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  TABLE OF CONTENTS




 
 

Exhibit 10.15    
  


CIMAREX ENERGY CO.  


 SUPPLEMENTAL SAVINGS PLAN  


 (amended and restated, effective as of March 3, 2003)  





 
 
 

CIMAREX ENERGY CO.
  DEFERRED COMPENSATION PLAN    
  


RECITALS  


        Cimarex Energy Co., a Delaware corporation (the "Company"), established the Cimarex Energy Co. Deferred Compensation Plan (the "Plan"), effective as of
October 1, 2002. The Company has amended and restated the Plan and renamed the Plan the Cimarex Energy Co. Supplemental Savings Plan, effective as of March 3, 2003. 


        The
Company entered into an Agreement and Plan of Merger dated as of February 23, 2002 (the "Merger Agreement") among Helmerich & Payne, Inc. ("H&P"),
Helmerich & Payne Exploration and Production Co., Mountain Acquisition Co., and Key Production Company, Inc. ("Key"). Pursuant to the Merger Agreement, the parties agreed that the
Company would assume the Key Deferred Compensation Plan and extend participation in the Plan to certain identified executives of H&P. This Plan is intended to assume the Key Deferred Compensation
Plan. 


        The
Plan is intended to provide a mechanism whereby certain of the highly compensated and select management employees of the Company may defer compensation and have such amounts,
together with deemed earnings, paid out upon the participant's retirement, death, disability or other termination of service with the Company. In addition, the Company intends that this Plan shall
provide the eligible employees with deferred compensation benefits in addition to the benefits under the Cimarex Energy Co. 401(k) Plan (the "401(k) Plan") in cases where benefits under the 401(k)
Plan may be limited by applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Company intends that the Plan shall be an "unfunded" plan for purposes of the Code and
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 


 
 

ARTICLE I
  Definitions    
  


        Defined
terms used in this Plan shall have the meanings set forth below or the same meanings as in the 401(k) Plan, as the case may be: 


 
 
 

        1.1.      "Beneficiary" means the person or persons, trust or other designated by a Participant, pursuant to
Section 5.5, to receive any amounts distributable under the Plan at the time of the Participant's death. 


 
 
 

        1.2.      "Change in Control" means any one of the following: 



        (a)  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: 



        (1)  any
acquisition directly from the Company, 


        (2)  any
acquisition by the Company, 


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




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        (4)  any
acquisition previously approved by at least a majority of the members of the Incumbent Board (as such term is hereinafter defined), 


        (5)  any
acquisition approved by at least a majority of the members of the Incumbent Board within five business days after the Company has notice of such acquisition, 



        (6)  any
acquisition by any corporation pursuant to a transaction that complies with clauses (1) (2), and (3) of subsection (c) of this
Section 1.2, 


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


        (8)  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." 




        (b)  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 



        (c)  The
closing of a reorganization, share exchange, or merger (a "Business Combination"), in each case, unless, following such Business Combination, (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 70% 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 



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Securities, as the case may be, (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, and (3) 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 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 


        (d)  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, (A) more than 70% 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, (B) 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, and (C) 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. 


 
 
 


        1.3.      "Code"  means the Internal Revenue Code of 1986, as amended. 


 
 
 

        1.4.      "Committee" means the administrative committee provided for in Section 6.1. 


 
 
 

        1.5.      "Company" means Cimarex Energy Co. and any successor thereto. 


 
 
 

        1.6.      "Company Matching Contributions"  means the contributions made by the Company and allocated to Plan
Accounts pursuant to Section 3.3. 


 
 
 

        1.7.      "Compensation" means the employee's "compensation" as defined for purposes of the 401(k) Plan, but without
giving effect to the limit on compensation imposed by section 401(a)(17) of the Internal Revenue Code of 1986, as amended. 


 
 
 

        1.8.      "Disability" shall have the same meaning given to "Total and Permanent Disability" from time to time in
the Company's Long Term Disability Plan. 


 
 
 

        1.9.      "Election Agreement"  means an application for participation in the Plan, execution of which by an
eligible employee is required under Article II for Plan participation. 


 
 
 

      1.10.      "FICA" shall mean the Federal Insurance Contributions Act. 


 
 
 

      1.11.      "401(k) Plan"  means the Cimarex Energy Co. 401(k) Savings Plan. 


 
 
 
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      1.12.      "Measurement Fund"  means an investment vehicle designated by the Committee for the purpose of
determining additional amounts to be credited to, or amounts to be debited from, Plan Accounts. 


 
 
 

      1.13.      "Participant" means any eligible employee of the Company selected to participate in this Plan by the
Committee who has completed an Election Agrement and is entitled to the distribution of benefits hereunder. 


 
 
 

      1.14.      "Participant Deferrals" means the amounts of a Participant's Compensation that the elects to defer and
have allocated to the Plan Account pursuant to Sections 3.1 and 3.2 


 
 
 

      1.15.      "Plan Account" means a bookkeeping acocunt maintained by the Company, which shall show at all times the
amounts of Participant Deferrals made by a Participant, the Company Matching
Contributions and the amounts deemed debited and credited from time to time based on the performance of the Measurement Funds. 


 
 
 

      1.16.      "Plan Year" means the twelve month period on which the Plan records are kept, which shall be the calendar
year, except that the first Plan Year shall be the period from October 1, 2002 through December 31, 2002. 


 
 
 

      1.17.      "Prior Key Balances" means the bookkeeping account balances transferred to this Plan from the Key
Production Company, Inc. Deferred Compensation Plan. 


 
 
 

      1.18.      "Retirement" means the employee's termination of employment with the Company after the normal retirement
age established by the Company, which is presently age 62. Notwithstanding the foregoing, an employee may be permitted, by the Company's Board of Directors, to retire at an earlier age, for purposes
of the Plan. 


 
 
 

      1.19.      "Trust" means the trust created by the Company that may be used to provide funding for the distribution
of benefits hereunder in accordance with the provisions of the Plan. 


 
 
 

      1.20.      "Trust Agreement" means the written instrument pursuant to which the Trust is created. 


 
 
 

      1.21.      "Trustee" means the bank, trust company or individual appointed by the Company pursuant to
Article VII and acting from time to time as the trustee of the Trust formed to provide benefits under the Plan. 


 
 
 

      1.22.      "Valuation Date" means the last day of each Plan Year and any other dates as specified in
section 4.2 as of which the assets of the Trust are valued at fair market value and as of which the increase or decrease in the net worth of the Trust is allocated among Plan Accounts. 


 
 

ARTICLE II
  Eligibility and Participation    
  


 
  2.1    Eligibility and Participation.    
  


        From time to time the Committee, in its sole discretion, may determine the eligibility requirements for participation and may designate those highly compensated
and select management employees of the Company to whom the opportunity to participate in this Plan shall be extended. Employees shall be eligible to participate in this Plan if they fall within a
"select group of management or highly compensated employees" of the Company within the meaning of Section 201(2) of ERISA. Notwithstanding the foregoing, pursuant to the Merger Agreement, the
individuals identified in Section 6.8(d)(i) of the Merger Agreement shall be extended the opportunity to participate in the Plan. 


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2.2    Enrollment.    
  


        Employees who have been selected by the Committee to participate in the Plan shall enroll in the Plan, prior to the calendar year during which the employee will
participate in the Plan (or in the case of an individual who becomes an eligible employee of the Company after the beginning of a calendar year, within 30 days after the date the individual
becomes an eligible employee), by (a) entering into an Election Agreement with the Company, which shall contain the Participant's initial election as to the Compensation to be deferred under
the Plan and such other terms as the Company deems appropriate and necessary, (b) completing an Enrollment Form, which shall contain the Participant's election concerning the election of a
Measurement Fund or Funds, form of payment, beneficiary designation and such other information as the Company may reasonably require, and (c) completing such other forms and furnishing such
other information as the Company may reasonably require. With respect to the first year of the Plan, eligible employees shall enroll no later than October 31, 2002, which is 30 days
after the effective date of the Plan. In the case of an employee who becomes eligible to and elects to participate in the Plan during a calendar year, any election to defer Compensation shall apply
only to Compensation earned after the effective date of such election. A Participant shall enter into a new Election Agreement with respect to each Plan Year of participation under the Plan. 


 
 

2.3    Failure of Eligibility.    
  


        If a Participant ceases to meet the eligibility criteria as determined by the Committee for participation herein for any reason other than death or Retirement but
continues to be a Company employee, participation herein and benefits hereunder shall cease as of the effective date of the change in employment status, position or title that results in termination
of eligibility for participation herein. The determination of the Committee with respect to the termination of participation in the Plan shall be final and binding on all parties affected thereby. Any
benefits accrued hereunder at the time of such change shall be distributed within 30 days in a cash lump sum, and, if such employee again becomes eligible, such employee shall not again
participate in this Plan for at least twenty-four months after the date the employee was determined to be ineligible. 


 
 

ARTICLE III
  Contributions    
  


 
  3.1    Participant Deferrals.    
  


        Each Plan Year, a Participant may elect to have Participant Deferrals withheld from his Compensation and credited to his Plan Account in any whole percentage of
his Compensation from 1%-50%. The maximum amount of Compensation that may be deferred and allocated to a Participant's Plan Acocunt in any Plan Year shall be 50% of his Compensation
determined, for this purpose, on the basis of the Participant's annualized Compensation as of December 31 of the year immediately preceding the Plan Year of deferral. In addition, a Participant
may elect to have the Company withhold from any bonus payable by the Company any amount in any whole percentage up to 100% of such bonus and have such amount credited to his Plan Account as a
Participant Deferral. If a Participant who was a participant in either the Key or the H&P deferred compensation plan (the "prior plans") made an election under the prior plans to defer a bonus payable
in 2003 with respect to services performed in 2002, the prior election shall be given effect under this Plan and the amount or percentage of Compensation previously elected under the prior plans shall
be deferred under this Plan. Participant Deferrals shall be deducted from a Participant's Compensation through payroll withholding in accordance with the Participant's election at the same time that
regular semi-monthly payments of Compensation are made and shall be credited to the Participant's Plan Account at such time. 


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3.2    Excess Participant Deferrals.    
  



        (a)  A
Participant may elect, pursuant to his Election Agreement, to have an amount withheld from his Compensation and deferred under the Plan equal to any amount of
Participant Elective Contributions that would otherwise have been made to the 401(k) Plan pursuant to the Participant's election under the 401(k) Plan and that the Participant is prohibited from
contributing to the 401(k) Plan in order to satisfy the limitations of Code sections 401(k), 401(a)(17), 402(g), 414(v) and 415. Such amounts shall be withheld from the Participant's
Compensation and credited to the Participant's Plan Account as of the time such amounts would have been withheld from his Compensation and contributed to the 401(k) Plan but for such limitations.
However, in no event may the sum of the amount deferred under this Section 3.2(a) and under Section 3.1 above exceed 100% of a Participant's Compensation for a Plan Year. 


        (b)  In
addition to the amounts deferred under Section 3.2(a), a Participant may elect, pursuant to his Election Agreement, to defer as a Participant Deferral an
amount equal to any amount of the Participant's Elective Contribution and the earnings attributable to such Elective Contribution under the 401(k) Plan that is to be distributed to the Participant
from the 401(k) Plan to satisfy the nondiscrimination testing applicable to the 401(k) Plan. Such amounts shall be withheld from the Participant's Compensation and credited to the Participant's Plan
Account with respect to the pay period immediately following the date on which any such amounts are distributed to the Participant from the 401(k) Plan. However, with respect to the first Plan Year,
all Participant Deferrals shall be withheld from compensation earned in 2002 after October 31, 2002 and after the date the Participant enrolls in the Plan. 


        (c)  All
such amounts deferred in accordance with this Section 3.2 shall be referred to as Participant Deferrals. 


 
 

3.3    Company Matching Contributions.    
  


        For each Plan Year, the Company may, in its sole discretion, make matching contributions on behalf of each Participant who makes contributions under
Section 3.2(a) for such Plan Year. Matching contributions shall be equal to 100% of the Participant's contributions under Section 3.2(a), up to a maximum of 5% of Compensation. The
matching contributions, if any, for a Plan Year, shall not exceed 100% of the Participant's contributions under Section 3.2(a), but not more than 5% of the Participant's compensation. In
addition, the Company may, in its sole discretion, make a supplemental matching contribution on behalf of each Participant without regard to whether the Participant makes Participant Contributions
under Section 3.1 or 3.2. The supplemental matching contribution shall be equal to the matching contribution that the Company could have made for the Participant under the 401(k) Plan if
compensation under the 401(k) Plan were not limited by the Code minus the matching contribution actually made by the Company for the Participant under the 401(k) Plan. All Company matching
contributions and Company supplemental matching contributions shall be credited to each Participant's Plan Account. 


        Company
matching contributions shall be subject to the following vesting schedule: 



	Years of Service
	 	Vested Percentage

	Fewer than 1	 	0%
	1	 	25%
	2	 	50%
	3	 	75%
	4 or more	 	100%






        Years
of Service shall be equal the number of days in the Participant's period of service divided by 365. If a fractional year is .50 or less, it shall be ignored. If a fractional year
is .51 or greater, the 


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number shall be rounded up to the next whole year. By way of example, if the number is 3.50 or greater, the number of Years of Service shall be 3; if the number is 3.51 or greater, the number of
Years of Service shall be 4. The period of service shall commence on the date the Participant was first hired by the Company and shall end on the date the Participant is terminated. Service prior to
October 1, 2002 with Key and H&P shall be included for this purpose. Notwithstanding the foregoing vesting schedule, the Participant shall be fully vested in his or her Plan Account upon
termination of employment on account of death, Disability or Retirement or upon a Change of Control. 


 
 

3.4    FICA.    
  


        For each Plan Year in which a Participant makes Participant Deferrals, the Company shall withhold from the portion of the Participant's Compensation that is not
deferred under this Plan, in a manner determined by the Company, the Participant's share of FICA and any other applicable employment taxes on the Participant Deferrals. For each Plan Year in which a
Participant receives a Company Matching Contribution, the Company shall withhold from the portion of the Participant's Compensation that is not deferred under this Plan, in a manner determined by the
Company, the Participant's share of FICA and any other applicable employment taxes on the portion of the Company Matching Contribution that is vested. In addition, as the Company Matching Contribution
vests, the Company shall withhold from the portion of the Participant's Compensation that is not deferred under
this Plan, in a manner determined by the Company, the Participant's share of FICA and any other applicable employment taxes on the portion of the Participant's Account attributable to Company Matching
Contributions (and the deemed earnings thereon) that becomes vested in the Plan Year. If necessary, the Committee may reduce the Participant's Participant Deferrals to the extent necessary to comply
with this Section 3.4. All withholding of FICA under this Plan shall be done in compliance with Code section 3121(v) and the regulations promulgated thereunder. 


 
 

ARTICLE IV
  Valuation and Accounting    
  


 
  4.1    Plan Accounts.    
  



        The Company shall maintain or cause to be maintained a book accounting record of the Participant's Plan Account, showing the amounts of Participant Deferrals and
Company Matching Contributions. Prior Key Balances shall be maintained as separate Plan Accounts and accounted for separately. 


 
 

4.2    Crediting and Debiting of Plan Accounts.    
  


        In accordance with rules and procedures established by the Committee from time to time in its sole discretion, each Participant's Plan Account shall be credited
or debited with the income or loss attributable to the Measurement Fund or Funds elected by the Participant from time to time. 


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4.3    Election of Measurement Funds.    
  


        At the time each Participant makes his initial election under the Plan in accordance with Section 2.2, the Participant shall elect one or Measurement Funds
that shall be used to determine the additional amounts, if any, to be credited to his Plan Account for the first calendar quarter or portion thereof in which he participates in the Plan and continuing
thereafter, unless changed as provided in the next sentence. All allocations among Measurement Funds shall be made in increments of at least one percent (1%). Commencing with the first calendar
quarter that follows the Participant's commencement of participation in the Plan, no later than the fifth (5th) business day preceding the last business day of the calendar quarter, the Participant
may elect, by submitting an Election Form to the Committee that is actually received and accepted by the Committee, to add or delete one or more Measurement Funds, to change the allocation of his Plan
Account among Measurement Funds, or both. Elections made according to the previous sentence shall become effective on the next business day following the Committee's actual receipt and acceptance of
the Election Form and shall continue in effect until the Participant makes a subsequent election in accordance with the preceding sentence. The Committee may permit Participants to change their
elections more frequently. The Committee may adopt additional rules and procedures for making changes that it deems, in its sole discretion, to be necessary or appropriate. If a Participant fails to
elect at least one Measurement Fund, amounts, if any, to be credited to his Plan Account shall be determined by the Measurement Fund designated by the Committee as the default Measurement Fund.
Notwithstanding the foregoing, nothing contained in this Plan shall be construed to require the Committee to make Measurement Funds available to Participants, and in lieu thereof the manner in which
additional amounts may be credited or debited from Plan Accounts may be determined by the Company or the Trustee. 


 
 

4.4    Method of Crediting/Debiting Additional Amounts.    
  


        The Trustee will determine the performance (positive or negative) of each Measurement Fund in its reasonable discretion, based on the actual perfomance of each
Measurement Fund. Each Plan Account will be credited or debited on a daily basis based on the performance of the Measurement Fund or Funds selected by the Participant, as determined by the Committee
in its sole discretion, as though (a) the Plan Account were invested in the Measurement Fund or Funds, in the percentages applicable to that date, as of the close of business on that day at the
closing price on such day, (b) the Participant Deferral was invested in the Measurement Fund or Funds selected by the Participant, in the percentages applicable to the day, on the day the
amounts are withheld from the Participant's Compensation at the closing price on such date, and (c) any distribution made to a Participant that decreases the Plan Account ceased being invested
in the Measurement Fund or Funds, in the applicable percentages, on the business day prior to the distribution at the closing price on such date. The Company Matching Contribution, if any, for a Plan
Year shall be credited to Plan Accounts as of
the close of business on the first business day of February of the Plan Year following the Plan Year to which it relates. 


 
 

4.5    No Actual Investment.    
  


        The Measurement Funds are to be used for measurement purposes only. A Participant's election of any Measurement Fund, the crediting of additional amounts to his
Plan Account, or the debiting of amounts from his Plan Account shall not be considered or construed in any manner as an actual investment of his Plan Account in any Measurement Fund. If the Company or
the Trustee chooses to invest any funds in any one or more of the Measurement Funds, no Participant shall have any right in or to such investments. Each Participant's Plan Account shall be a
bookkeeping entry only and shall not represent in any manner an investment made on the Participant's behalf by the Company or the Trustee. Each Participant shall, at all times, remain an unsecured
general creditor of the Company. 


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4.6    Designation of Measurement Funds.    
  



        The Committee shall select one or more Measurement Funds for the sole purpose of determining amounts to be credited and debited from Plan Accounts. The Committee
may, in its sole discretion, add, discontinue, or subsititue one or more Measurement Funds. Any changes in the Management Funds shall take effect on the first day of the calendar quarter that follows
by at least thirty (30) days the date on which the Committee gives written notice to the Participants of the change. 


 
 

ARTICLE V
  Distributions    
  


 
  5.1    Time of Distribution.    
  


        The amount credited to a Participant's Plan Account shall be distributed to the Participant (or his Beneficiary), or distributions shall begin, on the first day
of the month next following 30 days after the date on which the Participant's service with the Company terminates, whether such service terminates because of death, Disability, Retirement,
voluntary termination or termination by the Company. Prior Key Balances shall be distributed at the time provided in the applicable plan document or pursuant to the election that was in effect on
September 30, 2002. 


 
 

5.2    Method and Amount of Distribution.    
  


        (a)  If
the Participant terminates service with the Company for any reason, the Participant shall be entitled to the payment of an amount equal to the amount credited to his
Plan Account as of the last day of the date of payment. 


        (b)  The
amount credited to the Participant's Plan Account shall be paid in a cash lump sum or in annual installments over a period not longer than 15 years, as the
Participant shall elect. A Participant shall elect the manner in which the Plan Account shall be paid at the time the Participant commences participation in the Plan. A Participant may change the
manner in which the Plan Account shall be paid once each Plan Year at the same time the Particpant makes deferral elections for the following Plan Year; a changed election shall not be effective until
the first day of the second Plan Year following the Plan Year in which it was made. By way of example, if a Participant changes his or her election in November 2003, the changed election will
not become effective until January 1, 2005. If the Plan Account becomes payable prior to January 1, 2005, it shall be paid according to the election that was in effect immediately prior
to the change in elections in November 2003. However, if the amount credited to the Participant's Plan Account at the time distributions are to commence is less than $10,000, the amount shall
be paid in a cash lump sum notwithstanding the Participant's election. A lump sum shall be paid not later than 60 days after the occurrence of the distributable event described in
Section 5.1 above. If the amount is paid in installments, the first installment shall be paid on the first day of the month next following the Participant's termination of service. Each
subsequent annual installment payment shall be made on the first business day of the same month, following the crediting and debiting of Plan Accounts pursuant to Section 4.4 as of the last day
of the first calendar quarter. If the period for payment of installments is 10 years, the first installment shall be 1/10th of the balance in the Participant's Plan Account; the
second installment shall be 1/9th of the balance in the Participant's Plan Account, etc. Annual installments payable over other periods shall be determined in the same manner. 


        (c)  Prior
Key Balances shall be distributed according to the method specified in the Participant's election in effect on September 30, 2002. 


 
 

5.3    Distribution Upon Change in Control.    
  



        In the event of a Change in Control of the Company, each Participant in the Plan, and each Participant or beneficiary receiving payments from the Plan, shall
receive an immediate cash lump sum 


9





 




payment of the amount allocated to his Plan Account as of the last day of the monthimmediately preceding the date of such Change in Control. Such payment shall be made no later than 30 days
following the date of the Change in Control. 


 
 

5.4    Source of Payments.    
  


        All amounts payable to any person under this Plan shall be paid from the general assets of the Company as such amounts become due and payable or, in the sole
discretion of the Company, such amounts may be paid from the Trust in accordance with the provisions of the Trust and upon the written direction of the Company. 


 
 

5.5    Beneficiaries.    
  


        Each Participant shall designate one or more persons, trusts or other entities as his Beneficiary to receive any amounts distributable hereunder at the time of
the Participant's death. Such designation shall be made by the Participant on a Beneficiary Designation Form supplied by the Committee at his initial enrollment and may be changed from time to time by
the Participant. Any such beneficiary designation shall apply to all amounts payable to a Participant hereunder. In the absence of an effective beneficiary designation as to part or all of a
Participant's interest in the Plan, such amount shall be distributed to the personal representative of the Participant's estate. 


 
 

5.6    Withholding.    
  


        All amounts payable under the provisions of this Plan to any person shall be subject to withholding of applicable tax and other items in accordance with federal,
state and local law. 


 
 

ARTICLE VI
  Administration    
  


 
  6.1    The Committee—Plan Administrator.    
  


        (a)  The
Governance Committee of the Board of Directors (or such other committee of the Board of Directors that has authority over executive compensation) shall constitute
the administrative committee for this Plan. The Committee shall administer the Plan in accordance with its terms and purposes. 



        (b)  The
Committee may designate an individual to serve as Plan Administrator and may at any time revoke a prior designation and select a different individual to serve as
Plan Administrator. 


 
 

6.2    Committee to Administer and Interpret Plan.    
  


        The Committee shall administer the Plan and shall have all powers necessary for that purpose, including, but not by way of limitation, the full discretion,
authority, and power to interpret the Plan, to determine the eligibility, status and rights of all persons under the Plan and, in general, to decide any dispute. The Committee shall maintain all Plan
records except records of the Trust. 


 
 

6.3    Organization of Committee.    
  


        The Committee shall adopt such rules as it deems desirable for the conduct of its affairs and for the administration of the Plan. It may appoint agents (who need
not be members of the Committee) to whom it may delegate such powers as it deems appropriate, except that any dispute shall be determined by the Committee. The Committee may make its determinations
with or without meetings. It may authorize one or more of its members or agents to sign instructions, notices and determinations on its behalf. The action of a majority of the Committee shall
constitute the action of the Committee. 


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6.4    Indemnification.    
  


        The Committee, the Plan Administrator and all of the other agents and representatives of the Committee shall be indemnified and saved harmless by the Company
against any claims, and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims judicially determined to be
attributable to gross negligence or willful misconduct. 


 
 

6.5    Agent for Process.    
  


        The Committee shall be agent of the Plan for service of all process. 


 
 

6.6    Determination of Committee Final.    
  


        The decisions made by the Committee shall be final and conclusive on all persons. 


 
 

6.7    The Trustee.    
  


        The Trustee shall be responsible for: (a) the investment of the Trust Fund to the extent and in the manner provided herein and in the Trust Agreement;
(b) the custody and preservation of Trust assets delivered to it; and (c) making such distributions from the Trust fund as the Company shall direct. The Trustee shall have only the
responsibilities specified in this section and in the Trust Agreement. 


 
 

ARTICLE VII
  Trust    
  


 
  7.1    Trust Agreement.    
  



        The Company may enter into a Trust Agreement with a Trustee to provide for the holding, investment and administration of the funds of the Plan. Any such Trust
Agreement shall be part of the Plan, and the rights and duties of any person under the Plan shall be subject to all of the terms and provisions of the Trust Agreement. 


 
 

7.2    Expenses of Trust.    
  


        The parties expect that the Trust will be treated as though it were not a separate taxpaying entity for federal and state income tax purposes and that, as a
consequence, the Trust will not be subject to income tax with respect to its income. However, if the Trust should be taxable, the Company shall
contribute the amount necessary to pay such taxes to the Trust and the Trustee shall pay all such taxes out of the Trust. All expenses of administering the Trust shall be paid by the Company. 


 
 

7.3    Investments.    
  


        The Trustee shall invest the amounts in the Trust as provided in the Trust Agreement. Nothing contained in this Section 7.3 shall be construed to require
the Company or the Committee to fund any Participant's Plan Account, and the Measurement Funds shall be used solely as a means to establish income and loss without the actual funding of the
Participants' Plan Accounts. 


 
 

ARTICLE VIII
  Amendment and Termination    
  


 
  8.1    Termination of Deferrals.    
  


        The Company, through action of its Board of Directors, may terminate future Participant Deferrals under the Plan at any time, for any reason. If deferrals are
discontinued, the Plan and Trust shall 


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continue to operate in accordance with their respective terms and distributions shall be made to Participants (and Beneficiaries) in accordance with the provisions of the Plan. 


 
 

8.2    Termination of Plan.    
  


        The Company expects to continue this Plan indefinitely, but the Company may terminate this Plan at any time. Notwithstanding the foregoing, the Company shall not
terminate this Plan as to its employees solely for the purpose of accelerating the distribution of benefits to its employees. 


 
 

8.3    Benefits Distributable Upon Termination.    
  


        Notwithstanding Section 8.1 above, the Company shall distribute, or cause the Trustee to distribute, all benefits that have accrued under the Plan,
together with all benefits that have accrued under the Plan
for former Participants or Beneficiaries, as of the date of termination of the Plan, with such benefits computed and distributed as though all Participants terminated employment with the Company on
the date of Plan termination. 


 
 

8.4    Amendment by Company.    
  


        The Company may amend this Plan at any time and from time to time, but no amendment shall reduce any benefit that has accrued on the effective date of the
amendment. 


 
 

ARTICLE IX
  Miscellaneous    
  


 
  9.1    Funding of Benefits—No Fiduciary Relationship.    
  


        All benefits payable under this Plan shall be distributed as they become due and payable either by the Company out of its general assets or from the Trust, as
determined by the Company in its sole discretion. Nothing contained in this Plan shall be deemed to create any fiduciary relationship between the Company and the Participants. The Plan constitutes a
mere promise by the Company to make benefit payments in the future. To the extent that any person acquires a right to receive benefits under this Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company. The Trust and any assets held by the Trust to assist the Company in meeting its obligations under the Plan shall conform to the model trust described in
Internal Revenue Service Revenue Procedure 92-64. 


 
 

9.2    Reimbursement for Certain Expenses.    
  


        The Plan and Trust have been established with the intent and understanding that, for federal income tax purposes, Participants in the Plan will not be subject to
tax with respect to their participation in the Plan until such time as distributions are actually made to the Participants in accordance with the provisions of the Plan. If a Participant is treated by
the Internal Revenue Service as having received income with respect to the Plan in a year prior to the actual receipt of distributions under the Plan, the Company shall reimburse the Participant for
all reasonable legal and accounting costs incurred by the Participant in contesting such proposed treatment. 


 
 

9.3    Right to Terminate Employment.    
  


        The Company may terminate the employment of any Participant as freely and with the same effect as if this Plan were not in existence. 


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9.4    Inalienability of Benefits, Participants' Status.    
  


        No Participant shall have the right to assign, transfer, hypothecate, encumber or anticipate his interest in any benefits under this Plan, nor shall the benefits
under this Plan be subject to any legal process to levy upon or attach the benefits for payment for any claim against the Participant or his spouse. If any Participant's benefits are garnished or
attached by the order of any court, the Company may bring an action for declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be distributed
pursuant to the Plan. During the pendency of the action, any benefits that become distributable shall be paid into the court as they become distributable, to be distributed by the court to the
recipient it deems proper at the conclusion of the action. 


 
 

9.5    Claims Procedure.    
  



        (a)    Filing a Claim.    All claims shall be filed in writing by the Participant, his
beneficiary, or the authorized representative of the claimant, by completing the procedures that the Committee requires. The procedures shall be reasonable and may include the completion of forms and
the submission of documents and additional information. All claims under this Plan shall be filed in writing with the Committee according to the Committee's procedures no later than one year after the
occurrence of the event that gives rise to the claim. If the claim is not filed within the time described in the preceding sentence, the claim shall be barred. 



        (b)    Review of Initial Claim.    



        (i)    Initial Period for Review of the Claim.    The Committee shall review all materials and
shall decide whether to approve or deny the claim. If a claim is denied in whole or in part, written notice of denial shall be furnished by the Committee to the claimant within a reasonable time after
the claim is filed but not later than 90 days after the Committee receives the claim. The notice shall set forth the specific
reason(s) for the denial, reference to the specific plan provisions on which the denial is based, a description of any additional material or information necessary for the claimant to perfect his
claim and an explanation of why such material or information is necessary, and a description of the Plan's review procedures, including the applicable time limits and a statement of the claimant's
right to bring a civil action under ERISA section 502(a) following a denial of the appeal. 


        (ii)    Extension.    If the Committee determines that special circumstances require an
extension of time for processing the claim, it shall give written notice to the claimant and the extension shall not exceed 90 days. The notice shall be given before the expiration of the
90 day period described in section 9.5(b)(i) above and shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render its
decision. 




        (c)    Appeal of Denial of Initial Claim.    The claimant may request a review upon written
application, may review pertinent documents, and may submit issues or comments in writing. The claimant must request a review within the reasonable period of time prescribed by the Committee. In no
event shall such a period of time be less than 60 days. 


        (d)    Review of Appeal.    



        (i)    Initial Period for Review of the Appeal.    The Committee shall conduct all reviews of
denied claims and shall render its decision within a reasonable time, but not less than 60 days of the receipt of the appeal by the Committee. The claimant shall be notified of the Committee's
decision in a notice, which shall set forth the specific reason(s) for the denial, reference to the specific plan provisions on which the denial is based, a statement that the claimant 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 claimant's claim, and a statement of the claimant's right to
bring a civil action under ERISA section 502(a) following a denial of the appeal. 



13





 

        (ii)    Extension.    If the Committee determines that special circumstances require an
extension of time for reviewing the appeal, it shall give written notice to the claimant and the extension shall not exceed 60 days. The notice shall be given before the expiration of the
60 day period described in section 9.5(d)(i) above and shall indicate the special circumstances requiring the extension and the date by which the Committee expects to render its
decision. 




        (e)    Form of Notice to Claimant.    The notice to the claimant shall be given in writing or
electronically and shall be written in a manner calculated be understood by the claimant. If the notice is given electronically, it shall comply with the requirements of Department of Labor Regulation
section 2520.104b-1(c)(1)(i), (iii), and (iv). 


        (f)    Discretionary Authority of Committee.    The Committee shall have full discretionary
authority to determine eligibility, status, and the rights of all individuals under the Plan, to construe any and all terms of the Plan, and to find and construe all facts. 


 
 

9.6    Disposition of Unclaimed Distributions.    
  


        Each Participant must file with the Company from time to time in writing his address and each change of address. Any communication, statement or notice addressed
to a Participant at his last address filed with Company, or if no address is filed with the Company, then at his last address as shown on the Company's records, will be binding on the Participant and
his spouse for all purposes of the Plan. The Company shall not be required to search for or locate a Participant or his spouse. 


 
 

9.7    Distributions Due Minors or Incompetents.    
  


        If any person entitled to a distribution under the Plan is a minor, or if the Committee determines that any such person is incompetent by reason of physical or
mental disability, whether or not legally adjudicated an incompetent, the Committee shall have the power to cause the distributions becoming due to such person to be made to another for his or her
benefit, without responsibility of the Committee or the Trustee to see to the application of such distributions. Distributions made pursuant to such power shall operate as a complete discharge of the
Company, the Trust, the Trustee and the Committee. 


 
 

9.8    Governing Law.    
  


        This Plan shall be governed by the laws of the State of Colorado to the extent such laws are not pre-empted by federal law. 


Dated:




	ATTEST:	 	CIMAREX ENERGY CO.
	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
	 	 	 	





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TABLE OF CONTENTS    
  



 



	RECITALS
	ARTICLE I Definitions
	1.1 Beneficiary
	1.2 Change in Control
	1.3 Code
	1.4 Committee
	1.5. Company
	1.6 Company Matching Contributions
	1.7 Compensation
	1.8 Disability
	1.9 Election Agreement
	1.10 FICA
	1.11 401(k) Plan
	1.12 Measurement Fund
	1.13 Participant
	1.14 Participant Deferrals
	1.15 Plan Account
	1.16 Plan Year
	1.17 Prior Key Balances
	1.18 Retirement
	1.19 Trust
	1.20 Trust Agreement
	1.21 Trustee
	1.22 Valuation Date
	ARTICLE II Eligibility and Participation
	2.1 Eligibility and Participation.
	2.2 Enrollment.
	2.3 Failure of Eligibility.
	ARTICLE III Contributions
	3.1 Participant Deferrals.
	3.2 Excess Participant Deferrals.
	3.3 Company Matching Contributions.
	3.4 FICA.
	ARTICLE IV Valuation and Accounting
	4.1 Plan Accounts.
	4.2 Crediting and Debiting of Plan Accounts.
	4.3 Election of Measurement Funds.
	4.4 Method of Crediting/Debiting Additional Amounts.
	4.5 No Actual Investment.
	4.6 Designation of Measurement Funds.
	ARTICLE V Distributions
	5.1 Time of Distribution.
	5.2 Method and Amount of Distribution.
	5.3 Distribution Upon Change in Control.
	5.4 Source of Payments.
	5.5 Beneficiaries.
	5.6 Withholding.



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	ARTICLE VI Administration
	6.1 The Committee—Plan Administrator.
	6.2 Committee to Administer and Interpret Plan.
	6.3 Organization of Committee.
	6.4 Indemnification.
	6.5 Agent for Process.
	6.6 Determination of Committee Final.
	6.7 The Trustee.
	ARTICLE VII Trust
	7.1 Trust Agreement.
	7.2 Expenses of Trust.
	7.3 Investments.
	ARTICLE VIII Amendment and Termination
	8.1 Termination of Deferrals.
	8.2 Termination of Plan.
	8.3 Benefits Distributable Upon Termination.
	8.4 Amendment by Company.
	ARTICLE IX Miscellaneous
	9.1 Funding of Benefits—No Fiduciary Relationship.
	9.2 Reimbursement for Certain Expenses.
	9.3 Right to Terminate Employment.
	9.4 Inalienability of Benefits, Participants' Status.
	9.5 Claims Procedure.
	9.6 Disposition of Unclaimed Distributions.
	9.7 Distributions Due Minors or Incompetents.
	9.8 Governing Law.




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