Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Change-in-control agreement for Executive Chairman and former CEO modified to eliminate tax gross-up provision

Coterra Energy Inc. (the "Company" or "Coterra") and Dan O. Dinges are party to a change-in-control agreement, as previously amended, and an employment letter agreement, each previously disclosed in the Company's definitive joint proxy statement/prospectus filed with the Securities and Exchange Commission on August 23, 2021. In response to the recommendation by a proxy advisory firm to vote against our 2022 say-on-pay proposal and the shareholder vote on executive compensation at the 2022 annual meeting of shareholders, and shareholder outreach, on December 27, 2022, the Company and Mr. Dinges entered into an amendment to his change-in-control agreement and employment letter agreement with the Company to eliminate the excise tax gross-up provision of the agreement. As consideration, the amendment provides that the change-in-control severance payment due to Mr. Dinges as a result of the termination of his employment as Executive Chairman on December 31, 2022 would accrue interest for the period from termination on December 31, 2022 until paid on or about July 24, 2023 based on the 6-month Treasury Bill rate posted to the Daily Treasury Par Yield Curve Rates section of the U.S. Department of the Treasury's website on December 31, 2022.

The foregoing description of the amendment and the actions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit Number Description

  10.1           Amendment to Change In Control Agreement and Employment Letter
               Agreement dated December 27, 2022
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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