Acknowledgement Form with attached Terms and Conditions for restricted stock rights granted to directors on and after

EX-10.59 2 pnmr12312023ex1059.htm EX-10.59 Document

Exhibit 10.59

Acknowledgement Form

Dear: Name of Director

Pursuant to the PNM Resources, Inc. 2023 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: $0.000000

[1] Vesting Schedule: 1 year cliff

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.

[1] Vested Restricted Stock Rights will be delivered in accordance with any elections made under the Director Deferred Rights Program, provided that if vesting or any applicable deferred delivery dates occur during a blackout period, the vested shares will be delivered at a later date after such blackout period ends.

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

Pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (“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 Plan and this Award Document. The Restricted Stock Rights Award is also subject to the provisions set forth in the PNM Resources, Inc. Director Deferred Restricted Stock Rights Program (“Deferral Program”) if you chose to defer your Restricted Stock Rights Award.

Capitalized terms used in the Award Document that are not otherwise defined herein shall have the meanings given to such terms in the Plan or the Deferral Program.

1.Vesting.

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

(b)If you have a Termination of Service due to death, Disability, Retirement, or Change in Control, any unvested Restricted Stock Rights shall become 100% vested in accordance with the applicable provisions of the Plan.

(c)If you have a Termination of Service for any reason other than those set forth in Section 1(b), the Restricted Stock Rights, if not previously vested, shall be cancelled and forfeited immediately.

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.

(c)Notwithstanding the foregoing Sections 2(a) and 2(b), if you elected to participate in the Deferral Program, you will be paid in accordance with your elections and the terms of the Deferral Program.

(d)The delivery of the Restricted Stock Rights may be delayed to the extent necessary to comply with Federal securities laws or other applicable law.

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

dividend equivalents, if any, on any Restricted Stock Rights that you deferred pursuant to the Deferral Program.

4.Voting Rights. You will have no voting rights with respect to nonvested Restricted Stock Rights. You also will have no voting rights with respect to any Restricted Stock Rights that you deferred pursuant to the Deferral Program.

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 OR THE DEFERRAL PROGRAM. TO THE EXTENT THIS AWARD DOCUMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AWARD DOCUMENT OR THE DEFERRAL PROGRAM AND THIS AWARD DOCUMENT, THE PROVISIONS OF THE PLAN OR THE DEFERRAL PROGRAM SHALL CONTROL.