Form 8-K CIMAREX ENERGY CO For: Sep 23

 

Exhibit 10.1

 

CIMAREX ENERGY CO.

DIRECTOR EMERITUS AGREEMENT

 

This Director Emeritus Agreement (this “Agreement”) is entered into by and between Cimarex Energy Co. (the “Company”), a Delaware corporation, and Michael J. Sullivan (“Mr. Sullivan”) effective September 30, 2019 (the “Effective Date”).

 

WHEREAS, Michael J. Sullivan informed the Board of Directors of the Company (the “Board”) that he will resign as a Director on the Effective Date and the Board believes it is in the best interests of the Company to appoint Mr. Sullivan as a Director Emeritus following the completion of his term as a Director;

 

WHEREAS, the Company recognizes the specialized knowledge and expertise of Mr. Sullivan related to the business affairs of the Company and the oil and gas industry generally, and that upon Mr. Sullivan’s retirement, the Board of Directors of the Company wishes to appoint Mr. Sullivan to the position of Director Emeritus of the Company; and

 

WHEREAS, Mr. Sullivan and the Company desire to enter into this Agreement in order to detail the terms and conditions of such Director Emeritus relationship hereinafter contained;

 

NOW, THEREFORE, in consideration of the covenants and terms contained in this Agreement, and of the mutual benefits accruing to the Company and Mr. Sullivan therefrom, the Company and Mr. Sullivan, intending to be legally bound, do hereby agree as follows:

 

1.

Business Relationship.

 

Effective immediately following the resignation of Mr. Sullivan as a Director on the Effective Date, Mr. Sullivan shall be appointed as a Director Emeritus to serve until September 30, 2021 or until his earlier resignation or removal by the vote of a majority of the Board.

 

2.

Director Emeritus Duties.

 

(a)

Mr. Sullivan’s service as Director Emeritus shall have the following terms and conditions and such other or amended terms and conditions as determined from time to time by the Board: Mr. Sullivan shall serve as a consultant to the Board; may be invited to attend regular meetings of the Board and, if present, may participate in the discussions occurring at such meetings; shall not be counted for the purpose of determining whether a quorum is present and shall have no ability to vote on or consent to any matters brought before the Board; shall not have any of the responsibilities or liabilities of a Director, nor any of a Director’s rights, powers or privileges, including any decision-making power; shall remain subject to the Company’s Code of Business Conduct and Ethics, Insider Trading Policy, and Insider Trading Policy Additional Procedures; shall continue to be subject to the requirements of Section 16 of the Securities Exchange Act of 1934, as amended; and shall be entitled to an indemnification agreement with the Company is substantially the form of his current indemnification agreement with the Company as a Director of the Company.

 

(b)

Mr. Sullivan shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2(a) above.

 

(c)

Mr. Sullivan shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury or during reasonable periods of personal leave.

 

(d)

Mr. Sullivan shall not enter into any agreements or make commitments on behalf of the Company without the prior written consent or approval of the Company’s Chief Executive Officer and President.

 

 

3.

Remuneration.

 

As remuneration for Mr. Sullivan’s service as a Director Emeritus, Mr. Sullivan shall be paid a retainer at the rate of $85,000 per year, with $85,000 payable on June 1, 2020 and $28,333 payable on June 1, 2021 for the period from June 1, 2021 until September 30, 2021.

 

4.

Termination.

 

(a)

Mr. Sullivan may terminate this Agreement at any time upon his resignation as Director Emeritus.

 

(b)

The Board may terminate this Agreement at any time by the vote of a majority of the Board.

 

(c)

In the event of the disability (as defined in the Company’s 2019 Equity Incentive Plan) or death of Mr. Sullivan during the term of this Agreement, this Agreement shall terminate without further action by the Company.

 

5.

Confidential Business.

 

Mr. Sullivan, during the term of this Agreement, will not, without the express written consent of the Company, directly or indirectly communicate or divulge to, or use for his own benefit or for the benefit of any other person, firm, association, or corporation, any trade secrets, proprietary data or other confidential information communicated to or otherwise learned or acquired by Mr. Sullivan from the Company while serving as an Director Emeritus, except that Mr. Sullivan may disclose such matters to the extent that disclosure is (a) requested by the Company or (b) required by a court or other governmental agency of competent jurisdiction.  The provisions of this Section 5 shall survive any expiration or termination of this Agreement.

 

6.

Independent Contractor.

 

The parties hereto agree and acknowledge that the relationship between the Company and Mr. Sullivan shall be that of an independent contractor and not that of employer-employee, master-servant or principal-agent.  Nothing in this Agreement, or its implementation, shall be construed to be to the contrary.

 

7.

Complete Agreement.

 

This Agreement, and any attachments or exhibits appended hereto, shall represent the complete agreement between the Company and Mr. Sullivan concerning the subject matter hereof and supersedes all prior agreements or understandings, written or oral.  No attempted modification or waiver of any of the provisions hereof shall be binding on either party unless made in writing and signed by both Mr. Sullivan and the Company.

 

8.

Notices.

 

Any notice required or permitted to be given hereunder shall be in writing and shall be effective three (3) business days after it is properly sent by registered or certified mail, if to the Company, to its Chief Executive Officer at the administrative offices of the Company, or if to Mr. Sullivan to the address set forth beneath his signature to this Agreement, or to such other address as either party may from time to time designate by written notice.

 

9.

Assignability.

 

This Agreement may not be assigned by either party without the prior written consent of the other party, except that no consent is necessary for the Company to assign this Agreement to a corporation succeeding to substantially all the assets or business of the Company whether by merger, consolidation, acquisition or otherwise. This Agreement shall be binding upon Mr. Sullivan, his heirs and permitted assigns and upon the Company, its successors and permitted assigns.

 

 

10.

Severability.

 

Each of the sections contained in this Agreement shall be enforceable independently of every other section in this Agreement, and the invalidity or non-enforceability of any section shall not invalidate or render non-enforceable any other section contained herein.  If any section or provision in a section is found invalid or unenforceable, it is the intent of the parties that a court of competent jurisdiction shall reform the section or provisions to produce its nearest enforceable economic equivalent.

 

11.

Governing Law.

 

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of Delaware. 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

	Cimarex Energy Co. (“Company”)
	By:	/s/ Thomas E. Jorden
	Name:	Thomas E. Jorden
	Title:	Chairman, Chief Executive Officer and President
	/s/ Michael J. Sullivan
	Michael J. Sullivan

 

 

 

Exhibit 99.1

 

Cimarex Energy Co.
1700 Lincoln Street, Suite 3700
Denver, CO 80203
Phone: (303) 295-3995

 

Cimarex Announces Changes to its Board of Directors

Kathleen Hogenson Joins Following the Retirement of Michael Sullivan

 

DENVER, September 23, 2019 - Cimarex Energy Co. (NYSE: XEC) today announced the retirement of Michael J. Sullivan from its Board of Directors and the appointment of Kathleen A. Hogenson as an independent director of Cimarex effective September 30, 2019.

 

Cimarex Chairman, President and Chief Executive Officer, Tom Jorden, stated, “We are very pleased to announce the addition of Kathleen Hogenson to the Cimarex board. Her more than 35 years of experience and leadership in the oil and gas industry along with her background in E&P Technology and Data Analytics will make her a strong addition to our Boardroom. We welcome her perspective and thank her for her willingness to serve.”

 

Ms. Hogenson is President and Chief Executive Officer at Zone Oil & Gas, LLC, which she co-founded in 2007. Previously, Ms. Hogenson served as President and CEO of Santos USA Corp. and Vice President of Technology at Unocal Corporation for a combined 10 years. Ms. Hogenson was employed at Maxus Energy prior to Unocal serving in a variety of roles. She currently serves on the board of directors of First Quantum Minerals Ltd and Verisk Analytics Inc.

 

Ms. Hogenson earned a Bachelor of Science in Chemical Engineering from The Ohio State University in 1982.

 

Mr. Jorden went on to say, “I also want to thank Governor Sullivan for his dedicated service to Cimarex. It would be impossible to overstate the contribution that Mike Sullivan has made to Cimarex. Since joining our board at the founding of Cimarex in 2002, Mike has helped guide Cimarex to become a premier E&P company. We are grateful that he has agreed to serve as Director Emeritus for the next two years, allowing Cimarex ongoing access to his wisdom, insights and judgment.”

 

About Cimarex Energy

Denver-based Cimarex Energy Co. is an independent oil and gas exploration and production company with principal operations in the Permian Basin and Mid-Continent areas of the U.S.

 

FOR FURTHER INFORMATION CONTACT

 

Karen Acierno – Vice-President of Investor Relations

303.285.4957

 

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