EXHIBIT 10.2
CIMAREX ENERGY CO.
2002 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Cimarex Energy Co., a Delaware
corporation (the “ Company ”) granted an Option
under the Cimarex Energy Co. 2002 Stock Incentive Plan, as amended
and restated, effective March 3, 2003 and as further amended
from time to time (the “ Plan ”) to purchase
shares of Common Stock of the Company to the Option Holder named
below. Unless otherwise defined herein, all defined terms in
this Notice of Grant (the “ Notice of Grant ”)
and the Terms and Conditions of Stock Option Grant following this
Notice of Grant (together, the “ Agreement ”)
shall have the meaning set forth in the Plan.
A. NOTICE OF
GRANT
|
Option Holder:
|
|
|
|
|
|
|
|
|
|
|
|
Date of Grant:
|
|
|
Award number:
|
|
|
|
|
|
|
|
|
Number of shares:
|
|
|
Option Price per share:
|
$
|
|
|
|
|
|
|
|
Type of option
|
Nonqualified stock option
|
|
|
|
|
|
|
|
|
|
|
Expiration Date:
|
|
|
|
|
Vesting schedule: Subject to the provisions of this
Agreement, the Plan and Option Holder’s continuous employment
(or other service) with the Company, the Option vests and becomes
exercisable to purchase shares of Common Stock as set forth
below:
|
Employment
Vesting Date
|
|
Percentage of
Shares That Vest
|
|
Number of
Shares That Vest
|
|
|
,
2009
|
|
33 1/3
|
%
|
|
|
|
,
2010
|
|
33 1/3
|
%
|
|
|
|
,
2011
|
|
33 1/3
|
%
|
|
|
By signature below, the Option
Holder and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this
Agreement. The Option Holder has reviewed the Plan, a copy of
which is attached, and agrees that the Plan will control in the
event any provision in this Agreement is in conflict with the
Plan. The Option Holder hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Committee (or its designee) upon any questions relating to the Plan
or Agreement.
|
Option Holder
|
|
Cimarex Energy Co.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
F. H. Merelli, Chief Executive
Officer
|
|
|
|
|
|
and President
|
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
|
|
|
|
|
|
|
|
1
B. TERMS AND CONDITIONS OF
STOCK OPTION GRANT
1.
Grant of Option
. The Company grants to the Option Holder
named in the Notice of Grant (the “ Option Holder
”) a Nonqualified stock option (the “Option”) to
purchase the number of shares of Common Stock, at the exercise
price per share set forth in the Notice of Grant (the “
Option Price ”), subject to all of the terms and
conditions in this Agreement and the Plan, which is incorporated by
reference. In the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan will
prevail.
The Option is not intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the “ Code
”).
2.
Option Term; Expiration
Date .
The term of the Option is ten
(10) years measured from the Date of Grant, unless sooner
terminated under this Agreement or the Plan (the “
Expiration Date ”).
3.
Vesting
. The Option is only exercisable, in whole
or in part, on or before the Expiration Date and then only with
respect to the vested portion of the Option.
(a)
Except as otherwise provided in this
Agreement and the Plan, the Option vests and becomes exercisable to
purchase shares of Common Stock as set forth in the Notice of
Grant. Shares scheduled to vest on a certain date or upon the
occurrence of a certain condition will not vest in the Option
Holder in accordance with any of the provisions of this Agreement,
unless the Option Holder will have been an employee (or other
service provider) of the Company, a Subsidiary or an Affiliated
Entity continuously from the Date of Grant until the date such
vesting occurs.
(b)
Upon the occurrence of one of the
following events, the Option will become immediately and
automatically vested:
(i)
A Change of
Control Event under the conditions described in the Plan;
or
(ii)
The death or
Disability (as defined in the Plan) of the Option
Holder.
4.
Termination of Employment
– Option Exercise. Except as otherwise set forth in this
Agreement, the Option may be exercised upon termination of
employment (or other service) on or before the Expiration Date as
follows:
(a)
Upon the death or Disability of the
Option Holder, the vested portion of the Option may be exercised by
the Option Holder (or his or her personal representative in the
case of death) during the remaining term of the Option, but in no
event after the Expiration Date.
(b)
Upon termination of employment (or
other service) of the Option Holder for any other reason other than
Cause, the vested portion of the Option may be exercised by the
Option Holder within three (3) months following the date of
such termination, but in no event after the Expiration
Date.
If the Option Holder’s employment (or
other service) with the Company is terminated for Cause prior to
the Expiration Date, the entire Option, whether or not vested,
shall become void, shall be forfeited and shall terminate
immediately upon the termination of employment (or other service)
of the Option Holder. For this purpose, Cause shall mean a
conviction (or pleading nolo contendere ) of a felony or
termination of employment (or other service) due to a violation of
the Company’s Code of Business Conduct and Ethics, as
determined by the Committee (or its designee) in good faith
(“ Cause ”).
2
5.
Exercising the
Option . The
Option may be exercised on or before the Expiration Date in
accordance with the Plan and the terms of this Agreement. The
Option may be exercised by delivery of a Notice of
