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AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement between Cimarex Energy Co, the successor to Key Production Company, Inc. (the
"Employer") and Francis H. Merelli (the "Employee") is effective as of January 1, 2009.
1. Effective as of September 1, 1992, Key Production Company, Inc., the predecessor to the Employer, and the Employee
entered into an Employment Agreement (the "Agreement").
2. The Agreement provides for deferred compensation within the meaning of section 409A of the Internal Revenue Code
of 1986, as amended (the "Code"), which became effective January 1, 2005.
3. The Employee and the Employer wish to amend the Agreement in a manner consistent with Code § 409A.
1. Section 7.2(a) shall be amended in its entirety to provide as follows:
(a) 24 months' compensation at the then applicable Base Salary rate.
2. Section 7.3 shall be amended by the addition of the following at the end:
The amount payable under subsection 7.2(a) shall be paid in a lump sum, on a date selected by the Employer,
within 30 days following such termination.
3. Article VII shall be amended by the addition of the following Section 7.4:
Section 7.4 Section 409A Compliance.
(a) Notwithstanding anything in this Article to the contrary, to the extent that any amount or benefit that would
constitute non-exempt "deferred compensation" for purposes of Code section 409A would otherwise be payable or
distributable hereunder by reason of the occurrence of a separation from service, such amount or benefit will not be
payable or distributable by reason of such circumstance unless (1) the circumstances giving rise to such separation from
service meet the description or definition of "separation from service," in Code section 409A and applicable regulations
(without giving effe