EX-10.3 4 txnm9302024ex103.htm EX-10.3
SECOND AMENDMENT
TO THE
PNM RESOURCES, INC.
2023 LONG-TERM INCENTIVE PLAN
PNM Resources, Inc. previously adopted the 2023 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2014 Performance Equity Plan (the “PEP”). The Plan has been amended on one prior occasion. PNM Resources, Inc. was subsequently renamed as TXNM Energy, Inc. (the “Company”). By this instrument, the Company desires to amend the Plan as set forth below.
1.This Second Amendment shall be effective as of the date executed below.
2.The first sentence of the first bullet point of Introduction of the Plan is hereby amended by replacing “PNM Resources, Inc.” with “TXNM Energy, Inc.”
3.Attachment B to the Plan is hereby amended and restated to read as attached as Exhibit 1 hereto.
4.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2 hereto.
5.The first sentence of Attachment D to the Plan is hereby amended by replacing “PNM Resources, Inc.” with “TXNM Energy, Inc.,” except with respect to the reference to the PNM Resources, Inc. 2014 Performance Equity Plan.
6.This Second Amendment amends only the provisions of the Plan as noted above, and those provisions not expressly amended shall be considered in full force and effect. Notwithstanding the foregoing, this Second Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Second Amendment.

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IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed by its duly authorized representative on this 12 th day of September , 2024.
TXNM ENERGY, INC.
By: /s/ Patricia K. Collawn
Patricia K. Collawn
Its: Chief Executive Officer
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Exhibit 1
ATTACHMENT B
Performance Share Award Opportunity Table

Officer Level | Threshold Award | Target Award | Maximum Award
CEO | Performance Shares = 101.5% of base salary | Performance Shares = 203% of base salary | Performance Shares = 406% of base salary
President and COO | Performance Shares = 57.75% of base salary | Performance Shares = 115.5% of base salary | Performance Shares = 231% of base salary
General Counsel, Senior Vice President Regulatory and Public Policy | Performance Shares = 47.25% of base salary | Performance Shares = 94.5% of base salary | Performance Shares = 189% of base salary
All other SVPs | Performance Shares = 29.75% of base salary | Performance Shares = 59.5% of base salary | Performance Shares = 119% of base salary
VP | Performance Shares = 19.25% of base salary | Performance Shares = 38.5% of base salary | Performance Shares = 77% of base salary

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Exhibit 2
ATTACHMENT C
Time-Vested Restricted Stock Rights Award Opportunity Table

Officer Level | Award
CEO | Restricted Stock Rights = 87% of base salary
President and COO | Restricted Stock Rights = 49.5% of base salary
General Counsel, Senior Vice President Regulatory and Public Policy | Restricted Stock Rights = 40.5% of base salary
All other SVPs | Restricted Stock Rights = 25.5% of base salary
VP | Restricted Stock Rights = 16.5% of base salary

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