CIMAREX ENERGY CO. 2002 STOCK INCENTIVE PLAN

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EXHIBIT 10.16

CIMAREX ENERGY CO.

2002 STOCK INCENTIVE PLAN

amended and restated, effective January 1, 2009

TABLE OF CONTENTS

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CIMAREX ENERGY CO.

2002 STOCK INCENTIVE PLAN

ARTICLE I

PURPOSE

        SECTION 1.1     Purpose.     This 2002 Stock Incentive Plan (the "Plan") was established by Cimarex Energy Co. (the "Company") to create incentives that are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company's success. Toward these objectives, the Plan provides for the granting of Options, Restricted Stock Awards and Stock Units, to Eligible Employees and Directors subject to the conditions set forth in the Plan.

        SECTION 1.2     Establishment; Amendment.     The Plan was originally effective as of October 1, 2002 and for a period of ten years thereafter. The Plan shall continue in effect until all matters relating to the payment of Awards and administration of the Plan have been settled. The Plan was previously amended and restated in its entirety, effective as of March 3, 2003, to provide for the issuance of stock units and to provide for the transfer of non-qualified stock options to a spouse or former spouse in connection with the option holder's divorce. The Plan was further amended (a) effective as of March 10, 2005, revise the definition of "disability" in Section 10.2, (b) effective as of June 6, 2005, to increase the number of authorized shares, and (c) effective as of July 11, 2008, to add a net share exercise as a form of payment and to revise the procedure for broker-assisted transactions. Certain of the Awards under the Plan are subject to Code Section 409A. The Plan is further amended, effective as of January 1, 2009 to bring the Plan into compliance with Section 409A of the Code.

        SECTION 1.3     Shares Subject to the Plan.     Subject to the limitations set forth in the Plan, Awards may be made under this Plan for a total of 12,700,000 shares of Common Stock.

ARTICLE II

DEFINITIONS

        The following terms shall have the meanings set forth below:

        SECTION 2.1   "Affiliated Entity" means any partnership or limited liability company in which at least 50% thereof is owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries or Affiliated Entities or a combination thereof. For purposes hereof, the Company, a Subsidiary or an Affiliated Entity shall be deemed to have an interest of at least 50% in a partnership or limited liability company if the Company, such Subsidiary or Affiliated Entity shall be allocated at least 50% of partnership or limited liability company gains or losses of such partnership or limited liability company. For purposes of Incentive Stock Options granted pursuant to the Plan, an "Affiliated Entity" means any parent or subsidiary of the Company as defined in Section 424 of the Code.

        SECTION 2.2   "Award" means, individually or collectively, any Option, Restricted Stock Award, or Stock Unit granted under the Plan to an Eligible Employee or Director by the Committee pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Award Agreement or otherwise.

        SECTION 2.3   "Award Agreement" means any written instrument that establishes the terms, conditions, restrictions, and/or limitations applicable to an Award in addition to those established by this Plan and by the Committee's exercise of its administrative powers.

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        SECTION 2.4   "Board" means the Board of Directors of the Company.

        SECTION 2.5   "Change of Control Event" 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 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

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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.

        SECTION 2.6   "Code" means the Internal Revenue Code of 1986, as amended. References in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

        SECTION 2.7   "Committee" means a committee consisting of members of the Board who are empowered hereunder to take actions in the administration of the Plan. If applicable, the Committee shall be so constituted at all times as to permit the Plan to comply with Rule 16b-3 or any successor rule promulgated under the Exchange Act. Except as provided in Section 3.2, the Committee shall select Participants from Eligible Employees and Directors and shall determine the awards to be made pursuant to the Plan and the terms and conditions thereof.

        SECTION 2.8   "Common Stock" means the common stock, par value $0.01 per share, of the Company, and after substitution, such other stock as shall be substituted therefor as provided in Article VIII.

        SECTION 2.9   "Company" means Cimarex Energy Co., a Delaware corporation.

        SECTION 2.10   "Date of Grant" means the date on which the granting of an Award to a Participant is authorized by the Committee or such later date as may be specified by the Committee in such authorization.

        SECTION 2.11   "Director" means any person who is a member of the Board and is not an employee of the Company, a Subsidiary or an Affiliated Entity.

        SECTION 2.12   "Eligible Employee" means any employee (including, without limitation, officers and directors who are also employees) of the Company or a Subsidiary or an Affiliated Entity thereof. For purposes of the Plan, an employee is any individual who provides services to the Company or any Subsidiary or Affiliated Entity thereof as a common law employee and whose remuneration is subject to the withholding of federal income tax pursuant to section 3401 of the Code. Employee shall not include any individual (A) who provides services to the Company or any Subsidiary or Affiliated Entity thereof under an agreement, contract, or any other arrangement pursuant to which the individual is initially classified as an independent contractor or (B) whose remuneration for services has not been treated initially as subject to the withholding of federal income tax pursuant to section 3401 of the Code even if the individual is subsequently reclassified as a common law employee as a result of a final decree of a court of competent jurisdiction or the settlement of an administrative or judicial proceeding. Leased employees shall not be treated as employees under this Plan.

        SECTION 2.13   "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        SECTION 2.14   "Fair Market Value" means (i) during such time as the Common Stock is listed upon the New York Stock Exchange or other exchanges or the Nasdaq/National Market System, the average of the highest and lowest sales prices of the Common Stock as reported by such stock exchange or exchanges or the Nasdaq/National Market System on the day for which such value is to be

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determined, or if no sale of the Common Stock shall have been made on any such stock exchange or the Nasdaq/National Market System that day, on the next preceding day on which there was a sale of such Common Stock or (ii) during any such time as the Common Stock is not listed upon an established stock exchange or the Nasdaq/National Market System, the mean between dealer "bid" and "ask" prices of the Common Stock in the over-the-counter market on the day for which such value is to be determined, as reported by the National Association of Securities Dealers, Inc. If, upon exercise of an Option, the exercise price is paid by a broker's transaction as provided in subsection 6.2(ii), Fair Market Value, for purposes of the exercise, shall be the price at which the Stock is sold by the broker.

        SECTION 2.15   "Incentive Stock Option" means an Option designated as such and granted in accordance with Section 422 of the Code.

        SECTION 2.16   "Nonqualified Stock Option" means an Option that is not an Incentive Stock Option.

        SECTION 2.17   "Option" means an Award granted under Article VI of the Plan and includes both Nonqualified Stock Options and Incentive Stock Options to purchase shares of Common Stock.

        SECTION 2.18   "Participant" means an Eligible Employee or Director of the Company, a Subsidiary, or an Affiliated Entity to whom an Award has been granted by the Committee under the Plan.

        SECTION 2.19   "Plan" means the Cimarex Energy Co. 2002 Stock Incentive Plan.

        SECTION 2.20   "Restricted Stock Award" means an Award granted to a Participant under Article VII of the Plan.

        SECTION 2.21   "Stock Unit" means a measurement component equal to the Fair Market Value of one share of Common Stock on the date for which a determination is made pursuant to the provisions of this Plan.

        SECTION 2.22   "Subsidiary" shall have the same meaning set forth in Section 424 of the Code.

ARTICLE III

PLAN ADMINISTRATION

        SECTION 3.1     Administration of the Plan; the Committee.     The Committee shall administer the Plan. Unless otherwise provided in the by-laws of the Company or the resolutions adopted from time to time by the Board establishing the Committee, the Board may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall be filled by the Board. The Committee shall hold meetings at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present or acts reduced to or approved in writing by a majority of the members of the Committee shall be the valid acts of the Committee.

        Subject to the provisions of the Plan, the Committee shall have exclusive power to:

        (i)    Select the Participants to be granted Awards.

        (ii)   Determine the time or times when Awards will be made.

        (iii)  Determine the form of an Award, whether an Option, a Restricted Stock Award, or a Stock Unit, the number of shares of Common Stock subject to the Award, all the terms, conditions (including performance requirements), restrictions and/or limitations, if any, of an Award, including the time and conditions of exercise or vesting, and the terms of any Award Agreement, which may include the waiver or amendment of prior terms and conditions or acceleration or early vesting or

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payment of an Award under certain circumstances determined by the Committee; provided that the payment of a Stock Unit may not be accelerated except as permitted by Section 409A of the Code.

        (iv)  Determine whether Awards will be granted singly or in combination.

        (v)   Accelerate the vesting, exercise or payment of an Award or the performance period of an Award, but not the payment of a Stock Unit.

        (vi)  Take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan.

        SECTION 3.2     Committee to Make Rules and Interpret Plan.     The Committee in its sole discretion shall have the authority, subject to the provisions of the Plan, to establish, adopt, or revise such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee's interpretation of the Plan or any Awards and all decisions and determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties.

        SECTION 3.3     Administration of Grants to Directors.     The Board shall have the exclusive power to select Directors for participation in the Plan and to determine the number of Nonqualified Stock Options shares of Restricted Stock, or Stock Units awarded to Directors selected for participation in the Plan. The Committee shall administer all other aspects of Awards made to Directors.

        SECTION 3.4     Delegation by Committee.     The Committee may, from time to time, delegate, to specified officers of the Company, the power and authority to grant Awards under the Plan to specified groups of Eligible Employees, subject to such restrictions and conditions as the Committee, in its sole discretion, may impose. The delegation shall be as broad or as narrow as the Committee shall determine. To the extent that the Committee has delegated the authority to determine certain terms and conditions of an Award, all references in the Plan to the Committee's exercise of authority in determining such terms and conditions shall be construed to include the officer or officers to whom the Committee has delegated the power and authority to make such determination. The power and authority to grant Awards to any Eligible Employee who is covered by Section 16(b) of the Exchange Act shall not be delegated by the Committee.

ARTICLE IV

GRANT OF AWARDS

        SECTION 4.1     Committee to Grant Awards.     The Committee may, from time to time, grant Awards to one or more Participants, provided, however, that:

        (i)    Subject to Article IX, the aggregate number of shares of Common Stock made subject to the Award of Options to any Participant in any calendar year may not exceed one million (1,000,000).

        (ii)   Prior to June 6 2005, in no event shall more than one million (1,000,000) of the shares of Common Stock subject to the Plan be awarded to Participants as Restricted Stock Awards (the "Restricted Stock Award Limit"). On and after June 6, 2005, (the date on which the stockholders approved an increase in the number of shares reserved for issuance under the Plan by 5,700,000 shares), the grant of one share of restricted stock or one restricted stock unit will reduce the additional 5,700,000 shares by two shares and a grant of one share pursuant to an option grant will reduce the 5,700,000 share by one share.

        (iii)  Any shares of Common Stock related to Awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Common Stock or are exchanged in the

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Committee's discretion for Awards not involving Common Stock, and any shares of Common Stock withheld for the payment of taxes pursuant to Section 10.3 or received by the Company as payment of the exercise price of an Option shall be available again for grant under the Plan; provided, however, that no more than 12,700,000 shares of Common Stock may be issued under I