Participant remains employed with the Company or its successor until

his death or Disability which occurs after the Change of Control and before

the last day of the Vesting Period, the Participant (or his estate or designated

beneficiary) shall immediately receive payment under this award, including

interest (if any), upon such death or Disability;

(vi)If the Participant has a qualifying termination (as defined in Section 6(c) of

this Agreement) before the last day of the Vesting Period or retires (as

described in Section 2(d) of this Agreement) after the Change of Control, the

Participant shall immediately receive payment under this award, including

interest (if any), upon such termination; and

(vii)In the event the Participant terminates employment before the end of the

Vesting Period for any reason other than as described in Sections (iv), (v) or

(vi) above, the Participant shall not receive payment of this award, including

interest (if any), nor be entitled to payment for, any RSUs.

(b)Company Continues to Exist. If there is a Change of Control of the Company but

the Company continues in existence and remains a publicly traded company on

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the New York Stock Exchange or the NASDAQ Stock Market, the RSUs will pay

out upon the earliest to occur of the following:

(i)In accordance with the vesting provisions of Sections 2 of this Agreement; or

(ii)If the Participant experiences a qualifying termination (as defined in Section

6(c) of this Agreement) during the two-year period following the Change of

Control and the termination occurs during the Vesting Period, the Participant

will be entitled to one hundred percent (100%) of the RSUs he would have

received had he remained employed by the Company for the entire Vesting

Period. Such RSUs will vest on the last day of the Vesting Period and the

vested RSUs will be paid in Shares in January of the calendar year

immediately following the last day of the Vesting Period or as soon as

practicable thereafter (but in no event later than March 15 of the third

calendar year following the calendar year that includes the Grant Date).

(c)Qualifying Termination. For purposes of Sections 6(a)(vi) and 6(b)(ii) of this

Agreement, a qualifying termination means (i) an involuntary termination without

Cause, (ii) for Change of Control Severance Plan participants, a voluntary

termination of employment for Good Reason (as defined in the Change of Control

Severance Plan) or (iii) an involuntary termination that qualifies for severance

under the Ameren Corporation Severance Plan for Ameren Employees or the

Ameren Corporation Severance Plan for Ameren Officers (as in effect

immediately prior to the Change of Control).

(d)Termination in Anticipation of Change of Control. If a Participant qualifies for

benefits as provided in the last sentence of Section 4.1 of the Change of Control

Severance Plan, or if a Participant is not a Participant in the Change of Control

Severance Plan but is terminated within six (6) months prior to the Change of

Control and qualifies for severance benefits under the Ameren Corporation

Severance Plan for Ameren Employees or the Ameren Corporation Severance

Plan for Ameren Officers and the Participant’s termination of employment occurs

before the calculated RSUs are paid, then the Participant shall receive (i) upon a

Change of Control described in Section 6(a) of this Agreement, an immediate

cash payout equal to the value of one Share based on the closing price on the

New York Stock Exchange on the last trading day prior to the date of the Change

of Control multiplied by the sum of the number of RSUs awarded as set forth in

the Notice to this Agreement plus the additional RSUs attributable to accrued

dividend equivalents or (ii) upon a Change of Control described in Section 6(b) of

this Agreement, the payout provided for in Section 6(b) of this Agreement.

7.All Other Terminations. No distribution of any Shares will be made in the event of a

termination of employment for any reason not otherwise described in Section 2 or 6,

including a voluntary resignation (other than for Retirement), a termination for Cause or a

termination without Cause (other than a qualifying termination), at any time prior to

payout of the Shares.

8.Participant Obligations.

(a)Detrimental Conduct or Activity. If the Participant engages in conduct or activity

that is detrimental to the Company, including but not limited to violating Sections

8(b) and 8(c) of this Agreement, after the RSUs are paid, or if the Company

learns of the detrimental conduct or activity after the RSUs are paid, and such

conduct occurred less than one year after the Participant's employment with the

Company ended, the following shall apply.

(i)If the Participant retired, the Participant shall not be entitled to receive

payment of any Shares that would otherwise be payable to the Participant

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with respect to the last award of Restricted Stock Units granted to the

Participant before his termination of employment due to retirement.

(ii)In all other cases, the Participant shall repay to the Company the equivalent

of the value of Shares received as of the payment date determined under

Section 3 of this Agreement within thirty (30) days of receiving a demand

from the Company for the repayment of the award.

(b)Confidentiality. Participants, by virtue of their position with the Company, have

access to and/or receive trade secrets and other confidential and proprietary

information about the Company’s business that is not generally available to the

public and which has been developed or acquired by the Company at

considerable effort and expense (hereinafter “Confidential Information”).

Confidential Information includes, but is not limited to, information about the

Company’s business plans and strategy, environmental strategy, legal strategy,

legislative strategy, finances, marketing, management, operations, and/or

personnel. The Participant agrees that, both during and after the Participant’s

employment with the Company, the Participant:

(i)will only use Confidential Information in connection with the Participant’s

duties and activities on behalf of or for the benefit of the Company;

(ii)will not use Confidential Information in any way that is detrimental to the

Company;

(iii)will hold the Confidential Information in strictest confidence and take

reasonable efforts to protect such Confidential Information from disclosure to

any third party or person who is not authorized to receive, review or access

the Confidential Information;

(iv)will not use Confidential Information for the Participant’s own benefit or

the benefit of others, without the prior written consent of the Company; and

(v)will return all Confidential Information to the Company within two business

days of the Participant’s termination of employment or immediately upon the

Company’s demand to return the Confidential Information to the Company.

Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act

of 2016, the Participant will not be held criminally or civilly liable under any

federal or state trade secret law for the disclosure of a trade secret that: (A) is

made (1) in confidence to a federal, state, or local government official, either

directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting

or investigating a suspected violation of law; or (B) is made in a complaint or

other document that is filed under seal in a lawsuit or other proceeding. If the

Participant files a lawsuit for retaliation by the Company for reporting a suspected

violation of law, the Participant may disclose the Company’s trade secrets to the

Participant’s attorney and use the trade secret information in the court

proceeding if the Participant (A) files any document containing the trade secret

under seal; and (B) does not disclose the trade secret, except pursuant to court

order.

Nothing in this Agreement prohibits or discourages Participant (a) from disclosing

information in good faith to any federal, state, or local governmental agency,

legislative body, or official (or staff member to the foregoing) regarding an alleged

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violation of law or regulation; (b) from discussing or disclosing information about

unlawful acts in the workplace or at activities coordinated or sponsored by the

Company, whether on or off the Company’s premises, such as harassment,

discrimination, retaliation, wage and hour violations, sexual assault, violations of

public policy, an unfair labor practice, or any other conduct that Participant has

reason to believe is unlawful; (c) from discussing or disclosing Participant’s

wages, hours, and working conditions with fellow employees and others; (d) from

otherwise making disclosures that are protected under applicable law, including,

without limitation, the Defend Trade Secrets Act, and any rule or regulation

promulgated by the Securities and Exchange Commission (SEC), the Equal

Employment Opportunity Commission (EEOC), or any other federal, state, or

local government agency; or (e) from collecting any monetary award or payment

from a government agency as a result of whistleblower activity.

(c)Non-Solicitation. The Participant agrees that, for one year from the end of the

Participant’s employment, the Participant will not, directly or indirectly, on behalf

of the Participant or any other person, company or entity:

(i)market, sell, solicit, or provide products or services competitive with or

similar to products or services offered by the Company to any person,

company or entity that: (i) is a customer or potential customer of the

Company during the twelve (12) months prior to the Participant’s termination

of employment and (ii) with which the Participant (A) had direct contact with

during the twelve (12) months prior to the Participant’s termination of

employment or (B) possessed, utilized or developed Confidential Information

about during the twelve (12) months prior to the Participant’s termination of

employment;

(ii)raid, hire, solicit, encourage or attempt to persuade any employee or

independent contractor of the Company, or any person who was an

employee or independent contractor of the Company during the 24 months

preceding the Participant’s termination, to leave the employ of, terminate or

reduce the person’s employment or business relationship with the Company;

(iii)interfere with the performance of any Company employee or independent

contractor’s duties for the Company.

(d)Acknowledgments and Remedies. The Participant acknowledges and agrees

that the Confidentiality and Non-Solicitation provisions set forth above are

necessary to protect the Company’s legitimate business interests, such as its

Confidential Information, goodwill and customer relationships. The Participant

acknowledges and agrees that a breach by the Participant of either the

Confidentiality or Non-Solicitation provision will cause irreparable damage to the

Company for which monetary damages alone will not constitute an adequate

remedy. In the event of such breach or threatened breach, the Company shall be

entitled as a matter of right (without being required to prove damages or furnish

any bond or other security) to obtain a restraining order, an injunction, or other

equitable or extraordinary relief that restrains any further violation or threatened

violation of either the Confidentiality or Non-Solicitation provision, as well as an

order requiring the Participant to comply with the Confidentiality and/or Non-

Solicitation provisions. The Company’s right to a restraining order, an injunction,

or other equitable or extraordinary relief shall be in addition to all other rights and

remedies to which the Company may be entitled to in law or in equity, including,

without limitation, the right to recover monetary damages for the Participant’s

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violation or threatened violation of the Confidentiality and/or Non-Solicitation

provisions. Finally, the Company shall be entitled to an award of attorneys’ fees

incurred in connection with securing any relief hereunder and/or pursuant to a

breach or threatened breach of the Confidentiality and/or Non-Solicitation

provisions.

9.Recoupment Policy. By accepting this Award and the benefits provided hereunder, the

Participant hereby acknowledges and agrees that the Participant, this Award, any other

award granted to the Participant under the Plan and any other incentive-based

compensation provided to the Participant shall be bound by and subject to the Ameren

Corporation Financial Restatement Compensation Recoupment Policy (as may be

amended from time to time) or any other clawback or recoupment arrangements or

policies the Company has in place from time to time, in each case, subject to the terms

and conditions thereof. Accordingly, the Participant agrees and acknowledges that this

Award, any other award granted to the Participant under the Plan and any other

incentive-based compensation provided to the Participant (as well as any other

payments or benefits derived from such amounts, including any Shares issued or cash

received upon vesting, exercise or settlement of any such awards or sale of Shares

underlying such awards), which may include awards and other incentive-based

compensation provided to the Participant prior to the date of this Agreement, may be

subject to forfeiture and/or recoupment in accordance with the terms of such applicable

policy.

10.Nontransferability. RSUs awarded pursuant to this Agreement may not be sold,

transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”)

other than by will or by the laws of descent and distribution, except as provided in the

Plan. If any Transfer, whether voluntary or involuntary, of RSUs is made, or if any

attachment, execution, garnishment, or lien will be issued against or placed upon the

RSUs, the Participant’s right to such RSUs will be immediately forfeited to the Company,

and this Agreement will lapse.

11.Requirements of Law. The granting of RSUs under the Plan and this Agreement will be

subject to all applicable laws, rules, and regulations, and to such approvals by any

governmental agencies or national securities exchanges as may be required.

12.Tax Withholding. The Company will have the power and the right to deduct or withhold,

or require the Participant or the Participant’s beneficiary to remit to the Company, the

minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign,

required by law or regulation to be withheld with respect to any taxable event arising as a

result of this Agreement.

13.Stock Withholding. With respect to withholding required upon any taxable event

arising as a result of RSUs granted hereunder, the Company, unless notified by the

Participant in writing within thirty (30) days prior to the taxable event that the Participant

will satisfy the entire minimum tax withholding requirement by means of personal check

or other cash equivalent, will satisfy the tax withholding requirement by withholding

Shares having a Fair Market Value equal to (i) the total minimum statutory amount

required to be withheld on the transaction, or (ii) such other amount as may be withheld

pursuant to the Plan and such withholding would not cause adverse accounting

consequences or costs. The Participant agrees to pay to the Company, its Affiliates and/

or its Subsidiaries any amount of tax that the Company, its Affiliates and/or its

Subsidiaries may be required to withhold as a result of the Participant’s participation in

the Plan that cannot be satisfied by the means previously described.

14.Administration. This Agreement and the Participant’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 may adopt for administration of

the Plan. It is expressly understood that the Committee is authorized to administer,

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construe, and make all determinations necessary or appropriate to the administration of

the Plan and this Agreement, all of which will be binding upon the Participant.

15.Continuation of Employment. This Agreement does not confer upon the Participant

any right to continuation of employment by the Company, its Affiliates, and/or its

Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its

Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any

time.

16.Amendment to the Plan. The Plan is discretionary in nature and the Committee may

terminate, amend, or modify the Plan; provided, however, that no such termination,

amendment, or modification of the Plan may in any way adversely affect in any material

way the Participant’s rights under this Agreement without the Participant’s written

approval.

17.Amendment to this Agreement. The Company may amend this Agreement in any

manner, provided that no such amendment may adversely affect in any material way the

Participant’s rights hereunder without the Participant’s written approval except as

otherwise permitted by the Plan.

18.Successor. All obligations of the Company under the Plan and this Agreement, with

respect to the award will be binding on any successor to the Company, whether the

existence of such successor is the result of a direct or indirect purchase, merger,

consolidation, or otherwise, of all or substantially all of the business and/or assets of the

Company.

19.Severability. The provisions of this Agreement are severable and if any one or more

provisions are determined to be illegal or otherwise unenforceable, in whole or in part,

the remaining provisions will nevertheless be binding and enforceable.

20.Applicable Laws and Consent to Jurisdiction. The validity, construction,

interpretation, and enforceability of this Agreement will be determined and governed by

the laws of the State of Missouri without giving effect to the principles of conflicts of law.

For the purpose of litigating any dispute that arises under this Agreement, the parties

hereby consent to exclusive jurisdiction and agree that such litigation will be conducted

in the federal or state courts of the State of Missouri.

21.Section 409A of the Code. This Agreement shall be interpreted in a manner that

satisfies the requirements of Code Section 409A. The Committee may make changes in

the terms or operation of the Plan and/or this Agreement (including changes that may

have retroactive effect) deemed necessary or desirable to comply with Code Section

409A. The Company makes no representations or covenants that this award will comply

with Section 409A of the Code.