Exhibit 10.83
Retention Plan Document
October 7, 2003
PRIVILEGED AND CONFIDENTIAL
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Mr. Jeffry E. Sterba
Chief Executive Officer
PNM Resources, Inc.
Alvarado Square, MS-3101
Albuquerque, NM 87158
Re: Retention Bonus Agreement
Dear Jeff:
In order to secure your continued commitment, we have decided to
provide you with an incentive bonus (the "Retention Bonus"), which is designed
to encourage you to remain a part of the PNM Resources, Inc. (the "Company") for
many years to come. The Retention Bonus has the following terms and conditions:
1. Amount of Bonus
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The amount of the Retention Bonus will be the sum of $1,600,000 plus
any amounts forfeited pursuant to the PNM Resources, Inc. Executive Savings
Plan. The Retention Bonus will be paid out of the Company's general assets. It
will not be held in trust or in a separate account. You will not receive any
interest on this amount.
2. Conditions
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You will be eligible to receive the Retention Bonus if you continuously
work for the Company as Chief Executive Officer ("CEO") from the date of this
Agreement until the end of the calendar year in which you attain age 55, or upon
your death or "Disability," if earlier.
Jeffry E. Sterba
October 7, 2003
Page 2
3. Early Termination
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Although your continuous employment is a condition that must be
satisfied in order to receive the Retention Bonus, the Company also must reserve
the right to terminate your employment or alter your responsibilities at any
time and for any or no reason, subject to any other contractual commitments of
the Company to you. With that in mind, we have decided to provide you with the
Retention Bonus even if, prior to the end of the calendar year in which you
attain age 55, you are terminated by the Company without "Cause" or if you
terminate under circumstances that constitute "Constructive Termination."
4. Definitions
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The terms "Cause," "Constructive Termination" and "Disability" have the
same meaning as set forth in the PNM Resources, Inc. Officer Retention Plan, as
amended from time to time. Please let us know if you need a copy of that Plan.
5. Payment of Bonus
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Payment of the Retention Bonus will be made to you in two equal
installments. The first installment will be paid to you at the end of the
calendar year in which you attain age 55. The second installment will be paid to
on the first anniversary of the date that the first installment payment was
made. You may change the dates on which these payments are made provided that
the company agrees in writing to such change.
6. Beneficiary Designation
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In the event of your death, payment of the Retention Bonus (or the
remaining installment if the first installment has been paid) will be made to
your estate. If you prefer, you may designate a beneficiary to receive the
Retention Bonus. The designation must be signed, notarized and delivered to the
Company prior to your death.
You may also change a beneficiary designation. To do so, simply follow
the same procedures for submitting the initial designation.
7. Applicable Law
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The laws of the state of New Mexico shall govern the validity,
interpretation, construction and performance of this Agreement.
Jeffry E. Sterba
October 7, 2003
Page 3
8. Arbitration
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Any controversy or claim arising out of or relating to this Agreement
shall be settled by mediation, and if mediation is unsuccessful binding
arbitration, by a single mediator or arbitrator conducted in accordance with the
then current rules of the American Arbitration Association, strictly in
accordance with the terms of this Agreement and the substantive law of the State
of New Mexico. The mediation and arbitration shall be held at a time and place
agreed to by you and the Company, or at a time and place determined by the
mediator or arbitrator in the absence of an agreement. The judgment and award
rendered by the arbitrator may be entered and enforced in any court of competent
jurisdiction.
9. Modification
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No provision of this Retention Bonus Agreement may be modified or
amended unless agreed to in writing by both parties.
If you are in agreement with these terms, please so indicate by signing
and returning to me the enclosed copy of this letter, which will constitute our
binding agreement.
Very truly yours,
PNM RESOURCES, INC.
By: /s/ Robert M. Price
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Robert M. Price, Chairman of the Board
Governance and Human Resources Committee
Agreed:
/s/ Jeffry Sterba 10/31/03
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Jeffry E. Sterba Date