Exhibit 10.14


 


AMENDMENT NO. 3 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 and March 10,
2005. The Company wishes to amend the Plan as provided below.


 


1.                                       Section 1.3
shall be amended in its entirety to read as follows:


 


SECTION 1.3                          Shares
Subject to the Plan. Subject to the limitations set forth in the
Plan, Awards may be made under this Plan for a total of 12,700,000 shares
of Common Stock.


 


2.                                       Section 2.5
shall be amended in its entirety to read as follows:


 


SECTION 2.5                          “Change in Control Event”
means the occurrence of any one of the following events, unless a majority of
the Incumbent Board (as hereinafter defined) determines in writing that any
such event shall not constitute a “Change in Control Event” for purposes of
this Plan prior to the occurrence of such event (or in the case of an
acquisition pursuant to subsection (i) of this Section 2.5,
within five business days after the Company has notice of such acquisition);
provided however, that in the case of any Awards subject to Code § 409A,
the Incumbent Board shall have no authority to make such determination:


 


(i)                                     The acquisition after the Effective Date of this Plan by any
individual, entity or group (within the meaning of Section 13(d) (3) or
14(d) (2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 15% or more of either (1) the then
outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then outstanding
voting securities of the company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”) provided, however, that
the following acquisitions shall not constitute a Change of Control:


 


(A)                  any acquisition directly from the Company,


 


(B)                    any acquisition by the Company,


 


(C)                    any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company,


 


(D)                   any acquisition by any corporation pursuant to a transaction that
complies with either clause (A) or (B) of subsection (iii) of
this Section 2.5,


 


(E)                     any Person becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) (“Beneficial Owner”) of 15% or more of the
shares of Common Stock then outstanding as a result of a reduction in the
number of shares of Common Stock outstanding due to the repurchase of shares of
Common Stock by the Company unless and until such Person, after becoming aware
that such Person has become the Beneficial Owner of 15% or more of the then
outstanding shares of Common Stock, acquires beneficial ownership of


 


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additional
shares of Common Stock representing 1% or more of the shares of Common Stock
then outstanding, or


 


(F)                     any Person who has reported or is required to report such ownership
(but less than 20%) on Schedule 13G under the Exchange Act (or any
comparable or successor report) which Schedule 13G does not state any
intention to or reserve the right to control or influence the management or
policies of the Company or engage in any of the actions specified in Item 4 of
such schedule (other than the disposition of the Common Stock) and, within
10 business days of being requested by the Company to advise it regarding the
same, certifies to the Company that such Person acquired shares of Common Stock
in excess of 14.9% inadvertently or without knowledge of the terms of the
Company’s Rights Agreement and who or which, together with all affiliates and
associates (each as defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act as of the date of the Company’s Rights
Agreement), thereafter does not acquire additional shares of Common Stock while
the Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding; provided however, that if the Person requested to so certify fails
to do so within 10 business days, then such acquisition shall constitute a “Change
in Control”; or


 


(ii)                                  Individuals who, as of the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, appointment or nomination for election by the
Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for
purposes of this definition, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or


 


(iii)                               The closing of a reorganization, share exchange, or merger (a “Business
Combination”), in each case, unless, following such Business Combination,
either


 


(A)      (1) all
or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination will
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a
result of such transaction will own the Company through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be,
and (2) no Person (excluding any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business Combination)
will beneficially own, directly or indirectly, 15% or more of, respectively,
the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination, or


 


(B)        at least
a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at
the time of


 


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the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination or were elected, appointed or nominated by the Board; or


 


(iv)                              The closing of (1) a complete liquidation or dissolution of
the Company or, (2) the sale or other disposition of all or substantially
all of the assets of the Company, other than to a corporation, with respect to
which following such sale or other disposition, either


 


(A)      (1) more
than 50% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition
in substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, and (2) less
than 15% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors will be beneficially owned, directly or indirectly, by any Person
(excluding any employee benefit plan (or related trust) of the Company or such
corporation), except to the extent that such Person owned 15% or more of the
Outstanding Company Common Stock or Outstanding Company Voting Securities prior
to the sale or disposition, or


 


(B)        at least
a majority of the members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such sale or other
disposition of assets of the Company or were elected, appointed or nominated by
the Board.


 


3.                                       Subparagraphs
(ii) and (iii) of Section 4.1 shall be amended in their entirety
to read as follows:


 


(ii)                                  Prior
to June 6, 2005, in no event shall more than 1,000,000 of the shares of
Common Stock subject to the Plan be awarded to Participants as Restricted Stock
Awards (the “Restricted Stock Award Limit”). On and after June 6, 2005
(the date on which the shareholders approved an increase in the number of
shares reserved for issuance under the Plan by 5,700,000 shares), the grant of
one share of restricted stock or one restricted stock unit will reduce the
additional 5,700,000 shares by two shares and a grant of one share pursuant to
an option grant will reduce the 5,700,000 shares by one share.


 


(iii)                               Any
shares of Common Stock related to Awards which terminate by expiration,
forfeiture, cancellation or otherwise without the issuance of shares of Common
Stock or are exchanged in the Committee’s discretion for Awards not involving
Common Stock, and any shares of Common Stock withheld for the payment of taxes
pursuant to Section 9.3 or received by the Company as payment of the
exercise price of an Option shall be available again for grant under the Plan;
provided, however, that no more than 12,700,000 shares of Common Stock may be
issued under Incentive Stock Options.


 


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4.                                       Section 10.2
shall be amended by the deletion of the parenthetical in the first sentence
that reads “(as defined in Section 22(3) 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.


 


5.                                       This
Amendment shall be effective as of June 6, 2005 and shall apply only to
awards granted on or after June 6, 2005.


 


	
   

  	
  CIMAREX
  ENERGY CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Korus

  	
   

  
	
   

  	
   

  	
  Paul Korus

  
	
   

  	
   

  	
  Vice
  President, Chief Financial Officer

  and Treasurer

  



 


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