RESTRICTED STOCK RIGHTS AWARD AGREEMENT PNM RESOURCES, INC. OMNIBUS PERFORMANCE EQUITY PLAN
Exhibit
10.3
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 ___ day of ______, 2007 (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
(i)
the death, Disability, Retirement or Impaction of the Grantee, (ii) a Change
in
Control of the Company, or (iii) events resulting in full vesting as otherwise
described in Section 13.1 of the Plan, nonvested Restricted Stock Rights shall
vest as described in Section 13.1(a)(ii) of the Plan.
(c) Upon
the
involuntary or voluntary termination of employment of Grantee 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
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.
The
Company shall have the right to deduct from any payments made by the Company
to
the Grantee, any federal, state or local taxes of any kind as are required
by
law to be withheld with respect to 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, including, in its sole discretion, and
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, to permit the Grantee,
at the Grantee’s election, to satisfy, in whole or in part, any 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
of the Stock equal to the amount of the income tax withholding. Any shares
of
Stock deliverable to the Grantee under the terms of this Agreement also are
subject to offset by the Company, and the Grantee hereby authorizes such offset,
to liquidate and reduce any outstanding debt or unpaid sums owed by the Grantee
to the Company or its successor.
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 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.
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.
2
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 20.1
of
the Plan).
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 ______________, 2007.
PNM
RESOURCES, INC.
By
XXXXXX
X. XXXXXX
Chairman,
President and Chief Executive Officer
3
ACKNOWLEDGMENT
BY GRANTEE
By
signing below, the Grantee acknowledges receipt of a copy of the Restricted
Stock Rights Award Agreement dated ___________ ___, 2007 and the Plan and
further acknowledges that the Restricted Stock Rights granted under the terms
of
the Award Agreement are governed by the terms and conditions of the Plan and
the
Award Agreement.
_________________________________________
(Name
of
Grantee)
_________________________________________
(Signature
of Grantee
4
