exh10-1_073009pnmr.htm


    Exhibit
10.1

    


    


    July 28,
2009

    


    


    Patrick
T. Ortiz, Esq.

    1030
Stagecoach Road

    Santa Fe,
NM  87501

    


    Re:  2010
Retainer

    


    Dear
Pat:

    


    The
purpose of this letter is to memorialize our agreement on the terms of a fee
arrangement for legal services that you will provide to PNM Resources, Inc. and
its subsidiaries  (“Company”) in calendar year 2010.

    


    You will
provide legal services to Company during calendar year 2010 for the annual
retainer amount of $240,000.00, payable in equal monthly installments of
$20,000.00.  The monthly retainer payment typically will be made by
the 10th day of each month.  Retainer payments will not be paid prior
to the expiration of the revocation period described in the Release Agreement
that you will execute pursuant to the terms and provisions of your Executive
Transition Agreement.  As provided in the Executive Transition
Agreement, this Retainer Agreement will be void if the Release Agreement is not
signed in a timely manner, or if it is revoked.  Monthly retainer
payments that have been accrued but have not been paid pending execution of the
Release Agreement will be paid within five (5) business days after expiration of
the revocation period.

    


    If your
total services during 2010 exceed 1,200 hours, and Company’s General Counsel or
his/her designee authorizes additional services beyond 1,200 hours, Company will
pay you at the rate of $275 per hour for each authorized hour in excess of 1,200
hours.

    


    All of
the work performed pursuant to this Retainer Agreement will be performed by you
personally.

    


    Company
will pay gross receipts or similar taxes and actual costs for ancillary services
without mark-up in addition to the retainer amount, except that you will not
bill for routine photocopying, long distance telephone calls, facsimile charges,
secretarial services, word processing charges, fixed costs of computerized
research, first class air fare, publications, continuing education, office and
equipment costs and other items of overhead and internal operating
costs.  Costs for court reporters and consultants should be billed
directly to Company.

    


    The
retainer amount will cover all legal services provided to
Company.  The legal services provided to Company will primarily relate
to regulatory matters.  On occasion, you may be asked to perform other
services as well.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    You will
provide a monthly statement for services provided which will include detail
showing the amount of time worked on each individual legal matter and a brief
description of the work performed.  If travel time is devoted to
working for clients in addition to Company, the monthly statement will be
prorated for actual time devoted to Company matters.  Time away from
home or the office which is not in transit or spent performing legal services
for Company will not be included in notational bills.

    


    This
Retainer Agreement relates solely to legal services to be provided during
calendar year 2010.  A new Retainer Agreement may be entered into for
services in later years, in the discretion of the parties.

    


    As an
independent attorney, you are free to provide services to any other individual
or entity, subject to the Rules of Professional Conduct applicable to attorneys
licensed to practice law in the state of New Mexico.  You specifically
agree that you will consult with the Company’s General Counsel, prior to
accepting an engagement with another client, to assure that the positions you
will be taking as attorney for the other client are not adversarial to the
Company or otherwise in conflict with the Company’s interests.

    


    By
signing this Retainer Agreement, you also agree to abide by the Company’s
Outside Counsel Policy & Guidelines.

    


    In
providing services to Company pursuant to this Retainer Agreement, you will be
acting as an independent contractor, rather than as an employee of
Company.  Accordingly, you will assume full responsibility and
liability for any and all income tax withholding and employment taxes and you
agree to indemnify Company from any claim that it may have any obligation to
either withhold income taxes or pay employment taxes.

    


    If you
agree that this letter accurately represents our agreement, please acknowledge
by signing below.  We look forward to continuing to work with you in
2010.

    


    Sincerely,

    


    /s/  Jeffry
E. Sterba

    


    Jeffry E.
Sterba

    Chief
Executive Officer

    PNMR
Services Company

    


    


    AGREED:

    


      /s/ Patrick T.
Ortiz               


    Patrick
T. Ortiz