This excerpt taken from the AEE 8-K filed Mar 2, 2009.
Change of Control.
(a) Company No Longer Exists. Upon a Change of Control which occurs on or before December 31, 2011 in which the Company ceases to exist or is no longer publicly traded on the New York Stock Exchange or the NASDAQ Stock Market, the Target Number of Performance Share Units awarded as set forth in Section 1(b) of this Agreement plus the accrued dividends as of the date of the Change of Control shall be converted to nonqualified deferred compensation with the following features:
interest, shall be paid to the Participant in an immediate lump sum on January 1, 2012, or as soon as practicable thereafter.
(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 the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following:
(c) Qualifying Termination. For purposes of Sections 9(a)(v) and 9(b)(ii), 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) a voluntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Management Employees (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 Company’s general severance plan and the Participant’s termination of employment occurs before December 31, 2011, then the Participant shall receive (i) upon a Change of Control described in Section 9(a), 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 Target Number of Performance Share Units awarded as set forth in Section 1(b) of this Agreement plus the additional Performance Share Units attributable to accrued dividends or (ii) upon a Change of Control described in Section 9(b), the payout provided for in Section 9(b).
This excerpt taken from the AEE DEF 14A filed Mar 15, 2006.
Article 17. Change of Control
The treatment of Awards upon a change in control of the Company shall be set forth in the Award Agreement.