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


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 13, 2021, the Compensation Committee of the Board of Directors of Coterra Energy Inc. ("Coterra") approved, among other things, certain share-based awards pursuant to the Amended and Restated 2019 Equity Incentive Plan of Cimarex Energy Co. ("Cimarex"), which Coterra assumed following the completion of the merger involving Coterra and Cimarex (the "Merger") on October 1, 2021. As contemplated by the merger agreement relating to the Merger (the "Merger Agreement"), these share-based awards were made to various legacy employees of Cimarex, including Thomas E. Jorden, who now serves as Coterra's Chief Executive Officer and President. The timing for these awards was in accordance with the Merger Agreement and consistent with Cimarex's historical practice of granting annual incentive awards in December of each year. The award to Mr. Jorden reflects 488,759 underlying shares of Coterra common stock and a grant date fair value of $10 million, which is consistent with the letter agreement entered into between Coterra and Mr. Jorden on May 23, 2021 (in accordance with and concurrently with the execution of the Merger Agreement). Mr. Jorden's award is scheduled to vest in its entirety on December 1, 2024.

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