Exhibit 10.13


 


AMENDMENT NO. 2 TO

CIMAREX ENERGY CO.

2002 STOCK INCENTIVE PLAN


 


Cimarex Energy Co., a Delaware corporation (the “Company”), established
the Cimarex Energy Co. 2002 Stock Incentive Plan (the “Plan”), effective as of October 1,
2002, and amended the Plan, effective as of March 3, 2003. The Company
wishes to amend the Plan as provided below.


Recitals


 


A.                                   The
Plan provides for the grant of equity-based compensation awards, including
stock options, restricted stock, and stock units. The Company has granted stock
units that are subject to vesting that, as of the date of this Amendment, have
not vested and have not become payable.


 


B.                                     Section 10.4
of the Plan provides that outstanding awards under the Plan will become fully
vested and payable or freely transferable upon the occurrence of a “Change of
Control Event” as defined in Section 2.5 of the Plan. The award agreements
have incorporated by reference the definition of “Change of Control Event” set
forth in Section 2.5 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 51% 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 never intended that an event like
the Transaction would result in accelerated vesting and payout of the stock
units granted under the Plan or the accelerated vesting and free
transferability of restricted stock granted under the Plan.


 


E.                                      Section 10.1
provides that the Company’s Board of Directors can amend the Plan at any time. Section 10.5
provides that the Company may amend outstanding awards under the Plan;
provided that if the amendment is adverse to the holder of the award, the
amendment will not be effective without the holder’s consent.


 


F.                                      Certain
holders of the outstanding units and restricted stock have waived any rights
they may have to accelerated vesting and payment of their units or
accelerated vesting and free transferability of their restricted stock if the
Transaction closes and have consented to the amendment of the definition of “Change
of Control Event” to provide that the Transaction will not be deemed to be a Change
of Control Event.


 


G.                                     As
a part of the consideration for the waivers and consents given by the
holders of units and restricted stock, the Company has agreed to amend the unit
agreements and restricted stock agreements to provide for full vesting and
payment of units and full vesting and free transferability of restricted stock
if the holder dies or terminates employment on account of “disability” as
defined in the Plan. A recent change in the law has changed the definition of “disability”
that applies for these purposes.


 


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The Company wishes to amend the definition of
“disability” to comply with the change in the law and the holders of units and
restricted stock have consented to the amendment.


Amendment


 


1.                                       Section 2.5
shall be amended by the addition of a new subsection (v) at the end
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. shall not be deemed to the be a “Change of
Control Event” for purposes of Section 10.4 of this Plan.


 


2.                                       Section 10.2
shall be amended by the deletion of the parenthetical in the first sentence
that reads “(as defined in Section 22(e) of the Code)” and by the
addition of the following at the end:


 


The Grantee shall be disabled if the Grantee


 


(i)                                     is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or


 


(ii)                                  is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than 3 months under an accident and health plan covering employees of the
Company.


 


3.                                       This Amendment
shall be effective only if the Transaction closes.


 


4.                                       This Amendment
shall apply only to Participants who have consented to the amendments to the
Plan by executing and not revoking a written waiver and amendment or other
agreement with the Company.


 


IN WITNESS WHEREOF, this Amendment has been signed this 10th day of March,
2005 to be effective as provided in Section 3 above.


 


	
   

  	
  CIMAREX ENERGY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ F. H.
  Merelli

  	
   

  
	
   

  	
  Name:

  	
  F. H.
  Merelli

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer and President

  



 


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