exhibit_10-2.htm


    
      	 	
                                        
                Exhibit 10.2

            


    

    


    INDEPENDENT
      DIRECTOR AGREEMENT

    


                  
      THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 17th day of
      October, 2007 (the “Agreement”), between REX ENERGY CORPORATION, a Delaware
      corporation with an address at 1975 Waddle Road, State College, Pennsylvania
      16803 (the "Company"), and JOHN W. HIGBEE ("Director").

    


    WHEREAS,
      it is essential to the Company
      to retain and attract as directors the most capable persons available to serve
      on the board of directors of the Company (the "Board"); and

    


    WHEREAS,
      the Company believes that
      Director possesses the necessary qualifications and abilities to serve as a
      director of the Company and to perform the functions and meet the Company’s
      needs related to its Board,

    


    NOW,
      THEREFORE, in consideration of the
      mutual promises contained herein, the benefits to be derived by each party
      hereunder and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties agree as follows:

    


    1.  Service
      as Director.   Director will serve as a director of the
      Company and perform all duties as a director of the Company, including without
      limitation (a) attending meetings of the Board, (b) serving on one or more
      committees of the Board (each a "Committee") and attending meetings of each
      Committee of which Director is a member, and (c) using reasonable efforts to
      promote the business of the Company. The Company currently intends to hold
      at
      least one in-person regular meeting of the Board and each Committee each
      quarter, together with additional meetings of the Board and Committees as may
      be
      required by the business and affairs of the Company.  In fulfilling
      his responsibilities as a director of the Company, Director agrees that he
      shall
      act honestly and in good faith with a view to the best interests of the Company
      and exercise the care, diligence and skill that a reasonably prudent person
      would exercise in comparable circumstances.

    


    2.  Compensation
      and Expenses.

    


    (a)  Monthly
      Retainer.  For the services provided to the Company as a director
      and until such time as the Board (or its designated Committee) establishes
      different compensation for its non-employee directors, the Company will pay
      to
      Director a retainer in the amount of $5,000 per month (the "Retainer") for
      each
      month that Director serves as a director of the Company.  The Retainer
      will be paid to Director by the fifteenth day of each month.  Director
      and the Company each acknowledge and agree that the compensation paid to
      Director for services provided to the Company may be amended or modified by
      the
      Board at any time and from time to time.

    


    (b)  Expenses.    Upon
      submission of appropriate receipts, invoices or vouchers as may be reasonably
      required by the Company, the Company will reimburse Director for all reasonable
      out-of-pocket expenses incurred in connection with the performance of Director’s
      duties under this Agreement.

    


    (c)  Other
      Benefits.  The Board (or its designated Committee) may from time
      to time authorize additional compensation and benefits for Director, including
      additional compensation for service as chairman of a Committee and awards under
      any stock incentive, stock option, stock compensation or long-term incentive
      plan of the Company, including, without limitation, the Company’s 2007 Long Term
      Incentive Plan or any other plan that may later be established by the
      Company.

    


    3.  Director
      and Officer Liability Insurance.   To the extent the Company
      maintains an insurance policy or policies providing directors’ and officers’
liability insurance, Director shall be covered by such policy or policies,
      in
      accordance with its or their terms, to the maximum extent of the coverage
      available for any of the Company’s directors or officers.

    


    4.  Limitation
      of Liability; Right to Indemnification.  Director shall be
      entitled to limitations of liability and the right to indemnification against
      expenses and damages in connection with claims against Director relating to
      his
      service to the Company to the fullest extent permitted by the Company’s
      Certificate of Incorporation and Bylaws (as such documents may be amended from
      time to time), the General Corporation Law of the State of Delaware and other
      applicable law.

    


    5.  Amendments
      and Waiver.  No supplement, modification or amendment of this
      Agreement will be binding unless executed in writing by both parties. No waiver
      of any provision of this Agreement on a particular occasion will be deemed
      or
      will constitute a waiver of that provision on a subsequent occasion or a waiver
      of any other provision of this Agreement.

    


    6.  Binding
      Effect.    This Agreement will be binding upon and inure
      to the benefit of and be enforceable by the parties and their respective
      successors and assigns.

    


    7.  Severability.    The
      provisions of this Agreement are severable, and any provision of this Agreement
      that is held by a court of competent jurisdiction to be invalid, void, or
      otherwise unenforceable in any respect will not affect the validity or
      enforceability of any other provision of this Agreement.

    


    8.  Governing
      Law.  This Agreement will be governed by and construed and
      enforced in accordance with the laws of the State of Delaware applicable to
      contracts made and to be performed in that state without giving effect to the
      principles of conflicts of laws.

    


    9.  Entire
      Agreement.  This Agreement constitutes the entire understanding
      between the parties with respect to the subject matter hereof, superseding
      all
      negotiations, prior discussions and prior agreements and understanding relating
      to such subject matter.

    


    10.  Miscellaneous.  This
      Agreement may be executed by the Company and Director in any number of
      counterparts, each of which shall be deemed an original instrument, but all
      of
      which together shall constitute but one and the same instrument.  Any
      party may execute this Agreement by facsimile signature and the other party
      will
      be entitled to rely on such facsimile signature as evidence that this Agreement
      has been duly executed by such party.  Any party executing this
      Agreement by facsimile signature will promptly forward to the other party an
      original signature page by overnight courier.  Director acknowledges
      that this Agreement does not constitute a contract of employment and does not
      imply that the Company will continue his service as a director for any period
      of
      time.

    


    IN
      WITNESS WHEREOF, the parties have
      executed this Agreement as of the date shown above.

    


    
      	 	
              REX
                ENERGY CORPORATION

            	 
	 	 	 
	 	
              By:

            	
              /s/  Benjamin
                W. Hulburt

            	 
	 	 	
              Benjamin
                W. Hulburt

            	 
	 	 	
              Chief
                Executive Officer

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/  John
                W. Higbee

            	 
	 	
              John
                W. Higbee