NOTICE OF GRANT OF RESTRICTED STOCK AND AWARD AGREEMENT (PERFORMANCE AWARD)

Exhibit 10.4

Cimarex energy co.

1700 Lincoln Street, Suite 1800

Denver, Colorado 80203-4518

NOTICE OF GRANT OF RESTRICTED STOCK

AND AWARD AGREEMENT (PERFORMANCE AWARD)

By accepting this agreement online, you and Cimarex Energy Co. (the “Company”) agree that this restricted stock award is granted under and governed by the terms and conditions of the Company’s 2014 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), both of which are attached and made a part of this document.  In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Agreement, the terms and conditions of the Plan will prevail.

AWARD AGREEMENT

1.Grant of Restricted Stock.  Pursuant to the Plan and subject to the terms and conditions of this Agreement, you are granted the shares of restricted stock (“Restricted Stock”) as set forth in the foregoing Notice of Grant as an Other Stock Award pursuant to Article VIII of the Plan.  Upon the Company’s achievement of pre-determined objectives for a specified performance period, some or all of the shares of Restricted Stock will vest (the “Vested Shares”).  Prior to the end of the Performance Period (as defined in Paragraph 3), the Restricted Stock may be evidenced in the manner the Company deems appropriate, including, without limitation, a book-entry registration or issuance of a stock certificate or certificates.  At the end of the Performance Period the shares will be disposed of as provided in Paragraph 7.

2.Voting Rights and Ordinary Cash Dividends.    Prior to the end of the Performance Period you are entitled to the voting rights of a holder of the Company’s common stock.

During the Performance Period, you will receive dividends for each dividend record date occurring during the Performance Period on 50% of the shares that are subject to this grant (which represents the minimum number of shares payable under this award, as shown on Appendix A to this Agreement (the “Minimum Shares”)).  With respect to the remaining number of shares subject to this grant, the Company will accrue dividends on those shares for each dividend record date occurring during the Performance Period.  At the end of the Performance Period, the number of Vested Shares to be paid to you will be calculated in accordance with paragraph 4 of this Agreement.  At that time you will receive the dividends accrued by the Company that are attributable to the Vested Shares in excess of the Minimum Shares paid to you in accordance with such calculation.  Any dividends that are accrued on shares that are forfeited as a result of the calculation described in paragraph 4 will also be forfeited and returned to the Company’s general funds.

3.Performance Period.    Except as provided in Paragraphs 5 and 6, the “Performance Period” shall be the three-year period beginning with the Date of Grant as provided in the foregoing Notice of Award and ending on the third anniversary of the Date of Grant.  You may not sell, assign, transfer by gift or otherwise, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise, any of the shares of Restricted Stock prior to expiration of the Performance Period.

4.Performance Goals.  The number of Vested Shares will be determined at the end of the Performance Period and will be based upon the Company’s stock price performance relative to that of a defined peer group.  The peer group will be comprised of the exploration and production companies that were included in the S&P 400 Oil and Gas Exploration Index and the S&P 500 Oil and Gas Exploration Index, or any successor index, on both the last day of the month immediately preceding the beginning of the Performance Period and on the last day of the Performance Period (the “Performance Peer Group”).  The calculation of the exact number of Vested Shares to be issued shall be determined as follows:

a.The calculated percentage difference between (i) and (ii), below:

(i)the average (rounded to the second decimal place) of the per share closing price of the Company’s common stock and the common stock of each company in the Peer Group over 30 trading days preceding the beginning of the Performance Period, and

(ii)the average (rounded to the second decimal place) of the per share closing price of the Company’s common stock and the common stock of each company in the Peer Group over 30 trading days preceding the end of the Performance Period.

b.After determination of the percentage difference as provided in 4.a., the Company and the companies in the Performance Peer Group will be ranked from the highest percentage to the lowest percentage, with the highest percentage company ranked as first and the lowest percentage company as the last number of the total number of companies in the Performance Peer Group.

c.The Company’s relative performance percentile will be calculated by subtracing the Company’s absolute rank from the total number of companies in the Peer Group and dividing the result by the total number of companies in the Peer Group.

d.The result obtained in 4.c. will serve as the basis for the percentage of Vested Shares to be held by you.  The applicable percentages are set forth on Appendix A to this Agreement.

5.Termination of Employment.

a.Death or Disability.  If your employment with the Company terminates on account of death or disability (as defined below) prior to the end of the Performance Period, you will receive the number of Vested Shares calculated in accordance with paragraph 4, except that the end of the Performance Period will be the date of death or disability.

You will be considered disabled if you are (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of Cimarex.

b.Other Terminations.  If your employment is terminated, voluntarily or involuntarily, for any reason other than death or disability prior to the end of the Performance Period, your Restricted Stock will be forfeited.

6.Change in Control.    Upon the occurrence of a Change in Control, as defined in the Plan, you will receive the number of Vested Shares calculated in accordance with paragraph 4,  except that the end of the Performance Period shall be the date of the Change in Control.

7.Removal of Restrictions.  Upon expiration of the Performance Period, the Company will deliver to you the number of Vested Shares computed in accordance with this Agreement.  In conformity with its insider trading policy, Cimarex may elect to electronically deliver the shares to your account at a  brokerage firm selected by the Company.  You shall forfeit and assign to the Company, without any consideration, any shares of Restricted Stock to which you are not entitled at the end of the Performance Period.

8.Withholding Taxes.  Unless you make other arrangements with the Company,  the Company will withhold a number of Vested Shares having a Fair Market Value (as defined in the Plan) on the date of payment equal to the minimum statutory total tax that could be withheld on the transaction.  You may also make arrangements with the Company to pay the amount of taxes required by law or to deliver to the Company previously owned shares of common stock having a Fair Market Value on the date of payment equal to the minimum statutory total tax.  In no event shall any form of payment made by

you be permitted if it would result in an accounting charge with respect to shares delivered to pay such taxes, unless otherwise approved by the Company’s Compensation and Governance Committee.

9.Effect of Prohibited Transfer.  If any transfer of Restricted Stock is made or attempted to be made contrary to the terms of this Agreement, the Company will have the right to acquire, without the payment of any consideration, such shares from you or your transferee, at any time before or after a prohibited transfer.  In addition to any other legal or equitable remedies it may have, the Company may enforce its rights to specific performance to the extent permitted by law and may exercise such other equitable remedies then available to it.  The Company may refuse for any purpose to recognize any transferee who receives shares contrary to the provisions of this Agreement as a stockholder and may retain and/or recover all dividends on such shares that were paid or payable subsequent to the date on which the prohibited transfer was made or attempted.

10.Clawback. By accepting this Performance Award, you expressly agree that, in the event of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws, the Committee has the right to use reasonable efforts to recover from you this Performance Award, during the three-year period preceding the date on which the Company is required to prepare an accounting restatement.  This clawback policy will be interpreted in the best judgment of the Committee in a manner consistent with any applicable rules or regulations adopted by the Securities and Exchange Commission or the New York Stock Exchange Stock Market as contemplated by the Dodd-Frank Act.

11.Miscellaneous.

Attachments:

2014 Equity Incentive Plan
Plan Prospectus
Insider Trading Policy

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Appendix A

Cimarex Energy Co.

Performance Award Agreement