Exhibit 10.17


 


AMENDMENT TO

CIMAREX ENERGY CO.

DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


 


Cimarex Energy Co., a Delaware corporation (the “Company”), established
the Cimarex Energy Co. Deferred Compensation Plan for Nonemployee Directors (the
“Plan”), effective as of May 19, 2004. The Company wishes to amend the
Plan as provided below.


 


Recitals


 


A.                                   The Plan permits
members of the Company’s Board of Directors (the “Board”) who are not
common-law employees of the Company (“Nonemployee Directors”) to defer a
portion of their anticipated fees for service on the Board.


 


B.                                     Section 5.2(a) of
the Plan provides that all account balances under the Plan will become fully
vested and payable if the Company amends the Plan following the occurrence of a
“Change of Control” as defined in Section 5.2(b) of the Plan.


 


C.                                     The Company has
entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the
Company, a wholly-owned subsidiary of the Company, and Magnum Hunter Resources, Inc.
(“MHR”) pursuant to which MHR will become a wholly-owned subsidiary of the
Company (the “Transaction”). Pursuant to the Merger Agreement and following the
closing of the Transaction, the present stockholders of the Company will own
approximately 55% of the Company and it is expected that the current management
of the Company will continue to manage the Company.


 


D.                                    In as much as the
current stockholders of the Company will continue to own approximately 55% of
the Company and it is expected that the current management of the Company will
continue to manage the Company, the Company does not believe that (1) the
Transaction will result in a change in the actual operational control of the
Company and (2) it was ever intended that a transaction like the
Transaction would result in accelerated vesting and payment of account balances
under the Plan.


 


E.                                      Article VII
provides that the Governance Committee of the Board can amend the Plan;
provided that if the amendment is adverse to any participant in the Plan, the
amendment will not be effective without the participant’s consent.


 


F.                                      The Plan
participants have waived any rights they may have to accelerated vesting
and payment of their account balances if the Company amends the Plan after the
closing of the Transaction and have consented to the amendment of the
definition of “Change of Control” to provide that the Transaction will not be
deemed to be a Change of Control.


 


Amendment


 


1.                                       Section 5.2(b) shall
be amended by the addition of a new subsection (v) to provide as
follows:


 


(v)                                 Notwithstanding
the foregoing, the closing of the transaction contemplated by the Agreement and
Plan of Merger among the Company, a wholly-owned subsidiary of the Company, and
Magnum Hunter Resources, Inc. (the “Transaction”) shall not be deemed to
be a “Change of Control” for purposes of Section 5.2 of this Plan.


 


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2.                                       This
Amendment shall be effective as of the date that it is approved by the
Governance Committee of the Board.


 


IN WITNESS WHEREOF, this Amendment has been signed this 6th day of June,
2005 to be effective as provided in Section 2 above.


 


	
   

  	
  CIMAREX ENERGY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  S. Dinkins

  	
   

  
	
   

  	
  Name:

  	
  Richard S.
  Dinkins

  
	
   

  	
  Title:

  	
  Vice
  President-Human Resources

  



 


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