exh10-8_052609.htm


    
 

    
      Exhibit
10.8



    RESTRICTED
STOCK RIGHTS AWARD AGREEMENT

    PNM
RESOURCES, INC.

    SECOND
AMENDED AND RESTATED

    OMNIBUS
PERFORMANCE EQUITY PLAN

    


    PNM
Resources, Inc., a New Mexico corporation, (“PNMR” or the “Company”) hereby
awards to «First» «Last», (the “Grantee”), a
Participant in the PNM Resources, Inc. Second Amended and Restated Omnibus
Performance Equity Plan (the “Plan”), as it may be amended, a Restricted Stock
Rights Award (the “Award”) for the number of shares of common stock of the
Company (“Stock”) noted below.  The grant is made effective as of the
____ day of ________, 2009 (the “Grant Date”).

     

    Capitalized
terms used in this Restricted Stock Rights Award Agreement (the “Agreement”) and
not otherwise defined herein shall have the meanings given to such terms in the
Plan.

     

    1.    
Grant.  Grantee
is hereby granted a Restricted Stock Rights Award for «Total_Restricted_Stock» shares of
Stock.  This Award is granted pursuant to the Plan, the terms of which
are hereby incorporated by reference.

     

    2.    
Vesting.

     

    (a)           Except
as set forth below, these Restricted Stock Rights shall vest in the following
manner:  (i) 33% of the Restricted Stock Rights will vest on the first
anniversary of the Grant Date; (ii) an additional 34% of the Restricted Stock
Rights will vest on the second anniversary of the Grant Date; and (iii) the
final 33% of the Restricted Stock Rights will vest on the third anniversary of
the Grant Date.

     

    (b)           Upon
Grantee’s Separation from Service due to death, Disability, Retirement,
Impaction or Change in Control, nonvested Restricted Stock Rights shall become
100% vested in accordance with the applicable provisions of the
Plan.

     

    (c)           Upon
Grantee’s involuntary or voluntary Separation from Service for any reason other
than those set forth in Subparagraph (b) above, the Restricted Stock Rights, if
not previously vested, shall be canceled and forfeited immediately.

     

    (d)           Upon
Grantee’s Separation from Service for Cause, all nonvested Restricted Stock
Rights shall be terminated and forfeited immediately.

     

    3.    
Form and
Timing of Delivery of Certificate.

     

    (a)           If
any Restricted Stock Rights granted hereunder vest as described in Section 2(a),
the Grantee will receive the Stock payable with respect to such vested
Restricted Stock Rights within ninety (90) days following the dates on which the
Restricted Stock Rights vest.

     

    (b)           If
any Restricted Stock Rights granted hereunder vest as described in Section 2(b),
the Grantee will receive the Stock payable with respect to such Restricted Stock
Rights within ninety (90) days following the date of the Grantee’s Separation
from Service.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)  The
Restricted Stock Rights granted hereunder are subject to the requirements of
Section 409A of the Code.  Accordingly, the restrictions described in
Section 20.3 of the Plan apply to the Restricted Stock Rights.  In
addition, if the Grantee is a Specified Employee at the time of the Grantee’s
Separation from Service, the six (6) month delay in payments to a Specified
Employee upon a Separation from Service (described in Section 20.3 of the Plan)
applies.

     

    4.    
Adjustments.
Neither the existence of the Plan nor the Award shall affect, in any way, the
right or power of the Company to make or authorize: any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company’s capital
structure or its business; or any merger or consolidation of the Company; or any
corporate act or proceeding, whether of a similar character or otherwise; all of
which, and the resulting adjustments in, or impact on, the Award are more fully
described in Section 5.3 of the Plan.

     

    5.    
Withholding
and Deductions.  The Company shall have the right to deduct
from any payments made by the Company to Grantee, or to require that the Grantee
remit to the Company, an amount sufficient to satisfy any federal, state or
local taxes of any kind as are required by law to be withheld with respect to
the delivery of shares of Stock as payment for the Restricted Stock Rights
granted hereunder.  The Company also shall have the right to take such
other actions as may be necessary in the opinion of the Company to satisfy all
obligations for withholding and payment of such taxes.  The Company
may, in its sole discretion, permit the Grantee to elect to satisfy the minimum
statutory tax withholding obligation which may arise in connection with the
Restricted Stock Rights by requesting that the Company withhold shares of Stock
having a Fair Market Value on the date of withholding equal to the amount of the
minimum statutory tax withholding.  Any such election shall be subject
to the provisions of applicable law and to any conditions the Committee may
determine to be necessary in order to comply with all applicable conditions of
Rule 16b-3 or its successors under the Exchange Act.

     

    6.    
Dividend
Equivalents.  The Grantee will not be entitled to receive a
dividend equivalent for any of the Restricted Stock Rights granted
hereunder.

     

    7.    
Compliance
with Exchange Act.  If the Grantee is subject to Section 16 of
the Exchange Act, Restricted Stock Rights granted pursuant to this Award are
intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act.

     

    8.    
Non-Assignability.  The
Award and Grantee’s rights under this Agreement shall not be transferable other
than by will or by the laws of descent and distribution.  The
Restricted Stock Rights are otherwise non-assignable.  (See Section 14
of the Plan).  The terms hereof shall be binding on the executors,
administrators, heirs and successors of the Grantee.

     

    9.    
Voting
Rights.  During the Restricted Period, the Grantee will have no
voting rights with respect to nonvested Restricted Stock Rights.

     

    10.   Grantee
Representation.  As a condition to the receipt of any shares of
Stock hereunder, the Company may require a representation from the Grantee that
the Stock is being acquired only for investment purposes and without any present
intention to sell or distribute such shares.

     

    
      
         

      

      
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    11.  
Employment
Agreement.  Notwithstanding anything to the contrary contained
in this Agreement, (a) neither the Plan nor this Agreement is intended to create
an express or implied contract of employment for a specified term between the
Grantee and the Company and (b) unless otherwise expressed or provided, in
writing, by an authorized officer, the employment relationship between the
Grantee and the Company shall be defined as “employment at will” wherein either
party, without prior notice, may terminate the relationship with or without
cause.

     

    12.  
Regulatory
Approvals and Listing.  The Company shall not be required to
issue any certificate for shares of Stock upon the vesting of Restricted Stock
Rights granted under this Agreement prior to satisfying any regulatory approval,
registration, qualification or other requirements of the Securities and Exchange
Commission, the Internal Revenue Service or any other governmental agency which
the Committee, in its sole discretion, shall determine to be necessary or
advisable.  (See Section 20.1 of the Plan).

     

    13.  
Administration.  This
Agreement shall at all times be subject to the terms and conditions of the Plan
and the Plan shall in all respects be administered by the Committee in
accordance with the terms of and as provided in the Plan.  The
Committee shall have the sole and complete discretion with respect to the
interpretation of this Agreement and the Plan, and all matters reserved to it by
the Plan.  The decisions of the majority of the Committee with respect
thereto and to this Agreement shall be final and binding upon Grantee and the
Company.  In the event of any conflict between the terms and
conditions of this Agreement and the Plan, the provisions of the Plan shall
control.

     

    14.  
Waiver
and Modification.  The provisions of this Agreement may not be
waived or modified unless such waiver or modification is in writing signed by
the Company.

     

    15.  
Validity
and Construction. The validity and construction of this Award shall be
governed by the laws of the State of New Mexico.

     

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

     

    IN
WITNESS WHEREOF, the Company has caused this Restricted Stock Rights Award
Agreement to be executed on _________ ____, 2009, by its duly authorized
representative.

     

    PNM
RESOURCES, INC.

    


    


    


    By                                                                                

          Alice A.
Cobb

          Senior
Vice President and

          Chief
Administrative Officer


    
      
        
           

        

         


      

      
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