Exhibit 10.24


    
      

    

    EXHIBIT
      10.24

    


    RESTRICTED
      STOCK RIGHTS AWARD AGREEMENT

    PNM
      RESOURCES, INC.

    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. 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 13th day of February,
      20066
      (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 «Restricted_Stock_Rights_»
      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)
      on
      the
      first
      anniversary of the Grant Date, 33%; (ii)
      on
      the
      second anniversary of the Grant Date, 67%;
      and
      (ii)
      on
      the
      third
      anniversary of the Grant Date, 100%.

     

    (b) Upon
      the
      termination of the Grantee’s employment due to death, Disability, Retirement, or
      Impaction, the Grantee’s nonvested Restricted Stock Rights shall vest as
      described in Section 13.1(a)(ii) of the Plan.

     

    (c) Upon
      a
      Change in Control, the Grantee’s nonvested Restricted Stock Rights shall fully
      vest.

     

    (d) Upon
      the
      involuntary or voluntary termination of employment of Grantee for any reason
      other than those set forth in Subparagraphs (b) and (c) above, the Restricted
      Stock Rights, if not previously vested, shall be canceled and forfeited
      immediately.

     

    (e) Upon
      termination of employment with the Company for Cause, all nonvested Restricted
      Stock Rights shall be terminated and forfeited immediately.

     

    3.  Form
      and Timing of Delivery of Certificate.
      Within
      an administratively reasonable period of time following the lapse of
      restrictions and after satisfaction of all applicable withholding requirements,
      the Grantee shall receive a stock certificate evidencing Grantee’s ownership of
      the shares.

     

    4.  Adjustments.
      Neither
      the existence of the Plan nor this 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 the dissolution or liquidation
      of the Company; or any sale or transfer of all or any part of its assets or
      business; 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 defined in Section 5.3 of the Plan.

     

    5.  Withholding
      and Deductions.
      In
      accordance with Sections 17.1 and 17.2 of the Plan, the Company may
      withhold, or require Grantee to remit to the Company, an amount sufficient
      to
      satisfy any federal, state or local withholding tax requirements.

     

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

     

    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 13 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.

     

    11.  Tax
      Issues.
      Pursuant to Section 83 of the Internal Revenue Code of 1986 (the “Code”)
      the value of the shares of Stock received by Grantee will be taxed as ordinary
      income as of the date the restrictions lapse (i.e.,
      as they
      vest). Grantee understands that Grantee may elect to be taxed as of the Grant
      Date, rather than as the Restricted Stock Rights vest, by filing an election
      under Section 83(b) of the Code with the Internal Revenue Service within 30
      days of the Grant Date. The Grantee acknowledges that Grantee should consult
      a
      tax advisor regarding the consequences of this Award and whether or not to
      file
      an election under Section 83(b) of the Code. The Grantee also acknowledges
      that
      the dividend equivalents represent taxable compensation income and are subject
      to applicable withholding and employment taxes.

     

    12.  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.

     

    13.  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 19.1
      of
      the Plan). 

     

    
      
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    14.  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

     

    15.  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. 

     

    16.  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, effective as of February 13, 20066.

     

    PNM
      RESOURCES, INC. 

     

    By : /s/
      JEFFRY
      E. STERBA   

      JEFFRY
      E. STERBA

      Chairman,
      President
      and Chief Executive Officer

    


    ________________________________

    Grantee

    
       

    

                                    
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