EX-10.59 6 txnm12312024ex1059.htm EX-10.59
THIRD AMENDMENT
TO THE
TXNM ENERGY, 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 Plan has been amended on two prior occasions. Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”) and the Plan has been renamed to the TXNM Energy, Inc. 2023 Long-Term Incentive Plan. By this instrument, the Company desires to amend the Plan as set forth below.
1.This Third Amendment shall be effective as of December 3, 2024.
2.Attachment B to the Plan is hereby amended and restated to read as attached as Exhibit 1 hereto.
3.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2 hereto.
4.This Third 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 Third Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Third Amendment.
IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed by its duly authorized representative on this 18 day of December, 2024.
TXNM ENERGY, INC.
By: /s/ Brian G. Iverson
Brian G. Iverson
General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary

4915-2195-5331.3

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 for the period beginning January 1, 2025 | Performance Shares = 78.75% of base salary | Performance Shares = 157.5% of base salary | Performance Shares = 315% of base salary
President and COO from January 1, 2023 through December 31, 2024 | 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 = 67.5% 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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