8-KMaterial AgreementsExhibits & Filings

AMEREN CORP 8-K Report, Material Agreement (Sep 24, 2004)

Filed September 24, 2004For Securities:AEE

Summary

This 8-K filing from Ameren Corp. (AEE) on September 24, 2004, announces the effectiveness of a separation and release agreement with Garry L. Randolph, Senior Vice President and Chief Nuclear Officer. The agreement details Mr. Randolph's retirement, effective December 31, 2004, and outlines the financial and benefit-related provisions he will receive during his transition and post-retirement. Key components of the agreement include a $350,000 consulting fee for one year, continued vesting of restricted stock awards, extended stock option exercise rights for 36 months, career transition services, life insurance conversion rights, and eligibility for the retiree medical plan. Notably, Mr. Randolph will not receive an annual bonus for 2004. This agreement signifies a change in senior leadership within Ameren's nuclear operations and provides a structured departure for Mr. Randolph.

Key Highlights

  • 1Ameren Corp. formalized a separation and release agreement with Senior Vice President Garry L. Randolph, effective September 24, 2004.
  • 2Mr. Randolph's retirement from all his positions across Ameren's subsidiaries is scheduled for December 31, 2004.
  • 3The agreement includes a $350,000 consulting fee to be paid over one year (January 1, 2005 - December 31, 2005) for services rendered.
  • 4Mr. Randolph will continue to vest in restricted stock awards as if employment had continued.
  • 5He retains the right to exercise outstanding stock options for 36 months post-retirement.
  • 6The agreement provides for career transition services and continued participation in the retiree medical plan.
  • 7Mr. Randolph will not be eligible for the 2004 Executive Incentive Plan annual bonus.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the effectiveness of a material definitive agreement, specifically a separation and release agreement between Ameren Corp. and its Senior Vice President, Garry L. Randolph, detailing his retirement and associated compensation and benefits.

In the short term, Ameren will incur a $350,000 payment for consulting services over a year, which begins after Mr. Randolph's retirement. Other financial impacts relate to continued vesting of stock awards and extended option exercise periods, which represent potential future equity dilution rather than immediate cash outflows.

Yes, investors should note the provision of senior executive level career transition services and continued eligibility for the retiree medical plan. These are benefits provided to Mr. Randolph as part of his departure package.

The agreement explicitly states that Mr. Randolph will not receive an annual bonus under Ameren Corporation's 2004 Executive Incentive Plan as part of this separation agreement.