exhibit10.htm


    
 

     

    
      

      

    

    
 

    EXHIBIT
10.1

     

    AMENDED
AND RESTATED

     

    SEPARATION
AGREEMENT

     

    THIS AMENDED AND RESTATED SEPARATION
AGREEMENT (this “Amended and
Restated Separation Agreement”) by and between Thomas F.
Shields (the “Executive”)
and Rex Energy Operating Corp., a Delaware corporation (the “Company”),
is made and entered into as of February 29, 2008.

     

    WHEREAS, the Executive and the
Company are parties to that certain Separation Agreement dated December 17, 2008
(the "Original
Separation Agreement"); and

     

    WHEREAS, the Executive and the
Company desire to amend and restate the Original Separation Agreement and
replace it with the following agreement.

     

    NOW, THEREFORE, in
consideration of the premises and the respective covenants and agreements of the
parties herein contained, the parties hereto agree to amend and restate the
Original Separation Agreement as follows:

     

    W I T N E S S E T
H

     

    WHEREAS, the Executive served
as the President and Chief Operating Officer of the Company and its parent, Rex
Energy Corporation (“Rex”), and
currently serves as President of the Company and of Rex;

     

    WHEREAS, the Executive’s
employment with the Company is subject to an Employment Agreement dated as of
August 1, 2007 (the “Employment
Agreement”);

     

    WHEREAS, the Executive desires
to terminate his employment with the Company effective on February 29, 2008 (the
“Date of
Termination”); and

     

    WHEREAS, the Executive and the
Company desire to set forth the parties agreements and understandings regarding
Executive’s benefits upon the termination of Executive’s employment

     

    NOW, THEREFORE, in
consideration of the premises and the respective covenants and agreements of the
parties herein contained, the parties hereto agree as follows:

     

    1. To the
extent the terms of this Amended and Restated Separation Agreement contradict
the terms of the Employment Agreement, the terms of this Amended and Restated
Separation Agreement shall supersede the terms of the Employment
Agreement.  Except as amended by this Amended and Restated Separation
Agreement, the Employment Agreement shall remain in full force and
effect.  All references to “Agreement” contained in the Employment
Agreement shall be deemed to be a reference to the Employee Agreement, as
modified by this Amended and Restated Separation Agreement.  Certain
capitalized terms used herein that are not otherwise defined are defined in
Employment Agreement, and the terms defined in this Amended and Restated
Separation Agreement shall be incorporated in the Employment
Agreement.

     

    2. Until the
close of business on the Date of Termination, Executive shall continue to be
employed as President of the Company and Rex, and the Executive’s Principal
Place of Employment shall be the Company’s office in Canonsburg,
Pennsylvania.  At the close of business on the Date of Termination,
the Executive’s employment with the Company is hereby terminated.

     

    
      
         

      

      
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    3. Following
Executive’s termination and satisfaction of the conditions herein, the Company
shall pay or provide the Executive (and his dependents, if applicable) with the
following separation benefits:

     

    (a) the
Accrued Obligation on the Company’s customary payroll date next following or
coincident with the Date of Termination;

     

    (b) if
Executive requests a distribution of his benefits under the Company’s 401(k)
plan at any time after the Date of Termination, distribution of such benefits
within 30 days of such request;

     

    (c) for a
period of nine (9) months following the Date of Termination (and under the same
terms and conditions), the medical insurance benefit coverage as described in
Section 9(e)(iv) of the Employment Agreement;

     

    (d) an amount
equal to three-quarters of his annual Base Salary for the 2008 fiscal year,
which amount shall be payable (x) in a single lump sum
payment on September 1, 2008 or (y) if as of the date of the Date of Termination the Executive
is a not a “specified employee” (as defined in
Section 409A(a)(2)(B)(i) of the Code and as determined by the Compensation
Committee in its sole discretion) (a “Specified Employee”), in approximately equal installments for a
period of nine (9) months following the Date of Termination in accordance with
the Company’s customary payroll practices; and

     

    (e) an amount
equal to the product of (1) the monthly basic life insurance premium
applicable to the Executive’s basic life insurance coverage immediately prior to
the Date of Termination and (2) nine (9) in a single lump sum payment on
(x) September 1,
2008 or (y) if as
of the Date of Termination the Executive is not a Specified Employee, February
29, 2008.

     

    All
payments and benefits hereunder shall be subject to applicable withholding
taxes.

     

    4. In
addition to the separation benefits set forth in Section 3 of this Agreement,
the Executive shall also receive the Executive’s Annual Bonus for the 2007
fiscal year payable in a single lump sum payment at a time and in a manner
consistent with the Company’s customary practices, provided, that the amount of
the payment provided in this section shall not be less than fifteen percent
(15%) of Executive’s annual Base Salary for the 2007 fiscal year.

     

    5. The
restrictions under Section 10(b) of the Employment Agreement shall
terminate on November 30, 2008 and the restrictions under and Section 10(c) of
the Employment Agreement shall terminate on May 30, 2009.

     

    6. Pursuant
to Section 20 of the Employment Agreement and in consideration of the
benefits provided herein, on the Date of Termination, Executive shall execute
the Release in the form attached to the Employment Agreement as Exhibit
A.

     

    7. The
Executive hereby resigns as a member of the Board of Directors of the Company,
Rex and all subsidiaries of Rex effective as of December 17, 2007.

     

    8. The
compensation and benefits payable to the Executive or his beneficiary under this
Amended and Restated Separation Agreement shall be in lieu of any other
severance benefits to which the Executive may otherwise be entitled upon his
termination of employment or resignation from the Board of Directors of the
Company, Rex or its subsidiaries under the Employment Agreement or any other
employment agreement or severance plan, program, policy or arrangement of the
Company or Rex.

     

    
      
         

      

      
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    9. The
validity, interpretation, construction and performance of this Amended and
Restated Separation Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania without regard to its conflicts of law principles.

     

    10. This
Amended and Restated Separation Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

     

    IN WITNESS WHEREOF, the
parties have executed this Amended and Restated Separation Agreement on the date
first above written.

     

    
      	 
      	
                 
       REX ENERGY OPERATING CORP.

                   (THE
      “COMPANY”)

               

            	 
      	
              THOMAS
      F. SHIELDS (“EXECUTIVE”)

               

               

               

            
	
              B  
      By:

            	
                   /s/  Benjamin
      W. Hulburt

            	 
      	
                /s/   Thomas
      F. Shields

            
	 
      	
                 
       Benjamin W. Hulburt, Chief Executive Officer

            	 
      	 
      


    

    


    



    
      
         


      

      
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