RESTRICTED STOCK RIGHTS AWARD
AGREEMENT
PNM RESOURCES,
INC.
SECOND AMENDED AND
RESTATED
OMNIBUS PERFORMANCE EQUITY
PLAN
PNM Resources, Inc., a New Mexico corporation,
(“PNMR” or the “Company”) hereby awards to
«First» «Last» , (the
“Grantee”), a Participant in the PNM Resources, Inc.
Second Amended and Restated Omnibus Performance Equity Plan (the
“Plan”), as it may be amended, a Restricted Stock
Rights Award (the “Award”) for the number of shares of
common stock of the Company (“Stock”) noted
below. The grant is made effective as of the ____ day of
________, 2009 (the “Grant Date”).
Capitalized terms used in this Restricted Stock
Rights Award Agreement (the “Agreement”) and not
otherwise defined herein shall have the meanings given to such
terms in the Plan.
1.
Grant . Grantee is hereby granted a
Restricted Stock Rights Award for
«Total_Restricted_Stock» shares of
Stock. This Award is granted pursuant to the Plan, the
terms of which are hereby incorporated by reference.
(a) Except
as set forth below, these Restricted Stock Rights shall vest in the
following manner: (i) 33% of the Restricted Stock Rights
will vest on the first anniversary of the Grant Date; (ii) an
additional 34% of the Restricted Stock Rights will vest on the
second anniversary of the Grant Date; and (iii) the final 33% of
the Restricted Stock Rights will vest on the third anniversary of
the Grant Date.
(b) Upon
Grantee’s Separation from Service due to death, Disability,
Retirement, Impaction or Change in Control, nonvested Restricted
Stock Rights shall become 100% vested in accordance with the
applicable provisions of the Plan.
(c) Upon
Grantee’s involuntary or voluntary Separation from Service
for any reason other than those set forth in Subparagraph (b)
above, the Restricted Stock Rights, if not previously vested, shall
be canceled and forfeited immediately.
(d) Upon
Grantee’s Separation from Service for Cause, all nonvested
Restricted Stock Rights shall be terminated and forfeited
immediately.
3. Form and Timing of
Delivery of Certificate .
(a) If
any Restricted Stock Rights granted hereunder vest as described in
Section 2(a), the Grantee will receive the Stock payable with
respect to such vested Restricted Stock Rights within ninety (90)
days following the dates on which the Restricted Stock Rights
vest.
(b) If
any Restricted Stock Rights granted hereunder vest as described in
Section 2(b), the Grantee will receive the Stock payable with
respect to such Restricted Stock Rights within ninety (90) days
following the date of the Grantee’s Separation from
Service.
(c) The Restricted Stock Rights
granted hereunder are subject to the requirements of Section 409A
of the Code. Accordingly, the restrictions described in
Section 20.3 of the Plan apply to the Restricted Stock
Rights. In addition, if the Grantee is a Specified
Employee at the time of the Grantee’s Separation from
Service, the six (6) month delay in payments to a Specified
Employee upon a Separation from Service (described in Section 20.3
of the Plan) applies.
4.
Adjustments .
Neither the existence of the Plan nor the Award shall affect, in
any way, the right or power of the Company to make or authorize:
any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company’s capital structure or
it
