Form of Restricted Stock Award Agreement



 Exhibit 10.2 
 REX ENERGY CORPORATION 
 2007 LONG-TERM INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT 
 THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is effective                      (the
“Grant Date”), between Rex Energy Corporation, a Delaware corporation (the “Company”) and
                     (the “Recipient”). 
 W I T N E S S E T H : 
 WHEREAS, the Company has established the Rex Energy Corporation 2007 Long-Term Incentive Plan (the “Plan”); 
 WHEREAS, the Recipient is currently an employee of the Company or one of its Affiliates; 
 WHEREAS, the Company
desires to grant to the Recipient the shares of equity securities specified herein (the “Shares”), subject to the terms and conditions of this Award Agreement; and 
 WHEREAS, the Recipient desires to have the opportunity to hold Shares subject to the terms and conditions of this Award Agreement; 
 NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the Recipient hereby agree as follows: 
  

	1.	Definitions. For purposes of this Award Agreement, the following terms shall have the meanings indicated: 

  

	 	(a)	“Forfeiture Restrictions” shall mean any prohibitions and restrictions set forth herein with respect to the sale or other disposition of Shares issued to the
Recipient hereunder and the obligation to forfeit and surrender such shares to the Company. 

  

	 	(b)	“Restricted Shares” shall mean the Shares that are subject to the Forfeiture Restrictions under this Award Agreement. 

 Capitalized terms not otherwise defined in this Award Agreement shall have the meanings given to such terms in the Plan. 
  

	2.	 Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be issued in the Recipient’s name the
following Shares as Restricted Shares:                     
(                    ) shares of the common stock of the Company, $0.001 par value per share. The Company shall cause certificates evidencing
the Restricted Shares to be issued in the Recipient’s name, and, subject to the Forfeiture Restrictions and other terms and conditions of this Award Agreement, the Recipient shall have all the rights of a stockholder with respect to such
Restricted Shares, including the right to vote such Shares. Dividends paid with respect to Restricted Shares in cash or property other than shares of Stock or rights to acquire shares of Stock shall be paid to the Recipient currently. Dividends paid
in shares of Stock or rights to acquire shares of Stock shall be added to and become a part of the Restricted Shares. Upon issuance, the certificates shall be deposited with the Secretary of the Company or to such other depository as may be
designated by 



  

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the Committee under the Plan as a depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture Restrictions lapse and
the withholding provisions of Section 8 have been satisfied. Effective as of the Grant Date, the Recipient shall deliver to the Company all stock powers, endorsed in blank, relating to the Restricted Shares. This Award is subject to the terms
and provisions of the Plan, which are hereby incorporated herein by reference and the terms and provisions of this Award Agreement. 


  

	3.	Section 83(b) Election. The Recipient shall not exercise the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as
amended, with respect to the Restricted Shares without the written approval of the President and Chief Executive Officer or General Counsel of the Company. 

  

	4.	Transfer Restrictions. The Shares granted hereby may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of (including pursuant to a qualified domestic relations order (as defined in Section 401(a)(13) of the Internal Revenue Code of 1986, as amended, or Section 206(d)(3) of the Employee Retirement Income Security Act of 1974, as
amended)), to the extent then subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this Award Agreement shall be void and the Company shall
not be bound thereby. 

  

	5.	Vesting. The Shares that are granted hereby shall be subject to the Forfeiture Restrictions. All of the Forfeiture Restrictions shall lapse and the
Restricted Shares shall vest as follows (it being understood that the number of shares of Restricted Shares as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested
Shares specified in subparagraph (a), (b), (c), (d) or (e) below): 

  

	 	(a)	Vesting Schedule. The Recipient shall become vested as to 100% of the Restricted Shares on the
                     (    th) anniversary of the Grant Date. 

  

	 	(b)	Termination of Employment for Any Reason Other than Death, Disability or Retirement. If the Recipient’s incurs a Termination of Employment for any reason other
than death, Disability or Retirement before the Shares have vested, the Shares shall be forfeited and the Recipient shall cease to have any rights of a stockholder with respect to such forfeited Shares. 

  

	 	(c)	Death or Disability. In the event of the Recipient’s Termination of Employment due to death or Disability before all of the Shares have vested, all Forfeiture
Restrictions with respect to Shares granted hereby will immediately lapse upon the date of such Termination of Employment due to death or Disability. 

  

	 	(d)	Retirement. In the event of the Recipient’s Termination of Employment due to Retirement before all of the Shares have vested, all Forfeiture Restrictions with
respect to Shares granted hereby will immediately lapse upon the date of such Retirement. For purposes of this Award Agreement, “Retirement” means the voluntary termination by the Recipient of the Recipient’s employment
relationship with Company and all Affiliates which occurs on or after the Recipient attains the age of 65. 

  

	 	(e)	Change in Control of the Company. Notwithstanding the vesting schedule set forth above, all Forfeiture Restrictions with respect to Shares granted
hereby will immediately lapse upon a Change in Control of the Company. 

  

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 Shares that do not become vested pursuant to subparagraphs (a), (b), (c), (d) or (e) above
shall be forfeited and the Recipient shall cease to have any rights of a stockholder with respect to such forfeited Shares. 
 Upon the lapse
of the Forfeiture Restrictions with respect to Shares granted hereby and the satisfaction of the withholding provisions of Section 8, the Company shall cause to be delivered to the Recipient a stock certificate representing such Shares, and
such Shares shall be transferable by the Recipient (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). 
  

	6.	Changes in the Company’s Capital Structure. The existence of the Restricted Shares shall not affect in any way the right or power of the Company (or any
company the stock of which is awarded pursuant to this Award Agreement) or its stockholders to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or
consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding, whether of a similar character
or otherwise. 

  

	7.	Requirements of Law/Legend. The Shares granted hereby that are no longer subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any
manner which would constitute a violation of any applicable federal or state securities laws, and the Recipient agrees (i) that the Company may refuse to cause the transfer of the Shares to be registered on the applicable stock transfer records
if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law, and (ii) that the Company may give related instructions to the transfer agent, if any, to stop
registration of the transfer of the Shares. Further, the Recipient consents to the placing on the certificate for the Shares of an appropriate legend restricting resale or other transfer of the Shares except in accordance with all applicable
securities laws and rules thereunder, as well as any legend under Section 13.5 of the Plan as determined by the Committee. 

  

	8.	Tax Withholding. To the extent that the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions results in income to the Recipient for
federal, state, local or foreign income, employment, excise or other tax purposes with respect to which the Company or an Affiliate has a withholding obligation, the Company or Affiliate may deduct from other compensation payable to the Recipient
any sums required by federal, state, local or foreign tax law to be withheld with respect to the receipt of the Restricted Shares or the lapse of any Forfeiture Restrictions. In the alternative, the Company or Affiliate may require the Recipient (or
other person validly receiving the Restricted Shares) to pay such sums for taxes directly to the Company or Affiliate, as the case may be, in cash or by check within one day after the date of the receipt of the Restricted Shares or the lapse of any
Forfeiture Restrictions. In the discretion of the Committee, and with the consent of the Recipient, the Company may withhold a number of Restricted Shares deliverable to the Recipient upon the lapse of any Forfeiture Restrictions to satisfy the tax
withholding obligations of the Company or an Affiliate; provided that the Fair Market Value of the shares of Stock held back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation.


 The Company shall have no obligation upon the lapse of any Forfeiture Restrictions to deliver any shares of Stock hereunder
until the Company or an Affiliate has received payment sufficient to cover the Minimum Statutory Tax Withholding Obligation with respect to that lapse. Neither the Company nor any Affiliate shall be obligated to advise the Recipient of the existence
of the tax or the amount which it will be required to withhold. 
  

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	9.	Forfeiture for Cause. This Award shall be subject to the Forfeiture for Cause provisions set forth in Section 4.7 of the Plan.


  

	10.	No Fractional Shares. All provisions of this Award Agreement concern whole Shares. Notwithstanding anything contained in this Award
Agreement to the contrary, if the application of any provision of this Award Agreement would yield a fractional share, such fractional share shall be rounded down to the next whole Share. 

  

	11.	Notices. Any notice, instruction, authorization, request or demand required hereunder shall be in writing, and shall be delivered either by personal
delivery, by telegram, telex, telecopy or similar facsimile means, by certified or registered mail, return receipt requested, by facsimile transmission or by courier or delivery service, to the Company at Windmere Centre, 476 Rolling Ridge Drive,
Suite 300, State College, PA 16801, Attention: General Counsel, facsimile number (814) 278-7286, and to the Recipient at the Recipient’s address and facsimile number (if applicable) indicated beneath the Recipient’s signature on the
execution page of this Award Agreement, or at such other address and facsimile number as a party shall have previously designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when
received, if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested. 

  

	12.	No Employment Obligation. This Award Agreement is not an employment contract, express or implied, and no provision of this Award Agreement shall impose
upon the Company or any Affiliate any obligation to employ or continue to employ, or utilize the services of, the Recipient. The right of the Company or any Affiliate to terminate the employment of the Recipient shall not be diminished or affected
by reason of the fact that the Restricted Shares have been granted to the Recipient, and nothing in the Plan or this Award Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate any employee’s
employment at any time or for any reason not prohibited by law. 

  

	13.	Successors and Assigns. Subject to the limitations which this Award Agreement imposes upon the transferability of the Shares granted hereby and except as
otherwise provided to the contrary in this Award Agreement or in the Plan, this Award Agreement shall bind, be enforceable by and inure to the benefit of the Company and its successors and assigns, and to the Recipient and the Recipient’s
executors, administrators, agents, legal and personal representatives. 

  

	14.	Grant Subject to Terms of Plan and this Award Agreement. The Recipient acknowledges and agrees that the grant of the Restricted Shares hereunder is made
pursuant to and governed by the terms of the Plan and this Award Agreement, ratifies and consents to any action taken by the Company, the Board of Directors or the Committee concerning the Plan and agrees that the grant of the Restricted Shares
pursuant to this Award Agreement is subject in all respects to the more detailed provisions of the Plan. 

  

	15.	 Amendment and Waiver. Except as otherwise provided in Section 18.1 of the Plan, this Award Agreement may be amended, modified or
superseded by written instrument executed by the Company and the Recipient. Only a written instrument executed and delivered by the party waiving compliance hereof shall make any waiver of the terms or conditions effective. Any waiver granted by the
Company shall be effective only if executed and delivered by a duly authorized executive officer of the Company. The failure of any party at any time or times to 



  

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require performance of any provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party of any term or condition, or of
any breach of any term or condition, contained in this Award Agreement, in one or more instances, shall be construed as a continuing waiver of any such condition or breach, a waiver of any other term or condition, or a waiver of any breach of any
other term or condition. 


  

	16.	Governing Law and Severability. This Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Recipients of Awards under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal
or state courts of Pennsylvania. The invalidity of any provision of this Award Agreement shall not affect any other provision of this Award Agreement, which shall remain in full force and effect. 

  

	17.	Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be an original for all purposes but all of which
taken together shall constitute but one and the same instrument 

 [SIGNATURES BEGIN ON FOLLOWING PAGE] 
  

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 IN WITNESS WHEREOF, this Award Agreement has been duly executed and delivered as of the day and
year first above written. 
  

			
	REX ENERGY CORPORATION:
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	RECIPIENT:
		
	By:	 	  

	Name:	 	
		
	Address:	 	  

		 	  

		 	  

	Facsimile No.:	 	  



  

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