Exhibit
10.5
LONG-TERM PERFORMANCE CASH PROGRAM
PNM Resources,
Inc. (the “Company”) has adopted the PNM Resources,
Inc. Long-Term Performance Cash Plan (the “Plan”).
Under the Plan, the Board Governance and Human Resources Committee
1 (the “Committee”) of the Company’s
Board of Directors has the power to issue Performance Cash awards
(the “Awards”) to eligible participants. The Plan sets
forth the general guidelines pursuant to which Performance Cash
will be awarded.
The following
describes the objectives of the Program, its various elements, and
how the Program is intended to function.
Through grants
of Awards, the Program is designed to motivate and retain
participants by rewarding them for their contributions towards the
Company’s achievement of superior financial performance
measured by comparison to an industry index.
The Program is
effective for the period from January 1, 2004 until the performance
period ending December 31, 2010 or until the Committee so
designates, whichever is earlier. The Committee reserves the right
to adjust, amend or suspend the Program in its
discretion.
The Program
will be administered by the Committee. The Committee will have the
sole authority and discretion to interpret the Program, approve
Awards and perform all other duties necessary to administer the
Program. The Committee’s interpretation of the Program, any
Awards granted under the Program, any Agreement issued under the
Program, and all decisions and determinations by the Committee with
respect to the Program are final, binding, and conclusive on all
parties.
As a general
matter, all Officers of the Company and its affiliates shall
participate the Program, but the Committee retains discretion to
select eligible participants from among employees of the Company
and its affiliates.
1
Now known as the Human Resources and Compensation
Committee
Awards may be
issued to participants when the Company’s Total Shareholder
Return (TSR) is at the 40 th percentile or above of
companies in the S&P Midcap 400 Utility Index for each
Performance Period. A target award is set for each participant
level (the “Target”). Participants may earn a minimum
of 0% to a maximum of 200% of the Target award.
Award amounts
are based on the Company’s TSR performance relative to
companies in the S&P Midcap 400 Utility Index for each
Performance Period. Results will be interpolated between the
established targets below to reward for incremental performance.
The Target Award for each award level are as follows: