RESTRICTED STOCK RIGHTS
AWARD AGREEMENT
PNM RESOURCES,
INC.
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.
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 ______, 2007 (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
«Restricted_Stock_Rights_» 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) on the first
anniversary of the Grant Date, 33%; (ii) on the second anniversary
of the Grant Date, 67%; and (ii) on the third anniversary of the
Grant Date, 100%.
(b) Upon (i) the death, Disability, Retirement or
Impaction of the Grantee, (ii) a Change in Control of the Company,
or (iii) events resulting in full vesting as otherwise described in
Section 13.1 of the Plan, nonvested Restricted Stock Rights shall
vest as described in Section 13.1(a)(ii) of the Plan.
(c) Upon the involuntary or voluntary termination
of employment of Grantee 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 termination of employment with the Company
for Cause, all nonvested Restricted Stock Rights shall be
terminated and forfeited immediately.
3.
Form and Timing of Delivery of
Certificate . Within an
administratively reasonable period of time following the lapse of
restrictions and after satisfaction of all applicable withholding
requirements, the Grantee shall receive a stock certificate
evidencing Grantee’s ownership of the shares.
4.
Adjustments
. Neither the existence of the Plan
nor this 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 its business; or any merger or
consolidation of the Company; or the dissolution or liquidation of
the Company; or any sale or transfer of all or any part of its
assets or business; or any corporate act or proceeding, whether of
a similar character or otherwise; all of which, and the resulting
adjustments in, or impact on, the Award are more fully defined in
Section 5.3 of the Plan.
5.
Withholding and
Deductions . The Company
shall have the right to deduct from any payments made by the
Company to the Grantee, any federal, state or local taxes of any
kind as are required by law to be withheld with respect to the
Restricted Stock Rights granted hereunder. The Company also shall
have the right to take such other actions as may be necessary in
the opinion of the Company to satisfy all obligations for
withholding and payment of such taxes, including, in its sole
discretion, and subject to the provisions of applicable law and to
any conditions the Committee may determine to be necessary in order
to comply with all app
