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  TABLE OF CONTENTS




 
 

Exhibit 10.14    
  


CIMAREX ENERGY CO.  


 2002 STOCK INCENTIVE PLAN  


amended and restated, effective March 3, 2003  






  



 

TABLE OF CONTENTS    
  



 



	 
	 	 

	ARTICLE I PURPOSE
	 	SECTION 1.1	 	Purpose
	 	SECTION 1.2	 	Establishment; Amendment
	 	SECTION 1.3	 	Shares Subject to the Plan
	

ARTICLE II DEFINITIONS
	 	SECTION 2.1	 	Affiliated Entity
	 	SECTION 2.2	 	Award
	 	SECTION 2.3	 	Award Agreement
	 	SECTION 2.4	 	Board
	 	SECTION 2.5	 	Change of Control Event
	 	SECTION 2.6	 	Code
	 	SECTION 2.7	 	Committee
	 	SECTION 2.8	 	Common Stock
	 	SECTION 2.9	 	Company
	 	SECTION 2.10	 	Date of Grant
	 	SECTION 2.11	 	Director
	 	SECTION 2.12	 	Eligible Employee
	 	SECTION 2.13	 	Exchange Act
	 	SECTION 2.14	 	Fair Market Value
	 	SECTION 2.15	 	Incentive Stock Option
	 	SECTION 2.16	 	Nonqualified Stock Option
	 	SECTION 2.17	 	Option
	 	SECTION 2.18	 	Participant
	 	SECTION 2.19	 	Plan
	 	SECTION 2.20	 	Restricted Stock Award
	 	SECTION 2.21	 	Stock Unit
	 	SECTION 2.22	 	Subsidiary
	

ARTICLE III PLAN ADMINISTRATION
	 	SECTION 3.1	 	Administration of the Plan; the Committee
	 	SECTION 3.2	 	Committee to Make Rules and Interpret Plan
	 	SECTION 3.3	 	Administration of Grants to Directors
	 	SECTION 3.4	 	Delegation by Committee
	

ARTICLE IV GRANT OF AWARDS
	 	SECTION 4.1	 	Committee to Grant Awards
	 	SECTION 4.2	 	Substituted Options
	

ARTICLE V ELIGIBILITY
	

ARTICLE VI STOCK OPTIONS
	 	SECTION 6.1	 	Grant of Options
	 	SECTION 6.2	 	Conditions of Options
	 	SECTION 6.3	 	Transferability
	 	SECTION 6.4	 	Restoration Options
	 	SECTION 6.5	 	No Repricing
	

ARTICLE VII RESTRICTED STOCK AWARDS
	 	SECTION 7.1	 	Grant of Restricted Stock Awards
	 	SECTION 7.2	 	Conditions of Restricted Stock Awards



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ARTICLE VIII STOCK UNITS
	

ARTICLE IX STOCK ADJUSTMENTS
	

ARTICLE X GENERAL
	 	SECTION 10.1	 	Amendment or Termination of Plan
	 	SECTION 10.2	 	Termination of Employment
	 	SECTION 10.3	 	Withholding Taxes
	 	SECTION 10.4	 	Change of Control
	 	SECTION 10.5	 	Amendments to Awards
	 	SECTION 10.6	 	Changes in Accounting Rules
	 	SECTION 10.7	 	Investment Representations
	 	SECTION 10.8	 	Regulatory Approval and Listings
	 	SECTION 10.9	 	Right to Continued Employment
	 	SECTION 10.10	 	Reliance on Reports
	 	SECTION 10.11	 	Construction
	 	SECTION 10.12	 	Governing Law




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CIMAREX ENERGY CO.  


 2002 STOCK INCENTIVE PLAN  


 
 

ARTICLE I    
    
    PURPOSE    
  


 
 
 

        SECTION
1.1 Purpose. This 2002 Stock Incentive Plan (the "Plan") is established by Cimarex Energy Co. (the "Company") to create incentives
that are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their
position, ability and diligence are able to make important contributions to the Company's success. Toward these objectives, the Plan provides for the granting of Options and Restricted Stock Awards to
Eligible Employees and Directors subject to the conditions set forth in the Plan. 


 
 
 

        SECTION
1.2 Establishment; Amendment. The Plan was originally effective as of October 1, 2002 and for a period of ten years
thereafter. The Plan shall continue in effect until all matters relating to the payment of Awards and administration of the Plan have been settled. The Plan is amended and restated in its entirety, to
be effective as of March 3, 2003, to provide for the issuance of stock units and to provide for the transfer of non-qualified stock options to a spouse or former spouse in
connection with the option holder's divorce. 


 
 
 

        SECTION
1.3 Shares Subject to the Plan. Subject to the limitations set forth in the Plan, Awards may be made under this Plan for a total
of seven million (7,000,000) shares of Common Stock. 


 
 

ARTICLE II    
    
    DEFINITIONS    
  


        The following terms shall have the meanings set forth below: 


 
 
 

        SECTION
2.1 "Affiliated Entity" means any partnership or limited liability company in which a majority of the partnership or other similar
interest thereof is owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries or Affiliated Entities or a combination thereof. For purposes hereof, the Company, a
Subsidiary or an Affiliated Entity shall be deemed to have a majority ownership interest in a partnership or limited liability company if the Company, such Subsidiary or Affiliated Entity shall be
allocated a majority of partnership or limited liability company gains or losses or shall be or control a managing director or a general partner of such partnership or limited liability company. For
purposes of Incentive Stock Options granted pursuant to the Plan, an "Affiliated Entity" means any parent or subsidiary of the Company as defined in Section 424 of the Code. 


 
 
 

        SECTION
2.2 "Award" means, individually or collectively, any Option or Restricted Stock Award granted under the Plan to an Eligible
Employee or Director by the Committee pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Award Agreement or otherwise. 


 
 
 

        SECTION
2.3 "Award Agreement" means any written instrument that establishes the terms, conditions, restrictions, and/or limitations
applicable to an Award in addition to those established by this Plan and by the Committee's exercise of its administrative powers. 


 
 
 

        SECTION
2.4 "Board" means the Board of Directors of the Company. 


 
 
 
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        SECTION
2.5 "Change of Control Event" means any one of the following: 



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



        (A)  any
acquisition directly from the Company, 


        (B)  any
acquisition by the Company, 


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


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



        (E)  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, 


        (F)  any
acquisition by any corporation pursuant to a transaction that complies with clauses (1) (2), and (3) of subsection (iii) of this
Section 2.5, 


        (G)  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 


        (H)  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". 




        (ii)  Individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose election, appointment or nomination for election by the Company's shareholders, was approved by a vote of at least
a 



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majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for purposes of this definition, any
such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board; or 



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


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


 
 
 

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        SECTION
2.6 "Code" means the Internal Revenue Code of 1986, as amended. References in the Plan to any section of the Code shall be
deemed to include any amendments or successor provisions to such section and any regulations under such section. 


 
 
 

        SECTION
2.7 "Committee" means a committee consisting of members of the Board who are empowered hereunder to take actions in the
administration of the Plan. If applicable, the Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under
the Exchange Act. Except as provided in Section 3.2, the Committee shall select Participants from Eligible Employees and Directors and shall determine the awards to be made pursuant to the Plan
and the terms and conditions thereof. 


 
 
 

        SECTION
2.8 "Common Stock" means the common stock, par value $0.01 per share, of the Company, and after substitution, such other stock as
shall be substituted therefor as provided in Article VIII. 


 
 
 

        SECTION
2.9 "Company" means Cimarex Energy Co., a Delaware corporation. 


 
 
 

        SECTION
2.10 "Date of Grant" means the date on which the granting of an Award to a Participant is authorized by the Committee or such
later date as may be specified by the Committee in such authorization. 


 
 
 

        SECTION
2.11 "Director" means any person who is a member of the Board and is not an employee of the Company, a Subsidiary or an Affiliated
Entity. 


 
 
 

        SECTION
2.12 "Eligible Employee" means any employee (including, without limitation, officers and directors who are also employees) of the
Company or a Subsidiary or an Affiliated Entity thereof. For purposes of the Plan, an employee is any individual who provides services to the Company or any Subsidiary or Affiliated Entity thereof as
a common law employee and whose remuneration is subject to the withholding of federal income tax pursuant to section 3401 of the Code. Employee shall not include any individual (A) who
provides services to the Company or any Subsidiary or Affiliated Entity thereof under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an
independent contractor or (B) whose remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to section 3401 of the Code even
if the individual is subsequently reclassified as a common law employee as a result of a final decree of a court of competent jurisdiction or the settlement of an administrative or judicial
proceeding. Leased employees shall not be treated as employees under this Plan. 


 
 
 

        SECTION
2.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


 
 
 

        SECTION
2.14 "Fair Market Value" means (i) during such time as the Common Stock is listed upon the New York Stock Exchange or other
exchanges or the Nasdaq/National Market System, the average of the highest and lowest sales prices of the Common Stock as reported by such stock exchange or exchanges or the Nasdaq/National Market
System on the day for which such value is to be determined, or if no sale of the Common Stock shall have been made on any such stock exchange or the Nasdaq/National Market System that day, on the next
preceding day on which there was a sale of such Common Stock or (ii) during any such time as the Common Stock is not listed upon an established stock exchange or the Nasdaq/National Market
System, the mean between dealer "bid" and "ask" prices of the Common Stock in the over-the-counter market on the day for which such value is to be determined, as reported by
the National Association of Securities Dealers, Inc. If, upon exercise of an Option, the exercise price is paid by a broker's transaction as provided in subsection 6.2(ii), Fair Market
Value, for purposes of the exercise, shall be the price at which the Stock is sold by the broker. 


 
 
 

        SECTION
2.15 "Incentive Stock Option" means an Option designated as such and granted in accordance with Section 422 of the Code. 


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        SECTION
2.16 "Nonqualified Stock Option" means an Option that is not an Incentive Stock Option. 


 
 
 

        SECTION
2.17 "Option" means an Award granted under Article VI of the Plan and includes both Nonqualified Stock Options and
Incentive Stock Options to purchase shares of Common Stock. 


 
 
 

        SECTION
2.18 "Participant" means an Eligible Employee or Director of the Company, a Subsidiary, or an Affiliated Entity to whom an Award
has been granted by the Committee under the Plan. 


 
 
 

        SECTION
2.19 "Plan" means the Cimarex Energy Co. 2002 Stock Incentive Plan. 


 
 
 

        SECTION
2.20 "Restricted Stock Award" means an Award granted to a Participant under Article VII of the Plan. 


 
 
 


        SECTION
2.21 "Stock Unit" means a measurement component equal to the Fair Market Value of one share of Common Stock on the date for which
a determination is made pursuant to the provisions of this Plan. 


 
 
 

        SECTION
2.22 "Subsidiary" shall have the same meaning set forth in Section 424 of the Code. 


 
 

ARTICLE III    
    
    PLAN ADMINISTRATION    
  


 
 
 

        SECTION
3.1 Administration of the Plan; the Committee. The Committee shall administer the Plan. Unless otherwise provided in the
by-laws of the Company or the resolutions adopted from time to time by the Board establishing the Committee, the Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall be filled by the Board. The Committee shall hold meetings at such times and places as it may determine. A majority of the members of the
Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present or acts reduced to or approved in writing by a majority of the
members of the Committee shall be the valid acts of the Committee. 


        Subject
to the provisions of the Plan, the Committee shall have exclusive power to: 



        (i)    Select
the Participants to be granted Awards. 


        (ii)  Determine
the time or times when Awards will be made. 


        (iii)  Determine
the form of an Award, whether an Option or a Restricted Stock Award, the number of shares of Common Stock subject to the Award, all the terms, conditions
(including performance requirements), restrictions and/or limitations, if any, of an Award, including the time and conditions of exercise or vesting, and the terms of any Award Agreement, which may
include the waiver or amendment of prior terms and conditions or acceleration or early vesting or payment of an Award under certain circumstances determined by the Committee. 


        (iv)  Determine
whether Awards will be granted singly or in combination. 


        (v)  Accelerate
the vesting, exercise or payment of an Award or the performance period of an Award. 


        (vi)  Take
any and all other action it deems necessary or advisable for the proper operation or administration of the Plan. 


 
 
 


        SECTION
3.2 Committee to Make Rules and Interpret Plan. The Committee in its sole discretion shall have the authority, subject to
the provisions of the Plan, to establish, adopt, or revise such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the
administration of the Plan. The Committee's interpretation of the Plan or any Awards 


5





 


and all decisions and determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties. 


 
 
 

        SECTION
3.3 Administration of Grants to Directors. The Board shall have the exclusive power to select Directors for participation in the
Plan and to determine the number of Nonqualified Stock Options or shares of Restricted Stock awarded to Directors selected for participation in the Plan. The Committee shall administer all other
aspects of Awards made to Directors. 


 
 
 

        SECTION
3.4 Delegation by Committee. The Committee may, from time to time, delegate, to specified officers of the Company, the power and
authority to grant Awards under the Plan to specified groups of Eligible Employees, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation
shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine certain terms and conditions of an Award, all references in
the Plan to the Committee's exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power and
authority to make such determination. The power and authority to grant Awards to any Eligible Employee who is covered by Section 16(b) of the Exchange Act shall not be delegated by the
Committee. 


 
 

ARTICLE IV    
    
    GRANT OF AWARDS    
  


 
 
 

        SECTION
4.1 Committee to Grant Awards. The Committee may, from time to time, grant Awards to one or more Participants, provided, however,
that; 



        (i)    Subject
to Article VIII, the aggregate number of shares of Common Stock made subject to the Award of Options to any Participant in any calendar year may not
exceed one million (1,000,000). 


        (ii)  Subject
to Article VIII, in no event shall more than one million (1,000,000) (14%) of the shares of Common Stock subject to the Plan be awarded to
Participants as Restricted Stock Awards (the "Restricted Stock Award Limit"). 


        (iii)  Any
shares of Common Stock related to Awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Common Stock or are
exchanged in the Committee's discretion for Awards not involving Common Stock, and any shares of Common Stock withheld for the payment of taxes pursuant to Section 9.3 or received by the
Company as payment of the exercise price of an Option shall be available again for grant under the Plan; provided, however, that no more than seven million (7,000,000) shares of Common Stock
may be issued under Incentive Stock Options. 


        (iv)  Common
Stock delivered by the Company in payment of any Award under the Plan may be authorized and unissued Common Stock or Common Stock held in the treasury of the
Company. 


        (v)  The
Committee shall, in its sole discretion, determine the manner in which fractional shares arising under this Plan shall be treated. 



        (vi)  Separate
certificates representing Common Stock to be delivered to a Participant upon the exercise of any Option will be issued to such Participant. 


 
 
 


        SECTION
4.2 Substituted Options. Pursuant to the Agreement and Plan of Merger among the Company, Helmerich & Payne, Inc.
("H&P"), Key Production Company, Inc. ("Key"), and others, the Company agreed to substitute Options and shares of Restricted Stock for outstanding options and shares of restricted stock granted
by H&P and Key. The Committee shall grant the substituted Options 


6





 


and shares of Restricted Stock under this Plan. Substituted Options and Restricted Stock shall be granted pursuant to the Agreement and Plan of Merger under this Plan from the seven million
(7,000,000) shares of Common Stock authorized for Awards under this Plan. The terms and conditions of the substituted Options and shares of Restricted Stock shall be the same as the terms and
conditions of the options and shares of restricted stock that they replace. 


 
 

ARTICLE V    
    
    ELIGIBILITY    
  


        Subject to the provisions of the Plan, the Committee shall, from time to time, select from the Eligible Employees and Directors those to whom Awards shall be
granted and shall determine the type or types of Awards to be made and shall establish in the related Award Agreements the terms, conditions, restrictions and/or limitations, if any, applicable to the
Awards in addition to those set forth in the Plan and the administrative rules and regulations issued by the Committee. The Board shall select from the Directors, those to whom Awards shall be granted
and determine the type or types of Awards to be made to Directors. 


 
 

ARTICLE VI    
    
    STOCK OPTIONS    
  


 
 
 

        SECTION
6.1 Grant of Options. The Committee may, from time to time, subject to the provisions of the Plan and such other terms and
conditions as it may determine, grant Options to Eligible Employees. These Options may be Incentive Stock Options or Nonqualified Stock Options, or a combination of both. The Board may, from time to
time, subject to the terms of the Plan and such other terms and conditions as it may determine, grant Nonqualified Stock Options to Directors. Each grant of an Option shall be evidenced by an Award
Agreement executed by the Company and the Participant, and shall contain such terms and conditions and be in such form as the Committee may from time to time approve, subject to the requirements of
Section 6.2. 


 
 
 

        SECTION
6.2 Conditions of Options. Each Option so granted shall be subject to the following conditions: 



        (i)    Exercise Price. As limited by Section 6.2(v) below, each Option shall state the exercise price which shall
be set by the Committee at the Date of Grant; provided, however, no Option shall be granted at an exercise price which is less than the Fair Market Value of the Common Stock on the Date of Grant. 



        (ii)  Form of Payment. The exercise price of an Option may be paid (1) in cash or by check, bank draft or money
order payable to the order of the Company; (2) by delivering shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the exercise price, but only to the
extent such exercise of an Option would not result in an accounting compensation charge with respect to the shares used to pay the exercise price unless otherwise determined by the Committee, or
(3) a combination of the foregoing. In addition to the foregoing, any Option granted under the Plan may be exercised by a broker-dealer acting on behalf of a Participant if (A) the
broker-dealer has received from the Participant or the Company a notice evidencing the exercise of such Option and instructions signed by the Participant requesting the Company to deliver the shares
of Common Stock subject to such Option to the broker-dealer on behalf of the Participant and specifying the account into which such shares should be deposited, (B) adequate provision has been
made with respect to the payment of any withholding taxes due upon such exercise or, in the case of an Incentive Stock Option, upon the disposition of such shares and (C) the broker-dealer and
the Participant have otherwise complied with 



7





 





Section 220.3(e)(4) of Regulation T, 12 CFR, Part 220 and any successor rules and regulations applicable to such exercise. 


        (iii)  Exercise of Options. Options granted under the Plan shall be exercisable, in whole or in such installments and at such
times, and shall expire at such time, as shall be provided by the Committee in the Award Agreement. Exercise of an Option shall be by written notice to the Secretary stating the election to exercise
and the number of shares of Common Stock with respect to which the Option is exercised and shall be in the form determined by the Committee. Every share of Common Stock acquired through the exercise
of an Option shall be deemed to be fully paid at the time of exercise and payment of the exercise price and applicable withholding taxes, except as provided in the next sentence. If the Option Price
is paid by means of a broker's transaction described in subsection 6.2(ii), in whole or in part, the closing of the purchase of the Common Stock under the Option shall take place (and the
Option shall be treated as exercised) on the date on which, and only if, the sale of Common Stock upon which the broker's transaction was based has been closed and settled, unless the Participant
makes an irrevocable written election, at the time of exercise of the Option, to have the exercise treated as fully effective for all purposes upon receipt of the exercise price by the Company
regardless of whether or not the sale of the Common Stock by the broker is closed and settled. The Committee shall make such additional rules as it determines to be necessary for the administration of
the exercise of Options. 


        (iv)  Other Terms and Conditions. Among other conditions that may be imposed by the Committee, if deemed appropriate, are
those relating to (1) the period or periods and the conditions of exercisability of any Option; (2) the minimum periods during which Participants must be employed by the Company,
its Subsidiaries, or an Affiliated Entity, or must hold Options before they may be exercised; (3) the minimum periods during which shares acquired upon exercise must be held before sale or
transfer shall be permitted; (4) conditions under which such Options or shares may be subject to forfeiture; (5) the frequency of exercise or the minimum or maximum number of shares that
may be acquired at any one time; (6) the achievement by the Company of specified performance criteria; and (7) non-compete and protection of business matters. 


        (v)  Special Restrictions Relating to Incentive Stock Options. Options issued in the form of Incentive Stock Options shall
only be granted to individuals who are Eligible Employees of the Company or a Subsidiary. Furthermore, Incentive Stock Options shall, in addition to being subject to all applicable terms, conditions,
restrictions and/or limitations established by the Committee, comply with the requirements of Section 422 of the Code, including, without limitation, the requirement that the exercise price of
an Incentive Stock Option not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant, the requirement that each Incentive Stock Option, unless sooner exercised, terminated
or cancelled, expire no later than 10 years from its Date of Grant, and the requirement that the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company or any Subsidiary) not exceed $100,000.
Incentive Options granted to an Participant who is the holder of record of 10% or more of the outstanding Stock of the Company shall have an Option Price equal to 110% of the Fair Market Value of the
Shares on the date of grant of the Option and the Option Period for any such Option shall not exceed five years. 


        (vi)  Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Options will be
used for general corporate purposes. 


        (vii) Shareholder Rights. No Participant shall have a right as a shareholder with respect to any share of Common Stock
subject to an Option prior to purchase of such shares of Common Stock by exercise of the Option. 



8







  



 
 
 

        SECTION
6.3 Transferability.



        (i)    General Rule: No Lifetime Transfers. An Option shall not be transferable by a Participant except by will or pursuant to
the laws of descent and distribution. An Option shall be exercisable during the Participant's lifetime only by him or her, or in the event of disability or incapacity, by his or her guardian or legal
representative. The Participant's guardian or legal representative shall have all of the rights of the Participant under this Plan. 


        (ii)  InterVivos Transfer to Certain Family Members. The Committee may, however, provide at the time of grant or thereafter
that the Participant may transfer a Nonqualified Option to a member of the Participant's immediate family, a trust of which members of the Participant's immediate family are the only beneficiaries, or
a partnership of which members of the Participant's immediate family or trusts for the sole benefit of the Participant's immediate family are the only partners (the "InterVivos Transferee"). Immediate
family means the Participant's spouse, issue (by birth or adoption), parents, grandparents, siblings (including half brothers and sisters and adopted siblings) and nieces and nephews. No transfer
shall be effective unless the Participant shall have notified the Company of the transfer in writing and has furnished to the Company a copy of the documents that effect the transfer. The InterVivos
Transferee shall be subject to all of the terms of this Plan and the Option, including, but not limited to, the vesting schedule, termination provisions, and the manner in which the Option may be
exercised. The Committee may require the Participant and the InterVivos Transferee to enter into an appropriate agreement with the Company providing for, among other things, the satisfaction of
required tax withholding with respect to the exercise of the transferred Option and the satisfaction of any Common Stock retention requirements applicable to the Participant, together with such other
terms and conditions as may be specified by the Committee. Except to the extent provided otherwise in such agreement, the InterVivos Transferee shall have all of the rights and obligations of the
Participant under this Plan; provided that the InterVivos Transferee shall not have any Common Stock withheld to pay withholding taxes pursuant to Section 9.3 unless the agreement referred to
in the preceding sentence specifically provides otherwise. The provisions of Section 6.4, Restoration Options, shall not apply to an InterVivos Transferee, and the InterVivos Transferee may not
exercise the Option by using a broker's transaction. 


        (iii)  No Transfer of Incentive Stock Options. During the Participant's lifetime the Participant may not transfer an Incentive
Stock Option under any circumstances. 


        (iv)  No Assignment. No right or interest of any Participant in an Option granted pursuant to the Plan shall be assignable or
transferable during the lifetime of the Participant, either voluntarily or involuntarily, or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy, except as set forth above. 


 
 
 


        SECTION
6.4 Restoration Options.



        (i)    At
the time that an Option is granted, the Committee may, in its sole discretion, determine that the Option Agreement shall provide that the Participant shall be granted
a further Option on the terms and conditions set forth in this Section 6.4 (a "Restoration Option") and on such other terms and conditions that are not inconsistent with this Section 6.4
when the Participant exercises the Option, in whole or in part, and pays the exercise price pursuant to Section 6.2(ii)(2) hereof and/or required tax withholding pursuant to
Section 9.3 hereof with shares of Common Stock that have been held by the Participant for at least six (6) months. A Restoration Option shall become vested and exercisable on the date
that is six (6) months after the date the Restoration Option was granted. The Restoration Option shall be exercisable only to the extent that the Participant is employed by the Company, a
Subsidiary, or an Affiliated Entity on the date the Restoration Option is exercised and only to the extent that the Participant has been employed 



9





 


continuously by the Company, Subsidiary, or Affiliated Entity from the date the Restoration Option is granted through the date the Restoration Option is exercised. The Restoration Option shall
terminate and be null and void upon the Participant's termination of employment, for any reason, from the Company, Subsidiary, or Affiliated Entity. 



        (ii)  A
Restoration Option shall be granted, without further action of the Committee or the Participant, if the payment provision described in subsection 6.4(i) above
is used and/or Shares are surrendered to pay required tax withholding and if there is a period of more than six (6) months remaining in the term of the original Option. 


        (iii)  Each
Restoration Option: 



        (A)  shall
cover the number of shares of Stock that is equal to the shares actually or constructively delivered to the Company as described in subsection 6.4(i) above; 



        (B)  shall
be deemed to be granted as of the date on which the original Option is exercised and shall have an Option Price of one hundred percent (100%) of the Fair Market
Value on such date; 


        (C)  shall
become exercisable in installments commencing six (6) months after the date of grant as provided in subsection 6.4(i) above and shall
terminate by its terms on the same date as the original Option; 


        (D)  except
as set forth in subsections 6.4(iii)(A), (B), and (C) above, shall have the same terms and conditions as those of the original Option; and 


        (E)  shall
be a Nonqualified Option. 




        (iv)  This
Section 6.4 shall not apply to the exercise of an Option by an InterVivos Transferee. 


 
 
 


        SECTION
6.5 No Repricing. The Committee shall not, without the approval of the stockholders of the Company cancel
any outstanding Option and replace it with a new Option with a lower option price where the economic effect would be the same as reducing the option price of the cancelled Option or take any other
action with respect to an Option that would be treated as a "repricing" under the accounting rules or under the rules of the Securities and Exchange Commission 


 
 

ARTICLE VII    
    
    RESTRICTED STOCK AWARDS    
  


 
 
 

        SECTION
7.1 Grant of Restricted Stock Awards. The Committee may, from time to time, subject to the provisions of the Plan and such other
terms and conditions as it may determine, grant a Restricted Stock Award to any Eligible Employee. Restricted Stock Awards shall be awarded in such number and at such times during the term of the Plan
as the Committee shall determine. Each Restricted Stock Award may be evidenced in such manner as the Committee deems appropriate, including, without limitation, a book-entry registration
or issuance of a stock certificate or certificates, and by an Award Agreement setting forth the terms of such Restricted Stock Award. 


 
 
 

        SECTION
7.2 Conditions of Restricted Stock Awards. The grant of a Restricted Stock Award shall be subject to the following: 



        (i)    Restriction Period. In addition to any vesting conditions determined by the Committee, including, but not by way of
limitation, the achievement by the Company of specified performance criteria, vesting of each Restricted Stock Award shall require the holder to remain in the employment of the Company, a Subsidiary,
or an Affiliated Entity for a prescribed period (a "Restriction Period"). The Committee shall determine the Restriction Period or Periods that shall apply to the shares of Common Stock covered by each
Restricted Stock Award or portion thereof; 



10





 


provided however, each Restricted Stock Award shall have a minimum Restriction Period of at least three years. At the end of the Restriction Period, assuming the fulfillment of any other
specified vesting conditions, the restrictions imposed by the Committee shall lapse with respect to the shares of Common Stock covered by the Restricted Stock Award or portion thereof. In addition to
acceleration of vesting upon the occurrence of a Change of Control Event as provided in Section 9.5, the Committee may, in its sole discretion, accelerate the vesting of a Restricted Stock
Award under such circumstances as it deems appropriate. 


        (ii)  Restrictions. The holder of a Restricted Stock Award may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of the shares of Common Stock represented by the Restricted Stock Award during the applicable Restriction Period. The Committee shall impose such other restrictions and conditions on any
shares of Common Stock covered by a Restricted Stock Award as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws and may legend the
certificates representing Restricted Stock to give appropriate notice of such restrictions. 




        The
Committee shall cause a legend to be placed on the Stock certificates issued pursuant to each Restricted Stock Award referring to the restrictions provided by Sections 7.1 and
7.2 and, in addition, may in its sole discretion require one or more of the following methods of enforcing the restrictions referred to in Sections 7.1 and 7.2: 




        (a)  Requiring
the Participant to keep the Stock certificates, duly endorsed, in the custody of the Company while the restrictions remain in effect; or 


        (b)  Requiring
that the Stock certificates, duly endorsed, be held in the custody of a third party while the restrictions remain in effect. 




        (iii)  Rights as Shareholders. During any Restriction Period, the Committee may, in its discretion, grant to the holder of a
Restricted Stock Award all or any of the rights of a shareholder with respect to the shares, including, but not by way of limitation, the right to vote such shares and to receive dividends. If
any dividends or other distributions are paid in shares of Common Stock, all such shares shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to
which they were paid. 



 
 

ARTICLE VIII    
    
    STOCK UNITS    
  


        A Participant may be granted a number of Stock Units determined by the Committee. The number of Stock Units, the goals and objectives to be satisfied with respect
to each grant of Stock Units, the time and manner of payment for each Stock Unit, any restrictions that may apply to the Stock Units, and the other terms and conditions applicable to a grant of Stock
Units shall be determined by the Committee. 


 
 

ARTICLE IX    
    
    STOCK ADJUSTMENTS    
  


        If the shares of Common 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 Common Stock shall be increased through the payment of a stock dividend, or a dividend on the shares of Common Stock or rights or warrants to purchase securities of the Company shall be
issued to holders of all outstanding Common Stock, then there shall be substituted for or added to each share available under and subject 


11





 




to the Plan, and each share theretofore appropriated under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged or to which each such share shall be entitled, as the case may be, on a fair and equivalent basis in accordance with the applicable provisions of
Section 424 of the Code; provided, however, with, respect to Options, in no such event will such adjustment result in a modification of any Option as defined in Section 424(h) of
the Code. In the event there shall be any other change in the number or kind of the outstanding shares of Common Stock, or any stock or other securities into which the Common 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 available under and
subject to the Plan, or in any Award, theretofore granted, such adjustments shall be made in accordance with such determination, except that no adjustment of the number of shares of Common Stock
available under the Plan or to which any Award relates 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 Common Stock available under the Plan or to which any Award 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 this Article VIII and not
previously made would result in a Minimum Adjustment. Notwithstanding the foregoing, any adjustment required by this Article VIII which otherwise would not result in a Minimum Adjustment shall
be made with respect to shares of Common Stock relating to any Award immediately prior to exercise, payment or settlement of such Award. 



        No
fractional shares of Common Stock or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share. 


 
 

ARTICLE X    
    
    GENERAL    
  


 
 
 

        SECTION
10.1 Amendment or Termination of Plan. The Board may alter, suspend or terminate the Plan at any time. In addition, the Board may,
from time to time, amend the Plan in any manner, but may not without shareholder approval adopt any amendment which would (i) increase the aggregate number of shares of Common Stock available
under the Plan (except by operation of Article IX) or (ii) modify any provision of the Plan which would materially increase the benefit or rights of any Participant in the Plan. 


 
 
 

        SECTION
10.2 Termination of Employment. If a Participant's employment with the Company, a Subsidiary or an Affiliated Entity terminates on
or after his 62nd birthday, death or disability (as defined in Section 22(e) of the Code), the Participant (or his personal representative in the case of death) shall be
entitled to purchase all or any part of the shares subject to any (i) vested Incentive Stock Option for a period of up to three months from such date of termination (one year in the case
of death or disability (as defined above) in lieu of the three month period), and (ii) vested Nonqualified Stock Option during the remaining term of the Option. If a Participant's employment
terminates for any other reason, the Participant shall be entitled to purchase all or any part of the shares subject to any vested Option for a period of up to three months from such date of
termination. In no event shall any Option be exercisable past the term of the Option. The Committee may, in its sole discretion, accelerate the vesting of unvested Options in the event of termination
of employment of any Participant. 


 
 
 

        SECTION
10.3 Withholding Taxes. A Participant shall pay the amount of taxes required by law upon the exercise of an option in cash or as
otherwise permitted in this Section 10.3. Unless otherwise 


12





 




paid by the Participant, the Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes
required by law to be withheld with respect to such payment or may require the Participant to pay to it such tax prior to and as a condition of the making of such payment. In accordance with any
applicable administrative guidelines it establishes, the Committee may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by (i) directing the Company
to withhold from any payment of the Award a number of shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the required withholding taxes or
(ii) delivering to the company previously owned shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the required withholding taxes; provided, the
foregoing notwithstanding, any payment made by the Participant pursuant to either of the foregoing clauses (i) or (ii) shall not be permitted if it would result in an accounting charge
with respect to such shares used to pay such taxes unless otherwise approved by the Committee. 


 
 
 

        SECTION
10.4 Change of Control. Awards granted under the Plan to any Participant shall be immediately and automatically vested, fully
earned and exercisable upon the occurrence of a Change of Control Event. The Company or successor or purchaser, as the case may be, may make adequate provision for the assumption of the outstanding
Options or the substitution of new options for the outstanding Options on terms comparable to the outstanding Options or the Company, or the successor or purchaser, as the case may be, may make
adequate provision for the equitable adjustment of outstanding Awards (other than Options). The Committee may provide that any Awards that are outstanding at the time the Change in Control Event is
closed shall expire at the time of the closing so long as the Participants are provided with at least 45 days advance notice of such expiration. The Committee need not take the same action with
respect to all outstanding Awards or to all outstanding Awards of the same type. 


 
 
 

        SECTION
10.5 Amendments to Awards. The Committee may at any time unilaterally amend the terms of any Award Agreement, whether or not
presently exercisable or vested, to the extent it deems appropriate; provided, however, that any such amendment which is adverse to the Participant shall require the Participant's consent. 


 
 
 

        SECTION
10.6 Changes in Accounting Rules. Except as provided otherwise at the time an Award is granted, notwithstanding any other
provision of the Plan to the contrary, if, during the term of the Plan, any changes in the financial or tax accounting rules applicable to Options, Restricted Stock Awards, or other Awards shall occur
which, in the sole judgment of the Committee, may have a material adverse effect on the reported earnings, assets or liabilities of the Company, the Committee shall have the right and power to modify
as necessary, any then outstanding and unexercised Options, outstanding Restricted Stock Awards, and other outstanding Awards as to which the applicable services or other restrictions have not been
satisfied. 


 
 
 

        SECTION
10.7 Investment Representations. The Company may require any person to whom an Option or Restricted Stock Award is granted, as a
condition of exercising such Option or receiving such Restricted Stock Award, to give written assurances in substance and form satisfactory to the Company and its counsel to the effect that such
person is acquiring the Common Stock for his own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with Federal and applicable state securities laws. Legends evidencing such restrictions may be placed on the Stock certificates. 


 
 
 

        SECTION
10.8 Regulatory Approval and Listings. The Company shall use its best efforts to file with the Securities and Exchange Commission
as soon as practicable, and keep continuously effective, a Registration Statement on Form S-8 with respect to shares of Common Stock subject to Awards 


13





 




hereunder. Notwithstanding anything contained in this Plan to the contrary, the Company shall have no obligation to issue shares of Common Stock under this Plan prior to: 



        (i)    the
obtaining of any approval from, or satisfaction of any waiting period or other condition imposed by, any governmental agency which the committee shall, in its sole
discretion, determine to be necessary or advisable; 


        (ii)  the
admission of such shares to listing on the stock exchange on which the Common Stock may be listed; and 


        (iii)  the
completion of any registration or other qualification of such shares under any state or Federal law or ruling of any governmental body which the Committee shall,
in its sole discretion determine to he necessary or advisable. 


 
 
 


        SECTION
10.9 Right to Continued Employment. Participation in the Plan shall not give any Participant any right to remain in the employ of
the Company, any Subsidiary, or any Affiliated Entity. The Company or, in the case of employment with a Subsidiary or all Affiliated Entity the Subsidiary or Affiliated Entity reserves the right to
terminate the employment of any Participant at any time. Further, the adoption of this Plan shall not be deemed to give any Eligible Employee, Director or any other individual any right to be selected
as a Participant or to be granted an Award. 


 
 
 

        SECTION
10.10 Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in relying or acting
in good faith upon any report made by the independent public accountants of the Company and its Subsidiaries and upon any other information furnished in connection with the Plan by any person or
persons other than himself or herself. In no event shall any person who is or shall have been a member of the Committee or of the Board be liable for any determination made or other action taken or
any omission to act in reliance upon any such report or information or for any action taken, including the furnishing of information, or failure to act, if in good faith. 


 
 
 

        SECTION
10.11 Construction. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and
headings of the sections in the Plan are for the convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 


 
 
 

        SECTION
10.12 Governing Law. The plan shall be governed by and construed in accordance with the laws of the State of Colorado except as
superseded by applicable Federal law. 


        IN
WITNESS WHEREOF, this document has been signed on                        , 2003, to be effective as of March 3, 2003.




	

 	
 	
CIMAREX ENERGY CO.
	

 	
 	

By:	
 	






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