Exhibit 10.1


 


SUCCESSION AGREEMENT


 


This SUCCESSION AGREEMENT (the “Agreement”)
is made and entered into to be effective as of the 1st day of July 2020 (the “Effective Date”), by
and between Cimarex Energy Co., a Delaware corporation (the “Company”), and Joseph R. Albi (“Executive”).


 


WHEREAS, Executive is a founder of
the Company and its Executive Vice President—Operations and Chief Operating Officer; and


 


WHEREAS, Executive has decided to retire
effective July 1, 2020;


 


WHEREAS, Executive has agreed to remain
a director of the Company after Executive’s retirement as an employee until Executive’s term as a director expires
immediately following the annual meeting of shareholders of the Company to be held in May 2021 (the “Director Term Expiration
Date”) to continue to provide Executive’s expertise and guidance to the Company during the current business environment
resulting from the COVID-19 pandemic, oil and gas demand destruction, and industry volatility; and


 


WHEREAS, Executive and the Company
now desire to enter into a mutually satisfactory arrangement concerning Executive’s separation from service with the Company
and related matters;


 


NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and agreements contained herein, Executive and the Company agree as follows:


 


1.     Separation.
Executive’s employment with the Company shall terminate on July 1, 2020 (“Separation Date”), and Executive
hereby resigns all positions with the Company and any affiliates thereof as of the Separation Date other than Executive’s
position as a director of the Company. Until the termination of Executive’s employment, Executive shall be employed at will
at the salary level in effect on the date of this Agreement and may continue to participate in all benefit plans and programs on
the same basis as other Company executives, subject to the eligibility requirements of such plans and programs. The parties agree
that Executive’s separation is a voluntary resignation and has been made without “good reason” (or other term
of similar meaning) for purposes of any agreement, plan, policy or program employing such term.


 


2.     Separation
Payments and Benefits. In consideration of Executive’s service to the Company and Executive’s agreement to comply
with the terms of this Agreement, specifically including without limitation the restrictive covenants in Section 3 of this
Agreement and the requirement of a release as described in Section 5 of this Agreement, Executive shall be entitled to the
payments and benefits set forth below on or following the Separation Date.


 


(a)   Accrued
Obligations. On the Company’s first regularly-scheduled payday after the Separation Date, the Company shall pay Executive
any base salary and vacation pay earned but unpaid as of the Separation Date.


 


(b)   Annual
Cash Incentive Plan. Provided that Executive has complied with Sections 3 and 5 of this Agreement, the Company shall pay Executive’s
short-term incentive annual cash incentive award (the “STI Award”) for 2020 based on the pro rata period from January
1, 2020 through June 30, 2020 payable at the same time that other executive officers of the Company are paid their STI Awards based
on the actual performance for the STI Awards as determined by the Compensation Committee of the Board of Directors of the Company.
If Executive fails to comply with Section 3 of this Agreement, Executive agrees to repay to the Company the STI Award described
in this Section 2(b) promptly upon the Company’s request.


 


(c)    Performance
Share Awards and Time Based Restricted Shares. The parties agree that Executive currently holds performance share awards totaling
86,222 shares and time based restricted shares totaling 51,306, consisting of 38,006 performance shares awarded in 2017 (“2017
Award”) pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) that are scheduled to vest
on December 1, 2020; 16,619 performance shares and 19,894 time based restricted shares awarded in 2018 (“2018 Award”)
pursuant to the Company’s 2014 Plan that are scheduled to vest on December 1, 2021; and 31,597 performance shares and 31,412
time based restricted shares awarded in 2019 (“2019 Award”) pursuant to the Company’s 2019 Equity Incentive Plan
(the “2019 Plan” and, together with the 2014 Plan, the “Plans”) that are scheduled to vest on December
1, 2022. The parties agree that the shares awarded in the 2017 Award, 2018 Award and 2019 Award shall vest as follows, and the
award agreements with respect to each of the 2017 Award, 2018 Award and the 2019 Award, respectively, is hereby amended to provide
for such vesting:


 






     


     


    

 


		(i)	Shares That Vest on Payment Date. A total of 86,222 performance shares and 51,306 time based
restricted shares shall vest upon the business day (the “Payment Date”) following the seven-day revocation period for
the Release if Executive has not revoked the Release, consisting of 38,006 performance shares from the 2017 Award, 16,619 performance
shares and 19,894 time based restricted shares from the 2018 Award, and 31,597 performance shares and 31,412 time based restricted
shares from the 2019 Award.



 


		(ii)	Shares Forfeited. The potential to vest in shares in excess of 100% of performance shares granted
in the 2018 Award and the 2019 Award are forfeited effective as of the Separation Date. In addition, and for the avoidance of doubt,
if Executive violates any provision of Section 3 of this Agreement, all shares that have not yet vested as of the date of such
violation shall be forfeited and the Company shall be entitled to seek the remedies set forth in Section 3(e) of this Agreement.



 


(d)   401(k)
Plan. Executive shall be entitled to a distribution of Executive’s account balance in the Company’s 401(k) Plan
in accordance with the terms thereof. Executive shall not be eligible for an employer profit sharing payment with respect to the
Company’s 401(k) plan for any portion of 2020.


 


(e)    Deferred
Compensation Plan. Any payments made to Executive under the Cimarex Energy Co. Supplemental Savings Plan shall be made in accordance
with the terms of such plan.


 


(f)    Change-in-Control
Benefits. Executive’s eligibility for benefits under Executive’s Severance Compensation Agreement with the Company
dated March 9, 2020 (the “Severance Agreement”), the Company’s Change in Control Severance Policy, and any other
policy, plan or agreement providing benefits upon a change in control of the Company, shall cease as of the Separation Date, and
Executive shall not be entitled to any benefits thereunder resulting from a change in control of the Company occurring after the
Separation Date. However, if within six months of the Separation Date, (i) a “Change in Control” (as that term is defined
in the Severance Agreement) occurs or (ii) the Company enters into a definitive agreement providing for a transaction or transactions
that would result in such a Change in Control (and such transaction or transactions(s) are later consummated), the Executive shall
be entitled to an amount equal to the cash compensation described in Section 3.02(a) of the Severance Agreement, such amount to
be payable in a single cash lump sum upon the occurrence of the Change in Control. For the avoidance of doubt, the “Date
of Termination”, as that term is defined in the Severance Agreement, shall be deemed to be the Separation Date for purposes
of determining the cash compensation described in Section 3.02(a) of the Severance Agreement.


 


(g)    Effect of
Payments on Compensatory Arrangements. The payments and benefits provided under this Section 2 shall be in full satisfaction
of the Company’s obligations to Executive under this Agreement or any other plan, agreement, policy or arrangement of the
Company upon Executive’s termination of employment, and in no event shall Executive be entitled to severance pay or benefits
beyond those specified in this Section 2. 


 






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3.     Restrictive
Covenants.


 


(a)    Nondisclosure
of Confidential Information.


 


		(i)	The Company and Executive agree that, during the course of Executive’s employment with the Company,
Executive has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential
Information (defined below). Executive agrees that Executive shall not, without the prior written consent of the Company, during
the period of Executive’s employment with the Company and thereafter for so long as it remains Confidential Information,
use or disclose or permit any unauthorized person to gain access to any Confidential Information; provided, however,
that Executive may disclose Confidential Information to the extent required by law or court order, provided that Executive shall
promptly notify the Company in writing of such requirement prior to such disclosure and shall assist the Company (at the Company’s
expense) in lawfully opposing such requirement. As requested by the Company from time to time and upon the Separation Date, Executive
shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential
Information in Executive’s possession or control and, if requested by the Company, shall provide the Company with written
confirmation that all such materials have been delivered to the Company. Executive understands that nothing in this Agreement is
intended to prevent Executive from responding to a subpoena or other court order, from filing a charge with the United States Equal
Employment Opportunity Commission or any other governmental agency that enforces employment laws, from participating in an investigation
conducted by a governmental agency, or from making a report to any governmental agency that Executive is entitled or authorized
to make under applicable laws. Further, notice is hereby provided that Executive is immune from criminal and civil liability under
state and federal law if Executive discloses trade secrets: (x) in confidence to a federal, state or local government official,
either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of
law; (y) in a complaint or other document filed in a lawsuit or other proceeding when the filing is made under seal; or (z) to
Executive’s attorney or in a sealed court filing in a lawsuit alleging retaliation for reporting a suspected violation of
law.



 


		(ii)	As used in this Agreement, “Confidential Information” means information and data
regarding the business of the Company or any of its affiliates that is not generally known to the public (other than through Executive’s
breach of this Agreement or other duty of confidentiality), including but not limited to trade secrets; technical information or
reports; unwritten knowledge and “know-how”; geologic concepts; exploration plans; operating instructions; training
manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing
and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating
to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related
information; contracts; and supplier lists. Confidential Information shall not include such information known to Executive prior
to Executive’s involvement with the Company or any of its affiliates or information generally known to the public other than
through Executive’s breath of this Agreement or other duty of confidentiality).



 


(b)   Noncompetition
and Nonsolicitation.


 


		(i)	From the date of this Agreement through the date that is one year after the Director Term Expiration
Date (the “Restricted Period”), and within the United States, Executive shall not, directly or indirectly, without
the prior written consent of the Company, engage in or invest as an owner, partner, stockholder, licensor, lender, director, officer,
agent or consultant for, or become employed by, any person that conducts a business that competes with a business then conducted
by the Company or any of its affiliates in any geographic area in which the Company was engaged in operations or exploration activities
as of the Director Term Expiration Date; provided, however, that this provision shall not prevent Executive
from (A) passively investing as a less than two percent stockholder in the securities of any company listed on a national securities
exchange or quoted on an automated quotation system, or (B) serving on the board of another oil and gas exploration and production
company, or in an advisory capacity with such a company or a financial entity that invests in such companies, with the written
consent of the Company’s Chief Executive Officer, Lead Director, Chairman of the Board, Audit Committee Chair or Compensation
Committee Chair, which consent may be conditioned on Executive’s recusal of himself from discussions that may be competitive
with the Company or other similar restrictions.



 






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		(ii)	During the Restricted Period, Executive shall not, directly or indirectly, without the prior written
consent of the Company, solicit, recruit or hire any person who is at such time, or who at any time during the three-month period
prior to such solicitation or hiring had been, a director, officer, or employee of the Company or any of its affiliates, or encourage
any such person to terminate or reduce his or her relationship with the Company or its affiliates; provided, however,
that this provision shall not prevent Executive from making general employment solicitations not targeted at personnel of the Company
or its affiliates, such as job postings on websites or in newspapers or magazines of general circulation.



 


		(iii)	In the event that a court of competent jurisdiction determines that any provision of this Section 3(b)
is invalid or more restrictive than permitted under the governing law of such jurisdiction, then, only as to enforcement of this
Section 3(b) within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.



 


(c)    Nondisparagement.
From and following the Effective Date, Executive shall not make, either directly or by or through another person, any oral or written
negative, maligning, defaming, disparaging or adverse statements or representations of or concerning the Company or its affiliates,
any of their customers or businesses or any of their current or former officers, directors or employees; provided, however,
that nothing herein shall prohibit (i) confidential, critical communications between Executive and the Company or its representatives
in connection with Executive’s employment or (ii) Executive from disclosing truthful information if legally required
(whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar
process). This prohibition against negative, maligning, defaming, disparaging or adverse statements or representations includes,
but is not limited to, making statements on social media and/or other media in any forum, and whether or not signed by or acknowledged
as authored by Executive.


 


(d)   Return
of Property. Executive acknowledges that all documents, records, files, lists, equipment, computer, software or other property
(including intellectual property) relating to the businesses of the Company or any of its affiliates, in whatever form (including
electronic), and all copies thereof, that have been or are received or created by Executive while an employee of the Company or
any of its affiliates (including Confidential Information) are and shall remain the property of the Company and its affiliates,
and Executive shall immediately return such property to the Company upon the termination of Executive’s employment and, in
any event, at the Company’s request; provided, however, Executive shall be permitted to retain Executive’s
Company-issued iPad, Microsoft Surface, and USB memory stick, subject to the Company’s removal of all Company data stored
on such device. Executive further agrees that any property situated on the premises of, and owned by, the Company or any of its
affiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company’s
personnel at any time with or without notice.


 


(e)    Remedies
and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in this Agreement
would cause irreparable damage to the Company and its affiliates in an amount that would be material but not readily ascertainable,
and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding
any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss
or other actual damage) to (i) refrain from vesting the STI Award or recoup such shares or the value thereof as of the Payment
Date if already delivered, and/or withhold the payment provided in Section 2(f) or recoup such payment, in the event of any breach
of the covenants set forth in this Section 3, and (ii) injunctive relief (including temporary restraining orders, preliminary
injunctions and permanent injunctions), without posting a bond, for any breach or threatened breach of any of the covenants set
forth in this Section 3, in addition to any other legal or equitable remedies it may have, including any right the Company may
have to recover monetary damages.


 






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(f)    Acknowledgment.
Executive acknowledges and agrees that the covenants contained in this Section 3 are reasonable and properly required for the adequate
protection of the Company’s Confidential Information, business and goodwill. Executive further acknowledges that Executive
is retiring from employment generally and, therefore, the covenants contained in this Section 3 will not affect Executive’s
ability to earn a living.


 


4.     Cooperation.
In consideration of the payments and benefits set forth in this Agreement, Executive agrees that Executive shall remain reasonably
available to the Company during the Restricted Period to provide information or other assistance as needed from time to time in
connection with any audit, investigation or judicial, administrative or arbitral proceeding involving matters within the scope
of Executive’s duties and responsibilities to the Company during Executive’s employment with the Company. In the event
that the Company requires Executive’s assistance in accordance with this Section 4, the Company shall reimburse Executive
for reasonable out-of-pocket expenses (including travel, lodging and meals) incurred by Executive in connection with such assistance,
subject to reasonable documentation and compliance with the Company’s standard expense reimbursement policy.


 


5.     General
Release.


 


(a)    Requirement.
The separation payments and benefits described in Section 2(b) and 2(c) of this Agreement are conditioned on Executive signing
and returning to the Company within 21 days after the Separation Date, and not revoking, a general release of all claims against
the Company and related parties in the form attached hereto as Exhibit A (the “Release”).


 


(b)   Invalidity.
If any provision of Section 5 of this Agreement or the Release is held to be invalid or unenforceable and Executive is permitted
to and does assert any Released Claim against a Releasee (both terms as defined in the Release), the Company shall be entitled
to an immediate refund of the STI Award described in Section 2(b), and/or to withhold the payment provided in Section 2(f) or recoup
such payment, in addition to any other remedy available to the Company under law or equity; provided, however, that this provision
shall not apply to claims under the ADEA except to the extent ordered by a court of law.


 


6.     No
Mitigation; No Offset. Executive shall not be obligated to seek other employment or take any other action by way of mitigation
with respect to the separation payments and benefits provided in this Agreement, and such payments and benefits shall not be reduced
whether or not Executive obtains other employment.


 


7.     Tax
Withholding. The Company shall be entitled to withhold from the benefits and payments described herein all income and employment
taxes required to be withheld by applicable law.


 


8.     Notices.
All notices, requests, demands or other communications under this Agreement shall be in writing and shall be deemed to have been
duly given when delivered in person or deposited in the United States mail, postage prepaid, by registered or certified mail, return
receipt requested, to the party to whom such notice is being given as follows:


 


As to Executive:Executive’s
last home address on the books and records of the Company.


 






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	As to the Company:	Cimarex Energy Co.
	 	1700 Lincoln Street, Suite 3700
	 	Denver, CO 80203
	 	ATTN: Francis B. Barron, Senior Vice President - General Counsel




 


Any party may change his or
its address or the name of the person to whose attention the notice or other communication shall be directed from time to time
by serving notice thereof upon the other party as provided herein.


 


9.     Successors.
This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives. This Agreement shall
inure to the benefit of and be binding upon the Company and its successors and assigns. As used in this Agreement, “Company”
means the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by operation of law, or otherwise.


 


10.   Section
409A.


 


(a)    General.
It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated
taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception,
the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception.
For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation
under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A
of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A
of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation
from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes
on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar
year of any payment under this Agreement.


 


(b)   Reimbursements
and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided
under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A
of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s
lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement,
or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits
to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the
last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or
in-kind benefits is not subject to liquidation or exchange for another benefit.


 


(c)    Delay
of Payments. Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified
employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by
the Company as in effect on the Separation Date), any payment that constitutes nonqualified deferred compensation within the meaning
of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six-month period immediately
following Executive’s separation from service (as determined in accordance with Section 409A of the Code) on account
of Executive’s separation from service shall be accumulated and paid to Executive on the first business day of the seventh
month following Executive’s separation from service (the “Delayed Payment Date”). If Executive dies during
the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the
personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or 30 calendar days after
the date of Executive’s death.


 






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(d)    Separation
from Service. Despite any contrary provision of this Agreement, any references to termination of employment or date of termination
shall mean and refer to the date of Executive’s “separation from service,” as that term is defined in Section 409A
of the Code and Treasury regulation Section 1.409A-1(h).


 


11.   Miscellaneous.


 


(a)    Governing
Law; Dispute Resolution. This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed
in accordance with applicable federal law and the laws of the State of Delaware, without respect to its principles of conflicts
of laws, and shall be construed according to its fair meaning and not for or against any party. With respect to any claim arising
out of or relating to this Agreement, each party hereto: (i) agrees that such claim shall be brought only in the federal or state
courts in or for Denver County, Colorado; (ii) irrevocably submits to the jurisdiction of such courts and irrevocably waives all
objections to proceeding in such courts, including but not limited to objections based on lack of personal jurisdiction, improper
venue, or inconvenience of the forum; and (iii) irrevocably waives, to the fullest extent permitted by law, any right it may have
to a trial by jury with respect to such claim. Each party hereto (x) certifies that no representative of the other party has
represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing
waivers, and (y) acknowledges that it and the other party have been induced to enter into this Agreement by, among other things,
the mutual waivers and certifications contained in this Section 11(a).


 


(b)   Severability.
If any provision hereof is unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced
as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force
and effect, and the court construing the Agreement shall add as a part hereof a provision as similar in terms and effect to such
unenforceable provision as may be enforceable, in lieu of the unenforceable provision.


 


(c)    Headings
and Captions. The headings and captions of this Agreement are not part of the provisions hereof and shall have no force or
effect.


 


(d)   Amendments.
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.


 


(e)    Interpretation.
As used in this Agreement, the term (a) “affiliate” means an entity controlled by, controlling or under
common control with the Company, and (b) “including” does not limit the preceding words or terms.


 


(f)     No
Admission. This Agreement is not, and shall not be construed as, an admission by either party of any violation of law or other
wrongdoing of any kind.


 


(g)       Attorney
Fees and Costs. Except for suit to challenge the validity of a release of claims under the ADEA, in any litigation, arbitration
or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover such party’s
reasonable attorney fees and costs to the extent permitted by law.


 


(h)    Complete Agreement.
This Agreement is the entire agreement between the parties regarding the matters addressed herein, and it and supersedes and replaces
all prior agreements, representations, negotiations or discussions between the parties regarding such matters, whether written
or oral. This Agreement may be executed in counterparts, including fax counterparts, and all counterparts together shall constitute
one fully-executed agreement.


 






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IN WITNESS WHEREOF, the parties have
executed this Agreement effective as of the date first written above.


 


	EXECUTIVE:	THE COMPANY:
	 	CIMAREX ENERGY CO.




 


	/s/ Joseph R. Albi	 	By:	/s/ Thomas E. Jorden




	Joseph R. Albi	 	 	Thomas E. Jorden




	 	 	Its:	Chief Executive Officer and President



 






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EXHIBIT A—FORM OF RELEASE


 


GENERAL RELEASE


 


In exchange for the promises described
in the Succession Agreement dated effective as of July 1, 2020, (“Agreement”) between myself and Cimarex Energy
Co. (the “Company”), I, for myself and my heirs, assigns and personal representatives, fully and completely
release the Company and its parent, subsidiary and affiliated entities and all predecessors and successors thereto, and all benefit
plans thereof, and all of their shareholders, members, partners, directors, officers, managers, employees, attorneys, administrators
and agents (each a “Releasee” and collectively the “Releasees”) from any and all claims or
causes of action that I may have against the Releasees, known or unknown, including claims or causes of action that relate in any
way to my employment with any Releasee or the termination thereof, from the beginning of time through the date of execution of
this General Release (“Released Claims”), including but not limited to the following:


 


		(a)	all claims arising out of or relating to my employment with Cimarex or the termination or expiration
of that employment;



 


		(b)	all claims arising out of or relating to the statements, actions, or omissions of the Company;



 


		(c)	all claims arising out of or relating to any agreements (whether express or implied, oral or written)
to which I and the Company are or were parties, including without limitation, the Severance Compensation Agreement dated March
9, 2020 (the “Severance Agreement”); provided however, if within six months of the Separation Date, (i) a “Change
in Control” (as that term is defined in the Severance Agreement) occurs or (ii) the Company enters into a definitive agreement
providing for a transaction or transactions that would result in such a Change in Control (and such transaction or transactions(s)
are later consummated), I shall be entitled to an amount equal to the cash compensation described in Section 3.02(a) of the Severance
Agreement, as calculated pursuant to Section 2(f) of the Agreement, such amount to be payable in a single cash lump sum upon the
occurrence of the Change in Control, subject to the terms and conditions of the Agreement;



 





		(d)	all claims arising out of or relating to any stock and/or equity agreement to which I and the Company
are or were parties, which, if any such agreement exists, I hereby acknowledge has been terminated and/or terminated with respect
to me effective as of the Separation Date except with respect to the exercise period for any stock options, which will continue
for the period provided in the respective agreement;


 






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		(e)	all claims for any alleged unlawful discrimination, harassment, failure to accommodate, retaliation
or reprisal, including but not limited to claims based upon disability, race, creed, color, sex, sexual orientation, religion,
age, national origin, ancestry, marital status, or any other protected category, or other alleged unlawful practices arising under
the laws of the United States or any other country or under any federal, state, municipal, or local statute, ordinance, or regulation,
including without limitation, claims under Title VII of the Civil Rights Act of 1964 and 1991; the Americans with Disabilities
Act; the Rehabilitation Act of 1973; the Age Discrimination in Employment Act; the Older Worker Benefit Protection Act; 42 U.S.C.
 § 1981; the Employee Retirement Income Security Act; the Family Medical Leave Act; the Lilly Ledbetter Fair Pay Act of 2009;
the Genetic Information Non-discrimination Act; the Worker Adjustment and Retraining Notification Act; the Fair Credit Reporting
Act; all applicable state and local anti-discrimination and human rights laws, including the Colorado Anti-Discrimination Act (Colo.
Rev. Stat. § 24-34-401 et seq.); Colorado Family Care Act (Colo. Rev. Stat. § 8-13.3-201 et. seq.); New Mexico Human
Rights Act; New Mexico’s Reemployment of Persons in Armed Forces Act; New Mexico Fraud Against Taxpayers Act; New Mexico
Promoting Financial Independence of Domestic Violence Victims Act; and New Mexico Employee Privacy Act; the Oklahoma Anti-Discrimination
Act (Okla. Stat. tit. 25, §§ 1101 to 1605); the Oklahoma Standards for Workplace Drug and Alcohol Testing Act (Okla.
Stat. tit. 40, §§ 551 to 563); the Oklahoma Administrative Workers' Compensation Act (Okla. Stat. tit. 85A, § 7);
the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor
Code, and the Texas Whistleblower Act); and workers’ compensation non-interference or non-retaliation statutes;



 


		(f)	all claims for alleged wrongful discharge, breach of contract, breach of implied contract, failure
to keep any promise, breach of a covenant of good faith and fair dealing, breach of fiduciary duty, estoppel, reliance upon any
representation, defamation, infliction of emotional distress, fraud, misrepresentation, negligence, harassment, retaliation or
reprisal, constructive discharge, assault, battery, false imprisonment, invasion of privacy, interference with contractual or business
relationships, any other wrongful employment practices, and violation of any other principle of common law;



 


		(g)	all claims for compensation of any kind, including without limitation, bonuses, commissions, vacation
and personal time off pay, severance, relocation reimbursements, expense reimbursements, stock-based compensation, equity awards,
equity interests, potential equity interests, or any other equity-based compensation in any form, including without limitation
restricted stock, stock options and any other form of stock-based compensation;



 


		(h)	all claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages,
damages for alleged personal injury, liquidated damages, and punitive damages;



 


		(i)	all claims that a past unlawful decision has or has had a continuing effect on my compensation;



 


		(j)	all liabilities, actions, claims, causes of action, suits, debts, reckonings, bills, covenants,
contracts, controversies, agreements, obligations, promises, judgments and demands, whatsoever, whether known or unknown, contingent
or vested, in law or equity, that I had, now have, claim to have had, otherwise could have, or hereafter may have against the Company
from the beginning of time through the date hereof; and



 


		(k)	all claims for attorneys’ fees, costs, and interest.



 


I understand that this General Release
does not include claims for breach of the Agreement, claims that arise after I sign this General Release, claims for vested pension
benefits, claims for workers’ compensation benefits or unemployment compensation benefits, and any other claims that cannot
by law be released by private agreement. I also understand that this General Release does not prevent me from: (x) filing a lawsuit
to challenge my release of age discrimination claims under the ADEA; or (y) filing a charge with an administrative agency, but
I am waiving my right to recover any monetary or injunctive relief pursuant to such charge.


 


By signing this General Release, I am releasing
all known and unknown claims and waive the benefits of any statute purporting to prevent me from releasing unknown claims, including,
but not limited to protection of Cal. Civ. Code Section 1542, which states:


 






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A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


By signing this General Release, I represent
and warrant that:


 


		(a)	I have no Released Claims pending against the Company or any other Releasee and have not assigned
or transferred any Released Claim to anyone;



 


		(b)	I have been timely paid all compensation owed for services rendered through the date of my separation
from employment with the Company, including all salary, wages, bonuses, and payment for accrued but unused vacation; and



 


		(c)	Except to the extent previously disclosed by me to the Company in writing (i) I have not suffered
any work-related injury or illness as an employee of the Company or any other Releasee, (ii) I am not aware of any facts or circumstances
that would give rise to a workers’ compensation claim by me against the Company or any other Releasee, and (iii) I agree
that I am not entitled to any workers’ compensation benefits arising out of or relating to my employment with the Company
or any other Releasee.



 


By signing this General Release, I acknowledge
and agree:


 


		(a)	that the consideration described in Sections 2(b) and 2(c) of the Agreement is consideration to
which I would not otherwise be entitled, but for the execution of this General Release;



 


		(b)	that I have been advised to consult with legal counsel about this General Release and have been
given an opportunity to do so;



 


		(c)	that I have been given twenty-one (21) calendar days in which to consider this General Release
before signing it but understand that I may sign it in less than 21 days if I wish to do so;



 


		(d)	that I have not relied on any promises or representations of any kind, except those set forth in
the Agreement; and



 


		(e)	that I have executed this General Release voluntarily, of my own free will, and without any threat,
intimidation or coercion.



 


I understand that I may revoke this General
Release by delivering written notice of revocation to the Company by fax or U.S. Mail addressed as follows, which notice must be
postmarked or received not later than the seventh (7th) calendar day following my execution of this General Release, and this General
Release shall not become effective until the seven-day revocation period has expired without revocation by me:


 






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Cimarex Energy
Co.


1700 Lincoln
Street, Suite 3700


Denver, CO
80203


Fax: (720)
403-9383


ATTN: Francis
B. Barron, Senior Vice President - General Counsel.


 


	/s/ Joseph R. Albi	 
	Joseph R. Albi	 




 


	July 1, 2020	 
	Date	 



 






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