CIMAREX
ENERGY CO.


2002 STOCK
INCENTIVE PLAN


 


RESTRICTED
STOCK AGREEMENT


 


THIS
RESTRICTED STOCK AGREEMENT made as of this 17th day of May, 2006, between
CIMAREX ENERGY CO., a Delaware corporation (together with its Affiliated
Corporations, except where the context requires otherwise, the “Company”), and               
(the “Grantee”).


 


1.             Grant of Restricted Stock. Pursuant to
the Cimarex Energy Co. 2002 Stock Incentive Plan (the “Plan”) and subject to
the terms and conditions of this Agreement, the Company hereby grants to the
Grantee 2,477 shares of the common stock of the Company (the “Restricted Stock”),
effective as of May 17, 2006 (the “Transfer
Date”), with a Fair Market Value of $40.365 as
of the Transfer Date.


 


2.             Restrictions. The Grantee shall not
sell, assign, transfer by gift or otherwise, pledge, hypothecate, or otherwise
dispose of, by operation of law or otherwise, any of the Shares for the period
commencing on the Transfer Date and ending on the date that the shares become
fully vested as provided in Section 3(a) or as otherwise permitted by
this Agreement or the terms of the Plan.


 


3.             Vesting; Lapse of Restrictions; Transferability.


 


(a)           General. Except as provided otherwise
in this Agreement, the Restricted Stock shall vest in installments of 33-1/3%
one year from the date hereof and in additional installments of 33-1/3% each
subsequent anniversary thereafter, provided that, with respect to each such
installment, the Grantee has remained in continuous service on the Company’s
Board of Directors from the date hereof through the date such installment is
designated to vest.


 


(b)           Transfer Upon Lapse of Restrictions. After
the restrictions described in Section 2 and subsection 3(a) have
lapsed, the Grantee may sell, assign by gift or otherwise, hypothecate, or
otherwise dispose of, by operation of law or otherwise, any of the formerly
Restricted Stock at the Grantee’s discretion, except that the Grantee agrees
that he shall not make any sale or transfer of the formerly Restricted Stock
that would conflict with or violate any of the provisions of the Securities Act
of 1933 or any applicable state securities laws.


 


(c)           Vesting and Transferability Upon Change in Control.
Upon the occurrence of a Change in Control Event, as defined in the Plan,
the restrictions set forth in Section 2 and subsection 3(a) shall
lapse in their entirety, and the Restricted Stock shall become fully vested and
freely transferable as described in subsection 3(b) above, except
that the Grantee agrees that he shall not make any sale or transfer of the
formerly Restricted Stock that would conflict with or violate any of the
provisions of the Securities Act of 1933 or any applicable state securities
laws.


 


4.             Termination of Service on the Board.


 


(a)           Death or Disability. If the Grantee
terminates service on the Company’s Board of Directors on account of death or
Disability (as defined in the Plan) prior to the third anniversary of the
Transfer date, the Restricted Stock shall become fully vested and shall be
freely transferable as described in subsection 3(b) above.


 

















 


(b)           Other Terminations. If the Grantee
ceases performing services for the Company for any reason other than death or
Disability prior to the third (3rd) anniversary of the Transfer Date, the
Grantee shall immediately transfer and assign to the Company, without the
requirement for any consideration from the Company, all remaining unvested shares
of Restricted Stock.


 


5.             Delivery of Unvested Shares. If the
Grantee is required to transfer some or all of the shares of Restricted Stock
to the Company pursuant to Section 4 hereof, the shares shall be tendered
promptly to the Company by the delivery of certificates for such shares, duly
endorsed in blank by the Grantee or with stock powers attached thereto duly
endorsed, at the Company’s principal offices, all in form suitable for the
transfer of such shares to the Company without the payment of any consideration
by the Company. After the time at which any such shares are required to be
delivered to the Company for transfer to the Company, the Company shall not pay
any dividend to the Grantee on account of such shares or permit the Grantee to
exercise any of the privileges or rights of a stockholder with respect to such
shares but shall, in so far as permitted by law, treat the Company as owner of
such shares.


 


6.             Effect of Prohibited Transfer. If any
transfer of Shares is made or attempted to be made contrary to the terms of
this Agreement, the Company shall have the right to acquire for its own
account, without the payment of any consideration, such shares from the owner
thereof or his transferee, at any time before or after such prohibited
transfer. In addition to any other legal or equitable remedies it may have,
the Company may enforce its rights to specific performance to the extent
permitted by law and may exercise such other equitable remedies then
available to it. The Company may refuse for any purpose to recognize any
transferee who receives shares contrary to the provisions of this Agreement as
a stockholder of the Company and may retain and/or recover all dividends
on such shares that were paid or payable subsequent to the date on which the
prohibited transfer was made or attempted.


 


7.             Enforcement of Restrictions.


 


(a)           Legend. All certificates representing
Restricted Stock shall have affixed thereto the following legend:


 


“The shares of Stock
represented by this certificate are subject to all of the terms of a Restricted
Stock Agreement between Cimarex Energy Co. (the “Company”) and the registered
owner (“Owner”) of this Certificate (the “Agreement”) and to the terms of the
Cimarex Energy Co. 2002 Stock Incentive Plan (the “Plan”). Copies of the
Agreement and the Plan are on file at the office of the Company. The Agreement,
among other things, limits the right of the Owner to transfer the shares
represented by this Certificate and provide in certain circumstances that all
or a portion of the shares must be returned to the Company.”


 


(b)           Custody of Certificates. The Company
may, in its sole discretion, require the Grantee to keep the certificate the
shares of Restricted Stock, duly endorsed, in the custody of the Company while
the shares are subject to the restrictions contained in Sections 2 and 3.
The Company may, in its sole discretion, require the Grantee to keep the certificate
the shares of Restricted Stock, duly endorsed, in the custody of a third party
while the shares are subject to the restrictions contained in Sections 2
and 3.


 


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8.             Adjustments to the Stock.


 


(a)           Adjustment by Merger, Stock Split, Stock Dividend, Etc.
If the shares of stock, as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, stock split, spinoff,
combination of shares or otherwise), or if the number of such shares of Stock
shall be increased through the payment of a stock dividend, or a dividend on the
shares of Stock or rights or warrants to purchase securities of the Company
shall be issued to holders of all outstanding Stock, then there shall be
substituted for or added to each share of Restricted Stock, the number and kind
of shares of stock or other securities into which each outstanding share of
Restricted Stock shall be so changed or for which each such share shall be
exchanged or to which each such share shall be entitled.


 


(b)           Other Distributions and Changes in the Stock.
In the event there shall be any other change in the number or kind of the
outstanding shares of stock, or any stock or other securities into which the
stock shall have been changed or for which it shall have been exchanged, then
if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in the shares of Restricted Stock, such
adjustment shall be made in accordance with such determination, except that no
adjustment of the number of shares of Restricted Stock that would otherwise be
required shall be made unless and until such adjustment either by itself or
with other adjustments not previously made would require an increase or
decrease of at least 1% in the number of shares of stock available under the
Plan or to which any Award granted under the Plan relates immediately prior to
the making of such adjustment (the “Minimum Adjustment”). Any adjustment
representing a change of less than such minimum amount shall be carried forward
and made as soon as such adjustment together with other adjustments required by
Article VIII of the Plan and not previously made would result in a Minimum
Adjustment. Notwithstanding the foregoing, any adjustment required by Article VIII
of the Plan which otherwise would not result in a Minimum Adjustment shall be
made with respect to shares of Restricted Stock immediately prior to vesting or
transferability of such Restricted Stock.


 


9.             Reorganization and Change in Control.


 


(a)           Full Vesting; Termination; Assumption or Substitution.
Upon the occurrence of a Change in Control Event (as defined in subsection 9(c)),
the Restricted Stock shall become fully vested and transferable regardless of
whether all conditions for vesting and transferability relating to length of
service have been satisfied. The Committee may also provide for the
assumption or substitution of the Restricted Stock by the surviving entity as
described in subsection 9(b) and make any other provision for the
Restricted Stock as the Committee deems appropriate in its sole discretion. The
Committee may, in its sole discretion, provide that any number of shares of the
Restricted Stock that are not vested and that are outstanding at the time the
Change in Control Event occurs shall be forfeited at such time so long as the
Grantee is provided with at least 45 days advance notice of such expiration.


 


(b)           Assumption or Substitution. The
Company, or the successor or purchaser, as the case may be, may make
adequate provision for the assumption of the Restricted Stock or the
substitution of new shares of Restricted Stock for the outstanding Restricted
Stock on terms comparable to the terms of this Agreement.


 


(c)           Change in Control Event. The term “Change
in Control Event” shall have the meaning provided in the Plan.


 


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11.           Miscellaneous.


 


(a)           Notices. Any notice required or
permitted to be given under this Agreement shall be in writing and shall be
given by first class registered or certified mail, postage prepaid, or by
personal delivery to the appropriate party, addressed:


 


(i)            If to the Company, to
Cimarex Energy Co., Attention: Corporate Secretary, 707 Seventeenth Street, Suite 3300,
Denver, Colorado 80202-3404, or at such other address as may have been
furnished to the Grantee in writing by the Company; or


 


(ii)           If to the Grantee, to
the Grantee                               ,
or at other address as may have been furnished to the Company by the
Grantee.


 


Any such notice shall be deemed
to have been given as of the second day after deposit in the United States
mails, postage prepaid, properly addressed as set forth above, in the case of
mailed notice, or as of the date delivered in the case of personal delivery.


 


(b)           Amendment. Except as provided herein,
this Agreement may not be amended or otherwise modified unless evidenced
in writing and signed by the Company and the Grantee.


 


(c)           Defined Terms. Capitalized terms shall
have the meaning set forth in the Plan or herein, as the case may be.


 


(d)           Construction; Severability. The section headings
contained herein are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each
other provision of this Agreement shall be severable and enforceable to the
extent permitted by law.


 


(e)           Waiver. Any provision contained in this
Agreement may be waived, either generally or in any particular instance,
by the Committee appointed under the Plan, but only to the extent permitted
under the Plan.


 


(f)            Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the Company and the Grantee and their
respective heirs, executors, administrators, legal representatives, successors
and assigns.


 


(g)           Rights to Employment. Nothing contained
in this Agreement shall be construed as giving the Grantee any right to be
retained in the employ of the Company and this Agreement is limited solely to
governing the rights and obligations of the Grantee with respect to the
Restricted Stock.


 


(h)           Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware.


 


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[SIGNATURE
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IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first
above written.


 


 


	
   

  	
  CIMAREX ENERGY CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  F. H.
  Merelli, Chief Executive Officer

  
	
   

  	
   

  	
  and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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