Common use of Vesting of Performance Share Units Clause in Contracts

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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 2012; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012, the Participant will be entitled to a prorated award based on the 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 December 31, 2012, one hundred percent (100%) of the Performance Share Units 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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 “the Change of Control Severance Plan”)) of the Company and 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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned calculated Performance Share Units will vest on December 31, 2012the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012the payment date, the Participant will be entitled to a prorated award based on the 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; oror __________________________________ 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. (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 December 31, 2012the payment date, one hundred percent (100%) of the Performance Share Units he would have earned received had he remained employed by the Company for through the payment date, based on the actual performance of the Company during the entire Performance Period will vest on December 31, 2012Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012the payment date, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), 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 Vesting 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 . Notwithstanding anything in this Agreement to 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 contrary, no Performance Share Units that would have been earned had will be paid to the Participant, nor shall the Participant remained employed by be entitled to payment, if the Participant’s employment with the Company for the entire Performance Period based on the actual performance of the Company terminates during the entire Performance Period. Termination of employment during the Performance 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 9 will require forfeiture of this entire award, with no payment to the Participant9.

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 “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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122016; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122016, the Participant will be entitled to a prorated award based on the 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 December 31, 20122016, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122016, 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, 20122016, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of serviceservice (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 five ten (510) or more years of serviceservice (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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122011; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122011, the Participant will be entitled to a prorated award based on the 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 December 31, 20122011, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122011; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122011, 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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 “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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122016; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122016, the Participant will be entitled to a prorated award based on the 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 December 31, 20122016, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122016, based on the actual performance of the Company during the entire Performance Period; oror ______________________________ 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, 20122016, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— 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 five ten (510) or more years of service— 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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122008; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122008, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of his deathdividends, with such prorated number based upon 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 his Disability (as defined in Code Section 409A), and such Disability occurs prior to December 31, 20122008, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122008; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122008, 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 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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 “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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122015; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122015, the Participant will be entitled to a prorated award based on the 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 December 31, 20122015, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122015, based on the actual performance of the Company during the entire Performance Period; oror 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, 20122015, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of serviceservice (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 five ten (510) or more years of serviceservice (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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 “the Change of Control Severance Plan”)) of the Company and 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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned calculated Performance Share Units will vest on December 31, 2012the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012the payment date, the Participant will be entitled to a prorated award based on the 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 December 31, 2012the payment date, one hundred percent (100%) of the Performance Share Units he would have earned received had he remained employed by the Company for through the payment date, based on the actual performance of the Company during the entire Performance Period will vest on December 31, 2012Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012the payment date, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— 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 Vesting 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 ten (510) or more years of service— 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 Vesting Period based on the actual performance of the Company during the entire Performance Period. Termination of Notwithstanding anything in this Agreement to the contrary, no Performance Share 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 Performance 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 9 will require forfeiture of this entire award, with no payment to the Participant9.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 8 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 “the Change of Control Severance Plan”)) of the Company and Company, Section 10 9 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 10 of this Agreement relating to Participant’s obligations, the Performance Share Units will vest as set forth below: (a) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned calculated Performance Share Units will vest on December 31, 2012the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012the payment date, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in Section 1(b) of the Notice to 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 December 31, 2012the payment date, one hundred percent (100%) of the Performance Share Units he would have earned received had he remained employed by the Company for through the payment date, based on the actual performance of the Company during the entire Performance Period will vest on December 31, 2012Period; 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 payment date if the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), 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 Vesting 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 . Notwithstanding anything in this Agreement to 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 contrary, no Performance Share Units that would have been earned had will be paid to the Participant, nor shall the Participant remained employed by be entitled to payment, if the Participant’s employment with the Company for the entire Performance Period based on the actual performance of the Company terminates during the entire Performance Period. Termination of employment during the Performance 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 9 will require forfeiture of this entire award, with no payment to the Participant8.

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 “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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122013; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122013, the Participant will be entitled to a prorated award based on the 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 December 31, 20122013, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122013; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122013, 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 9 will require forfeiture of this entire award, with no payment to the Participant.

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 “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) Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 20122014; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122014, the Participant will be entitled to a prorated award based on the 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 December 31, 20122014, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 20122014, based on the actual performance of the Company during the entire Performance Period; oror 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, 20122014, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of serviceservice (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 five ten (510) or more years of serviceservice (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 9 will require forfeiture of this entire award, with no payment to the Participant.