CIMAREX ENERGY CO. SUPPLEMENTAL SAVINGS PLAN

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EXHIBIT 10.19

CIMAREX ENERGY CO.

SUPPLEMENTAL SAVINGS PLAN

(amended and restated, effective as of January 1, 2009)

TABLE OF CONTENTS

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CIMAREX ENERGY CO.
SUPPLEMENTAL SAVINGS PLAN

RECITALS

        Cimarex Energy Co., a Delaware corporation (the "Company"), established the Cimarex Energy Co. Deferred Compensation Plan (the "Plan") and renamed the Plan the Cimarex Energy Co. Supplemental Savings Plan, effective as of October 1, 2002. The Company amended and restated the Plan effective as of March 3, 2003. The Company has further amended and restated the Plan, effective as of January 1, 2009 to comply with the applicable provisions of section 409A of the Internal Revenue Code.

        The Company entered into an Agreement and Plan of Merger dated as of February 23, 2002 (the "Merger Agreement") among Helmerich & Payne, Inc. ("H&P"), Helmerich & Payne Exploration and Production Co., Mountain Acquisition Co., and Key Production Company, Inc. ("Key"). Pursuant to the Merger Agreement, the parties agreed that the Company would assume the Key Deferred Compensation Plan and extend participation in the Plan to certain identified executives of H&P. This Plan is intended to assume the Key Deferred Compensation Plan.

        The Plan is intended to provide a mechanism whereby certain of the highly compensated and select management employees of the Company may defer compensation and have such amounts, together with deemed earnings, paid out upon the participant's retirement, death, disability or other termination of service with the Company. In addition, the Company intends that this Plan shall provide the eligible employees with deferred compensation benefits in addition to the benefits under the Cimarex Energy Co. 401(k) Plan (the "401(k) Plan") in cases where benefits under the 401(k) Plan may be limited by applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The Company intends that the Plan shall be an "unfunded" plan for purposes of the Code and the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

ARTICLE I
Definitions

        Defined terms used in this Plan shall have the meanings set forth below or the same meanings as in the 401(k) Plan, as the case may be:

        1.1    "Beneficiary" means the person or persons, trust or other entity designated by a Participant, pursuant to Section 5.5, to receive any amounts distributable under the Plan at the time of the Participant's death.

        1.2    "Change in Control" means the occurrence of any of the following events on or after the Effective Date of this Plan, provided that in the event Code section 409A applies to payments under this Plan, a Change of Control shall be deemed to have occurred only if the event is also a change of control within the meaning of Code section 409A and the regulations and other guidance promulgated thereunder or not inconsistent therewith.

        (i)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (x) the then outstanding shares of common stock (the "Common Stock") of the Company (the "Outstanding Company Common stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the

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Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A) and (B) of paragraph (iii) below; or

        (ii)   During any period of twelve months beginning after the Effective Date, individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director at the beginning of such twelve-month period, whose election, appointment or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

        (iii)  The closing of a reorganization, share exchange or merger (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 40% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction will own the Company through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be and (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or were elected, appointed or nominated by the Board; or

        (iv)  The closing of (1) a complete liquidation or dissolution of the Company or, (2) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 40% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of the Company or were elected, appointed or nominated by the Board.

        1.3    "Code" means the Internal Revenue Code of 1986, as amended.

        1.4    "Committee" means the administrative committee provided for in Section 6.1.

        1.5    "Company" means Cimarex Energy Co. and any successor thereto.

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        1.6    "Company Matching Contributions" means the contributions made by the Company and allocated to Plan Accounts pursuant to Section 3.3.

        1.7    "Compensation" means the employee's "compensation" as defined for purposes of the 401(k) Plan, but without giving effect to the limit on compensation imposed by Code section 401(a)(17).

        1.8    "Disability" shall have the same meaning given to "Total and Permanent Disability" from time to time in the Company's Long Term Disability Plan.

        1.9    "Election Agreement" means an application for participation in the Plan, execution of which by an eligible employee is required under Article II for Plan participation.

        1.10  "FICA" shall mean the Federal Insurance Contributions Act.

        1.11  "401(k) Plan" means the Cimarex Energy Co. 401(k) Savings Plan.

        1.12  "Measurement Fund" means an investment vehicle designated by the Committee for the purpose of determining additional amounts to be credited to, or amounts to be debited from, Plan Accounts.

        1.13  "Participant" means any eligible employee of the Company selected to participate in this Plan by the Committee who has completed an Election Agrement and is entitled to the distribution of benefits hereunder.

        1.14  "Participant Deferrals" means the amounts of a Participant's Compensation that the elects to defer and have allocated to the Plan Account pursuant to Sections 3.1 and 3.2.

        1.15  "Plan Account" means a bookkeeping acocunt maintained by the Company, which shall show at all times the amounts of Participant Deferrals made by a Participant, the Company Matching Contributions and the amounts deemed debited and credited from time to time based on the performance of the Measurement Funds.

        1.16  "Plan Year" means the twelve month period on which the Plan records are kept, which shall be the calendar year, except that the first Plan Year shall be the period from October 1, 2002 through December 31, 2002.

        1.17  "Prior Key Balances" means the bookkeeping account balances transferred to this Plan from the Key Production Company, Inc. Deferred Compensation Plan.

        1.18  "Retirement" means the employee's termination of employment with the Company after the normal retirement age established by the Company, which is presently age 62. Notwithstanding the foregoing, an employee may be permitted, by the Company's Board of Directors, to retire at an earlier age, for purposes of the Plan.

        1.19  "Trust" means the trust created by the Company that may be used to provide funding for the distribution of benefits hereunder in accordance with the provisions of the Plan.

        1.20  "Trust Agreement" means the written instrument pursuant to which the Trust is created.

        1.21  "Trustee" means the bank, trust company or individual appointed by the Company pursuant to Article VII and acting from time to time as the trustee of the Trust formed to provide benefits under the Plan.

        1.22  "Valuation Date" means the last day of each Plan Year and any other dates as specified in section 4.2 as of which the assets of the Trust are valued at fair market value and as of which the increase or decrease in the net worth of the Trust is allocated among Plan Accounts.

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ARTICLE II
Eligibility and Participation

2.1.      Eligibility and Participation.     

        From time to time the Committee, in its sole discretion, may determine the eligibility requirements for participation and may designate those highly compensated and select management employees of the Company to whom the opportunity to participate in this Plan shall be extended. An Employee who is selected to participate in the Plan shall commence participation as of the first day of the calendar year following the date the Employee is selected for participation. Employees shall be eligible to participate in this Plan if they fall within a "select group of management or highly compensated employees" of the Company within the meaning of Section 201(2) of ERISA. Notwithstanding the foregoing, pursuant to the Merger Agreement, the individuals identified in Section 6.8(d)(i) of the Merger Agreement shall be extended the opportunity to participate in the Plan.

2.2.      Enrollment.     

        Employees who have been selected by the Committee to participate in the Plan shall enroll in the Plan, prior to the calendar year during which the employee will participate (or will commence participation) in the Plan, by (a) entering into an Election Agreement with the Company, which shall contain the Participant's initial election as to the Compensation to be deferred under the Plan and such other terms as the Company deems appropriate and necessary, (b) completing an Enrollment Form, which shall contain the Participant's election concerning the election of a Measurement Fund or Funds, form of payment, beneficiary designation and such other information as the Company may reasonably require, and (c) completing such other forms and furnishing such other information as the Company may reasonably require. With respect to the first year of the Plan, eligible employees shall enroll no later than October 31, 2002, which is 30 days after the initial effective date of the Plan. A Participant shall enter into a new Election Agreement with respect to each Plan Year of participation under the Plan.

2.3.      Failure of Eligibility.     

        If a Participant ceases to meet the eligibility criteria as determined by the Committee for participation herein for any reason other than death or Retirement but continues to be a Company employee, participation herein and benefits hereunder shall cease as of the first day of the calendar year following the effective date of the change in employment status, position or title that results in termination of eligibility for participation herein. The determination of the Committee with respect to the termination of participation in the Plan shall be final and binding on all parties affected thereby. Any benefits accrued hereunder at the time of such change shall be distributed according to the elections in effect on the date the Participant ceases to meet the eligibility criteria and may not be changed.

ARTICLE III
Contributions

3.1.      Participant Deferrals.     

        Each Plan Year, a Participant may elect to have Participant Deferrals withheld from his Compensation and credited to his Plan Account in any whole percentage of his Compensation from 1%-50%. The maximum amount of Compensation that may be deferred and allocated to a Participant's Plan Account in any Plan Year shall be 50% of his Compensation determined, for this purpose, on the basis of the Participant's annualized Compensation as of December 31 of the year immediately preceding the Plan Year of deferral. In addition, a Participant may elect to have the Company withhold from any bonus payable by the Company any amount in any whole percentage up to 100% of such bonus and have such amount credited to his Plan Account as a Participant Deferral. An election to defer a bonus shall be made on or before December 31 of the calendar year preceding the first

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calendar year in which any services with respect to which the bonus is paid are rendered. If a Participant who was a participant in either the Key or the H&P deferred compensation plan (the "prior plans") made an election under the prior plans to defer a bonus payable in 2003 with respect to services performed in 2002, the prior election shall be given effect under this Plan and the amount or percentage of Compensation previously elected under the prior plans shall be deferred under this Plan. Participant Deferrals shall be deducted from a Participant's Compensation through payroll withholding in accordance with the Participant's election at the same time that regular semi-monthly payments of Compensation are made and shall be credited to the Participant's Plan Account at such time.

3.2.      Excess Participant Deferrals.     

        (a)   A Participant may elect, pursuant to his Election Agreement, to have an amount withheld from his Compensation and deferred under the Plan equal to any amount of Participant Elective Contributions that would otherwise have been made to the 401(k) Plan pursuant to the Participant's election under the 401(k) Plan and that the Participant is prohibited from contributing to the 401(k) Plan in order to satisfy the limitations of Code sections 401(k), 401(a)(17), 402(g), 414(v) or 415. Such amounts shall be withheld from the Participant's Compensation and credited to the Participant's Plan Account as of the time such amounts would have been withheld from his Compensation and contributed to the 401(k) Plan but for such limitations. Provided, however, in no event may the amount deferred under this Section 3.2(a) exceed the dollar limitation on elective deferrals under Code section 402(g) in effect on January 1 of the calendar year of the deferral. Provided further, in no event may the sum of the amount deferred under this Section 3.2(a) and under Section 3.1 above exceed 50% of a Participant's Compensation, excluding bonuses, for a Plan Year and 100% of a Participant's bonus payable during a Plan Year.

        (b)   In addition to the amounts deferred under Section 3.2(a), a Participant may elect, pursuant to his Election Agreement, to defer as a Participant Deferral an amount equal to any amount of the Participant's Elective Contribution and the earnings attributable to such Elective Contribution under the 401(k) Plan that is to be distributed to the Participant from the 401(k) Plan to satisfy the nondiscrimination testing applicable to the 401(k) Plan. Such amounts shall be withheld from the Participant's Compensation payable for the pay period immediately following the date on which any such amounts are distributed to the Participant from the 401(k) Plan and credited to the Participant's Plan Account with respect to the pay period immediately following the date on which any such amounts are distributed to the Participant from the 401(k) Plan.

        (c)   Elections to defer amounts under this Section 3.2 shall be made on an Election Agreement, which shall be signed and delivered to the Committee no later than December 31 of the calendar year preceding the calendar year in which the deferrals are withheld from the Participant's Compensation and preceding the calendar year in which the services with respect to which any deferral amount would have been paid are rendered.

        (d)   All such amounts deferred in accordance with this Section 3.2 shall be referred to as Participant Deferrals.

3.3.      Company Matching Contributions.     

        For each Plan Year, the Company