INDEMNIFICATION AGREEMENT

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EXHIBIT 10.33

INDEMNIFICATION AGREEMENT

        THIS INDEMNIFICATION AGREEMENT (this " Agreement ") is made and entered into as of the 26th day of February, 2009, by and between Cimarex Energy Co., a Delaware corporation (the " Company "), and Thomas A. Jorden (the " Indemnitee ").

RECITALS:

        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 the interests of the Company or a subsidiary of the Company.

        1.2   " Change of Control " shall have the same meaning as defined in the Cimarex 2002 Stock Incentive Plan, as it may be amended from time to time.

        1.3   " Delaware Law " means the Delaware General Corporation Law, as amended and in effect from time to time or any successor or other statutes of Delaware having similar import and effect.

        1.4   " Enterprise " shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other entity that Indemnitee is or was serving at the request of, for the convenience of, or to represent the interests of the Company as a director, officer, employee, agent, fiduciary or other official.

        1.5   " Expenses " shall be broadly construed and shall include, without limitation, (a) all direct and indirect costs incurred, paid or accrued, (b) all attorneys' fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, food and lodging expenses while traveling, duplicating costs, printing and binding costs, telephone charges, postage, delivery service, freight or other transportation fees and expenses, (c) all other disbursements and out-of-pocket expenses, (d) amounts paid in settlement, to the extent not prohibited by Delaware Law, (e) reasonable compensation for time spent by Indemnitee for which Indemnitee is otherwise not compensated by the Company or any third party, actually and reasonably incurred in connection with or arising out

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of a Proceeding, including a Proceeding by Indemnitee to establish or enforce a right to indemnification under this Agreement, applicable law or otherwise, and (f) any and all federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.

        1.6   " Independent Counsel " shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent: (a) the Company, an affiliate of the Company or Indemnitee in any matter material to either party or (b) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's right to indemnification under this Agreement.

        1.7   " Independent Director " shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

        1.8   " Liabilities " shall mean liabilities of any type whatsoever, including, but not limited to, judgments or fines, ERISA or other excise taxes and penalties, and amounts paid in settlement (including all interest, assessments or other charges paid or payable in connection with any of the foregoing) actually and reasonably incurred by Indemnitee in connection with a Proceeding.

        1.9   " Proceeding " shall mean any pending, threatened or completed action, hearing, suit or any other proceeding, whether civil, criminal, arbitrative, administrative, investigative or any alternative dispute resolution mechanism, including without limitation any such Proceeding brought by or in the right of the Company.

        2.     Employment Rights and Duties .    Subject to any other obligations imposed on either of the parties by contract or by law, and with the understanding that this Agreement is not intended to confer employment rights on either party which they did not possess on the date of its execution, Indemnitee agrees to serve as a director or officer so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Certificate of Incorporation and By-laws of the Company or any subsidiary of the Company and until such time as Indemnitee resigns or fails to stand for election or until Indemnitee's employment, if any, terminates. Indemnitee may from time to time also perform other services at the request, or for the convenience of, or otherwise benefiting the Company. Indemnitee may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position.

        3.     Indemnification.     

        3.1   The Company shall indemnify Indemnitee to the fullest extent authorized or permitted by Delaware Law, and as Delaware Law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights under Delaware Law), against any and all Liabilities and Expenses. The right to indemnification conferred in this Agreement shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Company as a director and/or officer and shall be enforceable as a contract right.

        3.2   In addition to, and without regard to any limitations on, the indemnification provided for in paragraph 3.1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against any and all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf if, in connection with Indemnitee's service as an Agent,

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Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding. The only limitations that shall exist upon the Company's obligations pursuant to this paragraph 3.2 shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 5 and 6 hereof) to be unlawful or not otherwise permitted pursuant to the terms of this Agreement.

        4.     Advancement of Expenses.     

        4.1   All Expenses incurred by or on behalf of Indemnitee shall be advanced by the Company to Indemnitee within twenty days after the receipt by the Company of a written request for such advance which may be made from time to time, whether prior to or after final disposition of a Proceeding (unless there has been a final determination by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified for such Expenses). Indemnitee's entitlement to advancement of Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking a determination, an adjudication or an award in arbitration pursuant to this Agreement. The requests shall reasonably evidence the Expenses incurred by Indemnitee in connection therewith. Indemnitee hereby undertakes to repay the amounts advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified pursuant to the terms of this Agreement.

        4.2   Notwithstanding any other provision in this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee in connection therewith.

        5.     Procedure for Determination of Entitlement to Indemnification.     

        5.1   Whenever Indemnitee believes that Indemnitee is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification (the " Indemnification Request ") to the Company to the attention of the President with a copy to the Secretary. This request shall include documentation or information which is necessary for the determination of entitlement to indemnification and which is reasonably available to Indemnitee. Determination of Indemnitee's entitlement to indemnification shall be made no later than forty-five days after receipt of the Indemnification Request. The President or the Secretary shall, promptly upon receipt of Indemnitee's request for indemnification, advise the Board of Directors of the Company (the " Board ") in writing that Indemnitee has made such request for indemnification.

        5.2   Indemnitee shall set forth in the Indemnification Request one of the following methods to determine whether Indemnitee is entitled to indemnification:

        (a)   A majority vote of Independent Directors even though less than a quorum or a written opinion of an Independent Counsel (provided there are no such directors or if such directors so direct).

        (b)   In the event of a Change of Control, a written opinion of Independent Counsel.

        (c)   A decision by the court in which the Proceeding is or was pending upon application by Indemnitee.

        (d)   If the Board so agrees, by the stockholders of the Company in a vote that excludes the shares held by directors who are not Independent Directors.

        The Company agrees to bear any and all costs and expenses incurred by Indemnitee or the Company in connection with the determination of Indemnitee's entitlement to indemnification by any of the above forums.

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        6.     Presumptions and Effect of Certain Proceedings.     It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under Delaware Law and public policy of the State of Delaware. Accordingly, the parties agree that the following presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

        6.1   In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion. Neither the failure of the Company (including by its Board or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its Board or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

        6.2   The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. It shall be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion.

        6.3   Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee's entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

        6.4   The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion.

        6.5   The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (a) adversely affect the rights of Indemnitee to indemnification except as indemnification may be expressly prohibited under this Agreement, (b) create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably belie