Exhibit 10.2


 


CABOT
OIL & GAS CORPORATION





 


DEFERRED
COMPENSATION AGREEMENT


 


This Deferred
Compensation Agreement (“Agreement”) is made between Cabot Oil & Gas Corporation, a Delaware corporation (the “Company”),
and Phillip L. Stalnaker (“Executive”), effective as of October 1, 2021 (the “Effective Date”) in connection
with the Company and Executive entering into a letter agreement (the “letter agreement”) regarding the treatment of certain
rights under Executive’s Change in Control Agreement (as defined in such letter agreement).


 


This Agreement
shall automatically terminate and be of no force or effect if Executive’s employment with the Company is terminated for any reason
before the Closing (as defined in the Agreement and Plan of Merger, dated as of May 23, 2021, among the Company, Double C Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Cimarex Energy Co.,
a Delaware corporation (“Cimarex”), as subsequently amended on June 29, 2021 (the “Merger Agreement”), pursuant
to which Merger Sub will be merged with and into Cimarex (the “Merger”) in accordance with the terms of the Merger Agreement)
or the Merger Agreement is terminated for any reason without the occurrence of the Closing.


 


ARTICLE I


 


DEFINITIONS


 


	1.1	Definitions.


 


Whenever
the following words and phrases are used in this Agreement, with the first letter capitalized, they shall have the meanings specified
below.


 


(a) “Account”
shall mean the bookkeeping account maintained by the Committee for Executive that, pursuant to Section 3.1, is credited with amounts
equal to (i) $3,131,700 and (ii) earnings and losses.


 


(b) “Beneficiary”
or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last
designated in writing by Executive in accordance with procedures established by the Committee to receive the benefits specified hereunder
in the event of Executive’s death. No beneficiary designation shall become effective until it is filed with the Committee. Any
designation shall be revocable at any time through a written instrument filed by Executive with the Committee with or without the consent
of the previous Beneficiary. If there is no such designation or if there is no surviving designated Beneficiary, then the Beneficiary
shall be Executive’s surviving spouse, if any, or, if there is no surviving spouse, Executive’s estate. Payment by the Company
to the Beneficiary identified pursuant to the terms of this Section 1.1(b) if no such designation exists, of all benefits owed
hereunder shall terminate any and all liability of the Company.


 


(c) “Board of Directors”
or “Board” shall mean the Board of Directors of the Company.


 


(d) “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(e) “Committee”
shall mean the Committee appointed by the Board to administer the Agreement in accordance with Article VI.


 


(f) “Company”
shall mean Cabot Oil & Gas Corporation and any successor corporations.


 


(g) “Deferred
Compensation Plan” shall mean Cabot Oil & Gas Corporation Deferred Compensation Plan now in effect, or as amended from
time to time.


 


(h) “Distributable
Amount” shall mean the balance in Executive’s Account.


 


(i) “401
(k) Plan” shall mean the retirement plan maintained by the Company on the Effective Date that is intended to qualify under
Sections 401(a) and 401(k) of the Code and any successor or replacement plan.


 


(j) “Fund”
or “Funds” shall mean one or more of the investment funds selected by the Committee pursuant to Section 2.1(b).


 






     


     


    

 


(k) “Interest”
shall mean, for each Fund, an amount equal to the net rate of gain or loss on the assets of such Fund, as calculated on a daily basis.


 


(l) “Investment
Fund Subaccount” means one of the separate subaccounts into which Executive’s Account is divided pursuant to Executive’s
election under Section 2.1(a).


 


(m) “Payment Date”
shall mean


 


(i) except
as provided in Section 1.1(m)(ii), the 15th business day following the earlier of (A) the date of Executive’s Separation
from Service or (B) Executive’s death; and


 


(ii) if
Executive is a Specified Employee on the Payment Date otherwise applicable in Section 1.1(m)(i), the 15th business day following
the earlier of (A) the expiration of six months following the date of Executive’s Separation from Service or (B) the
date of Executive’s death.


 


(n) “Section 409A”
shall mean Section 409A of the Code and all related regulations and notices in effect thereunder.


 


(o) “Separation
from Service” shall mean separation from service as defined in Treasury Regulation 1.409A-1(h), other than because of Executive’s
death.


 


(p) “Specified
Employee” shall mean an individual who, on the date of Separation from Service with the Company, is treated as a Specified Employee
by the Company in accordance with the requirements of Section 409A.


 


(q) “Trust”
shall mean a trust that may be established pursuant to Section 3.2.


 


(r) “Unforeseeable
Emergency” shall mean a severe financial hardship to Executive resulting from:


 


(i) a
sudden and unexpected illness or accident of Executive or of his spouse, beneficiary or dependent (as defined in Section 152 of
the Code without regard to Section 152(b)(1), Section 152(b)(2) and Section 152(d)(1)(B));


 


(ii) loss of
Executive’s property due to casualty and not otherwise covered by insurance; or


 


(iii) such other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond Executive’s control.


 


Except as otherwise provided
herein, “Unforeseeable Emergency” shall not include the purchase of a home or the payment of college tuition.


 


The Committee
shall have the sole authority and discretion to determine whether Executive has experienced an Unforeseeable Emergency and may require
Executive to submit such documentary evidence as the Committee, in its sole discretion, deems necessary to establish the existence or
non-existence of an Unforeseeable Emergency and/or the amount of such distribution. The Committee shall have the sole discretion and
authority to establish the time period within which Executive must provide any such documentary evidence.


 


(s) “Year”
shall mean the period of twelve consecutive months beginning on each January 1 and ending on December 31.


 


ARTICLE II


 


INVESTMENT
ELECTIONS


 


	2.1	Investment
    Elections.


 


(a) In
connection with entering into this Agreement, Executive shall designate the types of Funds Executive’s Account will be deemed to
be invested in for purposes of determining the amount of Interest to be credited to the Account. In making the designation pursuant to
this Section 2.1, Executive may specify that all or any multiple of his Account in whole percentage increments (equal to or greater
than 1%) be deemed to be invested in one or more of the types of Funds provided under the Agreement as communicated from time to time
by the Committee. Executive may change the designation made under this Section 2.1 effective as of the next following business day,
by following the procedures set forth by the Committee; provided, however, that the portion of Executive’s Account that is subject
to such change shall be at least $250. If Executive fails to designate a type of fund under this Section 2.1, his Account shall
be invested in the fund or funds designated by Executive under the Deferred Compensation Plan and if no such election has been made thereunder,
his account shall be invested in the fund designated by the Committee.


 






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(b) Although
Executive may designate the type of investments, the Committee shall not be bound by such designation. The Committee, from time to time,
in its sole discretion, may designate commercially available investments of each of the types communicated by the Committee to Executive
pursuant to Section 2.1(a) above to be the Funds. The interest rate of each such commercially available Fund shall be used
to determine the amount of earnings or losses to be credited to Executive’s Account under Article III.


 


ARTICLE III


 


ACCOUNT
AND TRUST FUNDING


 


	3.1	Account.


 


The Committee
shall establish and maintain an Account for Executive under the Agreement. Executive’s Account shall be further divided into separate
Investment Fund Subaccounts, each of which corresponds to a Fund elected by Executive pursuant to Section 2.1(a). Executive’s
Account shall be credited as follows:


 


(a) On
or within fifteen business days of the Effective Date, the Committee shall credit the Investment Fund Subaccounts of Executive’s
Account with an amount equal to $3,131,700 in accordance with Executive’s designation under Section 2.1(a); that is, the portion
of the credit that Executive has elected to be deemed to be invested in a certain type of Fund shall be credited to the Investment Fund
Subaccount corresponding to that Fund; and


 


(b) As
of each payroll date during each Year, each Investment Fund Subaccount of Executive’s Account shall be credited with Interest in
an amount equal to that determined by multiplying the balance credited to such Investment Fund Subaccount immediately following the preceding
payroll date by the Interest Rate for the corresponding Fund selected by the Company pursuant to Section 2.1(b).


 


	3.2	Trust
    Funding.


 


The Company
may create a Trust with respect to which Fidelity Management Trust Company, or another third party, may serve as Trustee. The Company
may contribute to the Trust an amount equal to the amount credited to Executive’s Account pursuant to Section 3.1. The Company
may also contribute such additional amounts as it shall deem necessary or appropriate.


 


Although
the principal of the Trust and any earnings thereon shall, if established, be held separate and apart from other funds of Company and,
except as provided below, shall be used exclusively for the uses and purposes of Executive and Beneficiaries as set forth therein, neither
Executive nor his Beneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of the Trust prior to the
time such assets are paid to Executive or his Beneficiaries as benefits and all rights created under this Agreement shall be unsecured
contractual rights of Executive and his Beneficiaries against the Company. Any assets held in the Trust will be subject to the claims
of Company’s general creditors under federal and state law in the event of insolvency as may be defined in the Trust.


 


Except
as provided above, assets of the Agreement and, if established, the Trust shall never inure to the benefit of the Company and the same
shall be held for the exclusive purpose of providing benefits to Executive and his Beneficiaries and deferring reasonable expenses of
administering the Agreement and, if established, the Trust.


 


ARTICLE IV


 


VESTING


 


	4.1	Vesting.



 


Executive’s Account shall
be 100% vested at all times.


 






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ARTICLE V


 


DISTRIBUTIONS


 


	5.1	Distribution
    of Account.


 


The Distributable Amount shall
be paid to Executive in a lump sum on the Payment Date.


 


	5.2	Inability
    to Locate Executive.


 


In the
event that the Committee is unable to locate Executive or Beneficiary within two years following the required Payment Date, the amount
allocated to Executive’s Account shall be forfeited and, to the extent that such amounts have been funded through contributions
to the Trust Fund, shall be credited and restored to the Company.


 


ARTICLE VI


 


ADMINISTRATION


 


	6.1	Committee.


 


A Committee
shall be appointed by, and serve at the pleasure of, the Board of Directors. The number of members comprising the Committee shall be
determined by the Board which may from time to time vary the number of members. A member of the Committee may resign by delivering a
written notice of resignation to the Board. The Board may remove any member by delivering a certified copy of its resolution of removal
to such member. Vacancies in the membership of the Committee shall be filled promptly by the Board.


 


	6.2	Committee
    Action.


 


The Committee
shall act at meetings by affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and
such written consent is filed with the minutes of the proceedings of the Committee. The Chairman or any other member or members of the
Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee.


 


	6.3	Powers
    and Duties of the Committee.


 


(a) The
Committee, on behalf of Executive and his Beneficiaries, shall enforce the Agreement in accordance with its terms, shall be charged with
the general administration of the Agreement, and shall have all powers necessary to accomplish its purposes, including, but not by way
of limitation, the following:


 


(i) To select
the Funds in accordance with Section 2.1(b) hereof;


 


(ii) To construe
and interpret the terms and provisions of this Agreement;


 


(iii) To compute
and certify to the amount of benefits payable to Executive and his Beneficiaries;


 


(iv) To
maintain all records that may be necessary for the administration of the Agreement;


 


(v) To
provide for the disclosure of all information and the filing or provision of all reports and statements to Executive, Beneficiaries or
governmental agencies as shall be required by law;


 


(vi) To
make and publish such rules for the regulation of the Agreement and procedures for the administration of the Agreement as are not
inconsistent with the terms hereof;


 


(vii) To
appoint an administrator or any other agent, and to delegate to them such powers and duties in connection with the administration of
the Agreement as the Committee may from time to time prescribe; and


 


(viii) To take
all actions necessary for the administration of the Agreement.


 


	6.4	Construction
    and Interpretation.


 


The Committee
shall have full discretion to construe and interpret the terms and provisions of this Agreement, which interpretations or construction
shall be final and binding on all parties, including, but not limited to, the Company and Executive or Beneficiary.


 






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	6.5	Information.


 


To enable
the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating
to Executive’s Separation from Service or death, and such other pertinent facts as the Committee may require.


 


	6.6	Compensation,
    Expenses and Indemnity.


 


(a) The
members of the Committee shall serve without compensation for their services hereunder.


 


(b) The
Committee is authorized, at the expense of the Company, to employ such legal counsel as it may deem advisable to assist in the performance
of its duties hereunder. Expenses and fees in connection with the administration shall be paid by the Company.


 


(c) To
the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the
Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and
claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities
under or incident to the Agreement, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude
such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.


 


	6.7	Quarterly
    Statements.


 


Under procedures
established by the Committee, Executive shall receive a statement with respect to his Account on a quarterly basis as of each March 31,
June 30, September 30 and December 31.


 


	6.8	Claims
    and Review Procedures.


 


(a) Claims
Procedure. If Executive believes he is entitled to any rights or benefits under the Agreement, he may file a claim in writing with
the Chief Executive Officer of the Company (“CEO”). If any such claim is wholly or partially denied, the CEO will notify
such person of his decision in writing. Such notification will contain (i) specific reasons for the denial, (ii) specific reference
to pertinent Agreement provisions, (iii) a description of any additional material or information necessary for Executive to perfect
such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken
if Executive wishes to submit a request for review, the time limits applicable to such procedures, and a statement of Executive’s
rights following an adverse benefit determination on review, including a statement of his right to file a lawsuit under the Employee
Retirement Income Security Act of 1974 (“ERISA”) if the claim is denied on appeal. Such notification will be given within
90 days after the claim is received by the CEO (or within 180 days, if special circumstances require an extension of time for processing
the claim, and if written notice of such extension and circumstances is given to Executive within the initial 90-day period).


 


(b) Claim
Review Procedure. Within 60 days after the date on which Executive receives a notice of denial, Executive or his duly authorized
representative (“Applicant”) may (i) file a written request with the CEO for a review of his denied claim; (ii) review
pertinent documents; and (iii) submit issues and comments in writing. The Applicant may submit written comments, documents, records
and other information relating to the claim for benefits under this Agreement. The Applicant may request a formal hearing before the
CEO, which the CEO may grant in his discretion. The CEO shall notify the Applicant of his decision with regard to Applicant’s claim
not later than 60 days of the receipt of Applicant’s request; provided, however, that CEO may determine that an extension of up
to 60 days from the termination date of the initial 60-day review period is required and shall advise the Applicant in writing of the
special circumstances requiring any such extension and the date by which the expects to render a decision. Such special circumstances
that require an extension of time for rendering a decision include, but are not limited to, the need to hold a hearing. The decision
on review shall be in written or electronic notice of the final determination. If the claim is denied in whole or part, such notice,
which shall be in a manner calculated to be understood by the person receiving such notice, shall include (A) the specific reasons
for the decision, (B) the specific references to the pertinent Agreement provisions on which the decision is based, (C) that
the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and
other information relevant to the claim for benefits, and (D) a statement of the Applicant’s right to file a lawsuit under
ERISA.


 






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Benefits
under this Agreement will only be paid if the CEO decides, in his discretion, that an Applicant is entitled to them. The decision of
the CEO on review of the claim denial shall be binding on all parties when Executive has exhausted the claims procedure under this Section 6.8.
Moreover, no action at law or in equity shall be brought to recover benefits under this Agreement prior to the date the Applicant has
exhausted the administrative remedies under this Section 6.8.


 


ARTICLE VII


 


MISCELLANEOUS


 


	7.1	Unsecured
    General Creditor.


 


Executive
and his Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property
or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations
of the Company under this Agreement. Any and all of the Company’s assets shall be, and remain, the general unpledged, unrestricted
assets of the Company. The Company’s obligation under the Agreement shall be merely unfunded and unsecured promise of the Company
to pay money in the future, and the rights of Executive and Beneficiaries shall be no greater than those of unsecured general creditors.
It is the intention of the Company that this Agreement be unfunded for purposes of the Code and for purposes of Title 1 of ERISA.


 


	7.2	Restriction
    Against Assignment.


 


The Company
shall pay all amounts payable hereunder only to the person or persons designated by the Agreement and not to any other person or corporation.
No part of Executive’s Account shall be liable for the debts, contracts, or engagements of any successors in interest, nor shall
Executive’s Account be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding,
nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or
payments hereunder in any manner whatsoever. If Executive, any Beneficiary or successor in interest is adjudicated bankrupt or purports
to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Agreement,
voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for
the benefit of Executive, such Beneficiary or successor in interest in such manner as the Committee shall direct.


 


	7.3	Withholding.


 


There shall
be deducted from each payment made under the Agreement to Executive (or Beneficiary) all taxes which are required to be withheld by the
Company in respect to such payment or this Agreement. The Company shall have the right to reduce any payment (or compensation) by the
amount of cash sufficient to provide the amount of said taxes.


 


	7.4	Amendment,
    Modification, Suspension or Termination.


 


The Committee
may amend, modify, suspend or terminate the Agreement in whole or in part, except that no amendment, modification, suspension or termination
shall have any retroactive effect to reduce any amounts allocated to Executive’s Account. In the event that this Agreement is terminated,
the amounts allocated to Executive’s Account shall be distributed to Executive or, in the event of his death, his Beneficiary in
a lump sum on the fifteenth business day following the date of termination.


 


	7.5	Governing
    Law.


 


This Agreement
shall be construed, governed and administered in accordance with the laws of the State of Delaware.


 


	7.6	Receipt
    or Release.


 


Any payment
to Executive or Executive’s Beneficiary in accordance with the provisions of the Agreement shall, to the extent thereof, be in
full satisfaction of all claims under the Agreement against the Committee and the Company. The Committee may require Executive or Beneficiary,
as a condition precedent to such payment, to execute a receipt and release to such effect; provided, however, that the terms and conditions
applicable to such release shall not cause this Agreement or the payment of any amounts under this Agreement to fail to comply with Section 409A.


 






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	7.7	Payments
    on Behalf of Persons Under Incapacity.


 


In the
event that any amount becomes payable under the Agreement to a person who, in the sole judgment of the Committee, is considered by reason
of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to
any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination
shall constitute a full release and discharge of the Committee and the Company.


 


	7.8	Limitation
    of Rights and Employment Relationship.


 


Neither
the establishment of the Agreement or Trust nor any modification thereof, nor the creating of any fund or account, nor the payment of
any benefits shall be construed as giving to Executive or other person any legal or equitable right against the Company or the trustee
of the Trust except as provided in the Agreement and, if established, Trust; and in no event shall the terms of employment of Executive
be modified or in any way be affected by the provisions of the Agreement and, if established, Trust.


 


	7.9	Headings.


 


Headings
and subheadings in this Agreement are inserted for convenience of reference only and are not to be considered in the construction of
the provisions hereof.


 


	7.10	Section 409A.


 


The following provisions shall
apply to this Agreement, notwithstanding any provision to the contrary:


 


(a) This
Agreement is intended to comply with or be exempt from Section 409A of the Code and ambiguous provisions, if any, shall be construed
in a manner that is compliant with or exempt from the application of Section 409A.


 


(b) This
Agreement shall not be amended or terminated in a manner that would cause the Agreement or any amounts payable under the Agreement to
fail to comply with the requirements of Section 409A, to the extent applicable, and, further, the provisions of any purported amendment
that may reasonably be expected to result in such non-compliance shall be of no force or effect with respect to the Agreement.


 


(c) The
Agreement shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under
this Agreement if such action would result in the failure of any amount that is subject to Section 409A to comply with the applicable
requirements of Section 409A.


 


(d) Notwithstanding
any provision of this Agreement to the contrary, if Executive is a Specified Employee as of the date of Executive’s Separation
from Service, then any amounts or benefits which are payable under this Agreement upon Executive’s Separation from Service which
are subject to the provisions of Section 409A and are not otherwise excluded under Section 409A and would otherwise be payable
during the first six-month period following such Separation from Service shall be paid on the first business day next following the earlier
of (i) the date that is six months and one day following the date of Executive’s Separation from Service or (ii) the
date of Executive’s death.


 




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IN WITNESS
WHEREOF, the Company has caused this document to be executed by its duly authorized officer on this 30th day of September,
2021.


 


COMPANY


 


	By:	 /s/
    Scott C. Schroeder	 
	 	Name:	Scott
    C. Schroeder	 
	 	Title:	Executive Vice President and
    Chief Financial Officer	 







 


EXECUTIVE
  




 


	/s/
    Phillip L. Stalnaker	 
	Phillip
    L. Stalnaker	 







 









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