Exhibit 10.18


 


AMENDMENT TO

CIMAREX ENERGY CO.

DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


 


Effective May 19, 2004, Cimarex Energy Co., a Delaware corporation
(the “Company”), established the Cimarex Energy Co. Deferred Compensation Plan
for NonEmployee Directors. (the “Plan”). In Article VII of the Plan, the
Company reserved the right and power to amend the Plan at any time and from
time to time. In exercise of that right and power, the Plan is hereby amended
as provided below.


 


RECITALS


 


A.                                   The
Plan provides for nonqualified deferred compensation within the meaning of section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), which became
effective January 1, 2005.


 


B.                                     Internal
Revenue Service Notice 2005-1 provides that nonqualified deferred compensation
plans subject to Code section 409A must be operated in compliance with Code
section 409A on and after January 1, 2005. Notice 2005-1 also
provides that deferral elections under nonqualified deferred compensation plans
may be terminated, in whole or in part, at the participant’s election or
at the election of the plan sponsor, on or before December 31, 2005 if the
affected participant receives a distribution of the amounts subject to the
terminated election in 2005 or, if later, at the time the benefits become vested
under the terms of the Plan.


 


C.                                     The
Internal Revenue Service has issued proposed regulations that provide a limited
opportunity through December 31, 2006, to Plan participants to change
their payment elections without violating Code section 409A’s restrictions
on changes.


 


D.                                    The
Company wishes to amend the Plan to terminate the elections made by Hans
Helmerich to defer the payment of the annual retainer paid in 2005 and the fee
for attendance at the Board of Directors meeting in June 2005. Mr. Helmerich
has been paid the full amount of the annual retainer and the fee for attendance
at the June meeting.


 


E.                                      The
Company wishes to further amend the Plan to permit Plan participants to change
their payment elections as permitted by the proposed regulations.


 


F.                                      The
Company intends, and reserves the right, to make additional changes to the Plan
document with respect to Code section 409A.


 


AMENDMENT


 


1.                                       Election Termination. The
Plan is hereby amended to provide that the election made by Hans Helmerich to
defer payment of the annual retainer paid in 2005 and the fee for attendance at
the Board of Directors meeting held in June 2005 is terminated. The full amount
of the annual retainer payable in 2005 and the full amount of the fee for
attendance at the June 2005 board meeting has been paid in full. The
amounts shall be reported on Mr. Helmerich’s Form 1099 for calendar
year 2005.


 


2.                                       Amendment to Length of Deferral. Plan
section 5.1(a) shall be amended in its entirety to provide as
follows:


 


(a)                                  Except
as provided otherwise in this ARTICLE V, each of the Participant’s
Accounts shall be distributed or commence to be distributed to the Participant
on, or as soon as administratively practicable after, the earlier of the


 


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distribution date specified for
such Account by the Participant, the Participant’s separation from service (as
defined in Code section 409A) as a director, or the termination of the
Plan (to the extent permitted by Code section 409A). Subject to subsection 5.1(c) below,
the Participant shall specify the date on which each of his or her Accounts
shall be distributed or shall commence to be distributed at the time he or she
makes, and as a part of, an election to defer the Director’s Fees credited
to that Account. The Participant may make a separate election with respect
to each of his or her Accounts.


 


3.                                       Change in Deferral Elections. Plan
section 5.1 shall be amended by the addition of a new subsection (d) to
provide as follows:


 


(d)                                 Notwithstanding
any provision of this section 5.1 to the contrary, a Participant may change
his elections concerning the form and time of payment at any time on or
after January 1, 2005 and on or before December 31, 2006; provided
however, that any election to change the timing of a payment previously elected
or scheduled to be made in 2006 must be made on or before December 31,
2005. This subsection (d) shall expire and have no force or effect
after December 31, 2006.


 


4.                                       Effective Date. The amendments
made by this document shall be effective as of January 1, 2005.


 


IN WITNESS WHEREOF, this Amendment has been signed this 13th day of December 2005
to be effective as provided above.


 


	
   

  	
  CIMAREX ENERGY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  S. Dinkins

  	
   

  
	
   

  	
  Name:

  	
  Richard S.
  Dinkins

  
	
   

  	
  Title:

  	
  Vice
  President-Human Resources

  



 


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