ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Compensatory Arrangements of Certain Officers

Compensation Reductions and Amendments to Severance Compensation Agreements

On March 9, 2020, Cimarex Energy Co. (the "Company" or "Cimarex") entered into Severance Compensation Agreements (the "Agreements") with each of Thomas E. Jorden (Chairman of the Board, Chief Executive Officer and President), Joseph R. Albi (Executive Vice President-Operations, Chief Operating Officer), John A. Lambuth (Senior Vice President-Exploration), G. Mark Burford (Senior Vice President and Chief Financial Officer), and Christopher Clason (Vice President and Chief Human Resources Officer), respectively (each, a "Named Officer"). The terms of the Agreements are described in the Company's Form 8-K dated March 9, 2020.

On May 6, 2020, the Board of Directors of Cimarex approved temporary salary reductions for the Named Officers other than Mr. Albi and a temporary reduction of the cash portion of non-management director compensation due to the current business environment resulting from the COVID-19 pandemic, oil and gas demand destruction, and industry volatility. Mr. Albi's salary was not reduced due to his impending retirement on July 1, 2020 Effective June 1, 2020, the salary of Mr. Jorden will be reduced 25% and the salaries of Messrs. Lambuth, Burford, and Clason, and other executive officers reporting to Mr. Jorden will be temporarily reduced 15%. Also effective June 1, 2020, the cash portion of compensation for non-management directors will be temporarily reduced 20%. These reductions will continue until December 31, 2020 or such other date approved by the Chair of the Compensation Committee of the Board.

In connection with the temporary salary reductions for certain of the Named Officers, the Board of Directors approved amendments to the Agreements. Pursuant to these amendments, the temporary salary reductions will not be taken into account in calculating severance benefits, which will be calculated using the pre-reduction base salary, and the Named Officers agree that the reductions do not constitute an event or circumstance included within the definition of "Good Reason" in the Agreements, such that the Named Officers may not voluntarily terminate employment for "Good Reason" and claim severance benefits under the Agreements.

This description of the Agreements and amendment to the Agreements above is merely a summary and is qualified in its entirety by reference to the Form of Amendment to Severance Compensation Agreement attached to this Current Report on Form 8-K as Exhibit 10.1 and the form of amendment attached to this Current Report on Form 8-K as Exhibit 10.2.





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ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS



D.    Exhibits



Exhibit No.   Description

  10.1          Form of Severance Compensation Agreement (filed as Exhibit 10.1 to
              Registrant's Form 8-K filed on March 13, 2020 (Commission File No.
              001-31446) as incorporated by reference)

  10.2          Form of Amendment to Severance Compensation Agreement

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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