STOCK OPTION AWARD
AGREEMENT
PNM RESOURCES,
INC.
SECOND AMENDED AND
RESTATED
OMNIBUS PERFORMANCE EQUITY
PLAN
PNM Resources, Inc., a New Mexico corporation
(“PNM” or the “Company”), hereby awards to
«First» «Last» (the
“Optionee”), an employee of the Company and a
Participant in the PNM Resources, Inc. Second Amended and Restated
Omnibus Performance Equity Plan (the “Plan”), as it may
be amended, a non-qualified stock option (“Option” or
“Options”) to purchase up to, but not to exceed in the
aggregate «Total_Stock_Options» shares of common
stock of the Company (“Stock”), at an Exercise Price of
$xx.xx per share, subject to the terms and conditions
set forth in this Stock Option Award Agreement (the
“Agreement”). The grant is given effective
as of the ____ day of ________, 20__ (the “Grant
Date”).
Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings given to such
terms in the Plan.
1. Grant
. This Option is granted pursuant to the Plan, the terms
of which are hereby incorporated by reference.
(a) Except
as set forth herein below, these Options 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,
an additional 34%; and (iii) on the third anniversary of the Grant
Date, the final 33%.
(b) Upon
the Optionee’s Termination of Employment with the Company due
to death, Disability, Retirement, Impaction or a Change in Control,
all nonvested Options shall become 100% vested as described in the
applicable provisions of the Plan.
(c) Upon
the Optionee’s involuntary or voluntary Termination of
Employment with the Company for reasons other than those set forth
in Subparagraph (b) above, the Option, if not previously vested,
shall be canceled and forfeited.
(d) Upon
the Optionee’s Termination of Employment with the Company for
Cause, all Options (vested and nonvested) shall be terminated and
forfeited immediately.
(a)
Timing of Exercise . Generally, the vested
Options shall be exercisable at any time following the vesting
thereof, on or before the earlier of (i) three (3) months following
the Optionee’s voluntary or involuntary Termination of
Employment for reasons other than Impaction or Cause; (ii) three
(3) years following the Optionee’s Termination of Employment
due to death, Disability, Retirement, Impaction or Change In
Control of the Company; or (iii) the tenth (10
th ) anniversary date of the Grant Date of the
Options. The time period during which Optionee may
exercise any Option will not be extended for any reason. The
Company does not represent or guarantee that the Options granted
hereunder will actually be exercisable throughout
the exercise
period. Factors that could affect the exercisability of
the Options or the Optionee’s desire to exercise the Options
include, but are not limited to, the price of Company Stock
remaining below the exercise price for any Option, black-out
periods that preclude the sale of Stock acquired through the
exercise of any Option or that may preclude the exercise of any
Option, or lapse of the exercise period.
Optionee is responsible for ascertaining the
times and conditions applicable to the exercise of each Grant of
Options awarded under the Plan.
(b)
Time and Method of Payment . The Options shall be
exercised by the Optionee giving written notice to the Company of
his or her intent to exercise the Options, along with the tendering
of cash in full payment of the Exercise Price of the Options being
exercised, times the number of such Options being
exercised. Alternatively, in lieu of cash, the Exercise
Price may be paid, in full or in part by the Optionee, by delivery
to the Company (through actual tender or by attestation), of Stock
of the Company owned by the Optionee for more than six
months. The amount credited against the Exercise Price
for Stock being assigned and delivered to the Company shall equal
the Fair Market Value of the Stock on the date of transfer times
the number of shares being assigned and delivered. In
addition, the Exercise Price for any Option may be paid through (i)
a broker-assisted “cashless exercise” arrangement by
the Optionee’s delivery of written notice to the Company of
his or her intent to exercise the Options together with irrevocable
instructions to the broker to promptly deliver to the Company the
amount of the sale or loan proceeds that is equal to the Exercise
Price; or (ii) any other method permitted by the Committee, in its
discretion. For Optionees subject to Section 16 of
the Exchange Act and key employees as specified in the Insider
Trading Policy, pre-clearance for sales of stock (including a
broker-assisted “ca
