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Exhibit 10.14
Change in
Director Compensation
Non-employee
directors of PNM Resources, Inc. (the “Company”)
receive their annual retainer in the form of cash and stock-based
compensation as determined by the Company’s Board of
Directors. At the December 2008 Board meeting, the
Board approved increasing the 2009 annual retainer from the 2008
annual retainer reported in the Company’s 2008 Proxy
Statement by (1) increasing the amount of restricted stock rights
from 1,750 to 2,500 and decreasing the amount of options from 1,050
to 1,000; (2) increasing the non-audit chair fees from $4,000 to
$5,000; and (3) increasing the meeting attendance fees from $0 to
$1,750 per Board meeting and from $1,250 to $1,500 per Board
committee meeting. No changes were made to the annual
cash retainer of $35,000 or to the Annual Audit and Ethics
Committee Chair Fee of $10,000. Thus, the 2009 annual
retainer for non-employee directors is as follows:
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Annual
Retainer :
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$35,000, 1,000
stock options* and 2,500 restricted stock rights*
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Annual
Committee Chair Fee :
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$
5,000 paid in quarterly installments (in addition to meeting
attendance fee
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