exh10-14_123108.htm


    


    


     

    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:

     

    
      	
              Annual
      Retainer:

            	 
      	
              $35,000,
      1,000 stock options* and 2,500 restricted stock rights*

            
	 
      	 
      	 
      
	
              Annual Committee Chair
      Fee:

            	 
      	
              $ 
      5,000 paid in quarterly installments (in addition to meeting
      attendance fees), except that the Annual Audit and Ethics Committee Chair
      Fee is $10,000

            
	 
      	 
      	 
      
	
              Attendance
      Fees:

              (no
      attendance fee for teleconference meetings less than 1 hour in
      duration)

            	 
      	
              $    1,750  per
      Board meeting

              $    1,500
      per Board Committee meeting

            


    

     

    * Stock
options and restricted stock rights granted under the Company’s Omnibus
Performance Equity Plan (“PEP”) each vest in three equal annual installments
beginning on the first anniversary of the grant date.  These awards
are typically made at the annual meeting of directors, unless the meeting occurs
during a black-out period for trading in the Company’s securities as specified
in the Company’s Insider Trading Policy.  As set forth under the
Company’s Stock Option Grant Policy, under those circumstances, the Board will
either (a) schedule a special meeting after the expiration of the black-out
period, (b) make awards pursuant to a unanimous written consent executed after
the expiration of the black-out period, or (c) pre-approve the equity awards
with an effective date after the expiration of the black-out
period.  The date of the awards is the date on which the Board
approves the awards, unless (i) the approval date is a non-trading day, in which
case the date is the immediately preceding trading date or (ii) in the case of
pre-approval during a black-out period, in which case the grant date is the
first trading date after the expiration of the black-out period.  The
exercise price of the stock option is equal to the closing price of the common
stock on the New York Stock Exchange on the date of the
grant.   The PEP prohibits option re-pricing.

     

     

    Directors
are also reimbursed for any Board-related expenses.