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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 Joseph R. Albi (the "Employee") is effective as of January 1, 2009.
1. Effective as of March 11, 1994, Key Production Company, Inc., the predecessor to the Employer, and the Employee
entered into an Employment Agreement (the "Agreement").
2. The Agreement expired by its terms in 1997, provided, however, that Article VIII of the Agreement ("Article VIII")
provides that if the Employee continues employment with the Company or its successor after the term of the Agreement (which
Employee has done) and is terminated without cause following a change of control, Employee is entitled to certain payments
upon the change of control of the Employer.
3. Article VIII 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.
4. The Employee and the Employer wish to amend Article VIII in a manner consistent with Code § 409A.
Article VIII shall be amended in its entirety to provide as follows:
CHANGE OF CONTROL
Section 8.1. Change of Control. If the Employee continues as an employee of the Employer after the term of
this Agreement, as provided in Section 1.2, and if during the period of such extended employment the Employee is
terminated without cause following a "Change in Control" (as defined below), the Employee shall be entitled to payment
(on a date selected by the Company) within 30 days after the closing of the transaction or transactions that constitute
the "Change in Control" in a single lump sum of an amount equal to twice the Employee's annual salary at the rate in
effect when the Change in Control occurs. The term "Cha