PNM 12.31.2014 EX 10.4.3




Exhibit 10.4.3            
SHAREWORKS
Template Type Group: Grant Agreement
Template Type: Grant Agreement Template
Template Name:  PNM Director RSA Grant Agreement
Language (s): English
Label: Agreement
HTML:
Acknowledgment Form




###GRANT_DATE###


###PARTICIPANT NAME###


Dear ###PARTICIPANT_ NAME###:


Pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the ‘Plan’), you have been granted a Restricted Stock Rights Award for ____ shares of stock of PNM Resources, Inc. as outlined below.


	
			
	 

	 
	 
	 

	Employee ID:
	_______________
	 

	Granted To:
	_______________


	 

	Grant ID:
	_______________


	 

	Grant Date:
	_______________


	 

	Granted:
	_______________


	 

	Grant Price:
	$0.0000
	 

	 
	 
	 

	Vesting Schedule:
	One-third per year for 3 years
### on 5/__/__
### on 5/__/__
### on 5/__/__






By my acceptance below, I hereby (1) acknowledge receipt of this Grant on the date shown above, which has been issued to me under the attached Terms and Conditions and the Plan, (2) acknowledge receipt of the copy of the Plan and the Terms and Conditions of this Grant, and (3) agree to conform to all of the attached Terms and Conditions of the Grant and the Plan.


[I ACCEPT/ACCEPTANCE BUTTON]









Terms and Conditions of Restricted Stock Rights Award to Non-Employee Directors


Pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan, you have been granted a Restricted Stock Rights Award for the number of shares specified on the Acknowledgment Form attached. The Acknowledgment Form and these Terms and Conditions are collectively referred to as the “Award Document.”


The Restricted Stock Rights Award is subject to all of the provisions set forth in the PNM Resources, Inc. 2014 Performance Equity Plan (the “Plan”) and this Award Document. Capitalized terms used in the Award Document that are not otherwise defined herein shall have the meanings given to such terms in the Plan.
	
		
	1.
	Vesting.




	
		
	(a)
	The Restricted Stock Rights Award shall vest in accordance with the vesting schedule on the Acknowledgment Form.




	
		
	(b)
	If you have a Termination of Service as a Nonemployee Director, any nonvested Restricted Stock Rights Award will vest pursuant to Section 9.4 of the Plan.




	
		
	2.
	Form and Timing of Delivery of Stock.




	
		
	(a)
	If the Restricted Stock Rights vest as described on the Acknowledgment Form, you will receive the Stock payable with respect to such vested Restricted Stock Rights Award within ninety (90) days following the dates on which the Restricted Stock Rights vest.




	
		
	(b)
	If any Restricted Stock Rights vest as described in Section 1(b), you will receive the Stock payable with respect to such Restricted Stock Rights within ninety (90) days following your Termination of Service.




	
		
	3.
	Dividend Equivalents. You will not be entitled to receive a dividend equivalent for any of the Restricted Stock Rights granted hereunder.




	
		
	4.
	Voting Rights. You will have no voting rights with respect to nonvested Restricted Stock Rights.




	
		
	5.
	Clawback. All or any portion of this Restricted Stock Rights Award is subject to recapture or “clawback” to the extent necessary to comply with Company policy or applicable law. By accepting this Award, you agree to be bound by, and comply with, the terms of any such recapture or clawback provisions and with any Company request or demand for a recapture or clawback.




	
		
	6.
	Waiver and Modification. The provisions of this Award Document may not be waived or modified unless such waiver or modification is in writing signed by the Company.








MANY OF THE PROVISIONS OF THIS AWARD DOCUMENT ARE SUMMARIES OF SIMILAR OR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THIS AWARD DOCUMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AWARD DOCUMENT, THE PLAN PROVISIONS SHALL CONTROL