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THIS INDEMNIFICATION AGREEMENT (this " Agreement ") is made and entered into as of the 5th day of December,
2008, by and between Cimarex Energy Co., a Delaware corporation (the " Company "), and Monroe W. Robertson (the "
A. The Company desires the benefits of having Indemnitee serve as a director and/or officer secure in the knowledge that
any expenses, liability and/or losses incurred by Indemnitee in Indemnitee's good faith service to the Company will be borne by
the Company or its successors and assigns.
B. Indemnitee is willing to serve in Indemnitee's position with the Company only on the condition that Intemnitee be
indemnified for such expenses, liability and losses.
C. The Company's Certificate of Incorporation and By-laws allow and require the Company to indemnify its directors,
officers and agents to the maximum extent permitted under Delaware Law.
D. Indemnitee desires to have the benefits of an agreement with the Company covering Indemnitee's rights to
indemnification in order to provide greater certainty as to the scope, permanency and enforceability of such rights, and the
Company is willing to enter into such an agreement to enhance its ability to attract and retain directors and officers.
NOW, THEREFORE, in consideration of Indemnitee's agreement to serve as a director and/or officer of the Company, the
parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 "Agent " shall mean any person who is or was a director, officer, employee or agent of the Company or a
subsidiary of the Company whether serving in such capacity or as a director, officer, employee, agent, fiduciary or other
official of another Enterprise (whether for profit or not for profit) at the request of, for the convenience of, or to represent