exhibit10.htm


    
      

      

    

     

     

     

    Rex
      Energy Corporation

    Director
      Compensation Plan

    


    Effective
      as of January 1, 2008

    


    This
      Director Compensation Plan (this “Plan”) of Rex Energy Corporation, a Delaware
      corporation (the “Company”), summarizes the director compensation of the
      Company.  The compensation that this Plan provides shall replace the
      compensation that Section 2(a) of any Independent Director’s Agreement may have
      provided prior to the effective date of this Plan as of the effective date
      of
      this Plan.  Any Participant’s acceptance of compensation under this
      Plan shall be deemed as the Participant’s acceptance of this Plan’s modification
      to Section 2(a) of the Participant’s Independent Director
      Agreement.

    


    
      	
              1.  

            	
              Definitions,
                Administration and
                Construction

            


    

    


    
      	
               

            	
              (a)

            	
              The
                following capitalized terms used in this Plan shall have the following
                meanings given to each of them in this Section
                1(a):

            


    

    


    
      	
               

            	
              “Annual
                Governance Cycle” means the period from the Board meeting immediately
                following the Company’s Annual Meeting of Stockholders until the next such
                meeting the following year;

            


    

    


    
      	
               

            	
              “Board”
                means the Board of Directors of the
                Company;

            


    

    


    
      	
               

            	
              “Committee”
                means a committee of the Board;

            


    

    


    
      	
               

            	
              “Common
                Stock” means Company Common Stock, $.001 par value per
                share;

            


    

    


    
      	
               

            	
              “Compensation
                Committee” means the Compensation Committee of the
                Board;

            


    

    


    
      	
               

            	
              “Equity
                Plan” means the Company’s 2007 Long-Term Incentive Plan or any successor
                plan; and

            


    

    


    
      	
               

            	
              “Participant”
                means a director of the Company who is not an employee of the
                Company.

            


    

    


    
      	
               

            	
              “Secretary”
                means the Secretary of the Company.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Compensation Committee shall administer this Plan.  The
                Compensation Committee may adopt rules for the administration of
                this Plan
                as it may deem necessary or advisable.  The Compensation
                Committee shall administer this Plan in accordance with Section 409A
                of
                the Internal Revenue Code of 1986, as amended (the “Code”), for deferrals
                made after December 31, 2004.  The Compensation Committee has
                full and absolute discretion in the exercise of each and every aspect
                of
                the rights, power, authority and duties retained or granted it under
                this
                Plan, including the authority to determine all facts, to interpret
                this
                Plan, to apply the terms of this Plan to the facts determined, to
                make
                decisions based upon those facts and to make any and all other decisions
                required of it by this Plan, such as the right to benefits, the correct
                amount and form of benefits, the determination of any appeal, the
                review
                and correction of the actions of any prior administrative committee,
                and
                the other rights, powers, authority and duties specified in this
                paragraph
                and elsewhere in this Plan.  Notwithstanding any provision of
                law, or any explicit or implicit provision of this document, any
                action
                taken, or finding, interpretation, ruling or decision made by the
                Compensation Committee in the exercise of any of its rights, powers,
                authority or duties under this Plan shall be final and conclusive
                as to
                all parties, including without limitation all Participants, former
                Participants and beneficiaries, regardless of whether the Compensation
                Committee or one or more of its members may have an actual or potential
                conflict of interest with respect to the subject matter of the action,
                finding, interpretation, ruling or decision.  No final action,
                finding, interpretation, ruling or decision of the Compensation Committee
                shall be subject to de novo review in any judicial
                proceeding.  No final action, finding, interpretation, ruling or
                decision of the Compensation Committee may be set aside unless it
                is held
                to have been arbitrary and capricious by a final judgment of a court
                having jurisdiction with respect to the
                issue.

            


    

    


    
      	
               

            	
              (c)

            	
              Except
                as expressly stated to the contrary, references in this plan to
                “including” mean “including, without limitation” and to “persons” mean
                natural persons and legal entities.

            


    

    


    2.           Retainers.

    


    
      	
               

            	
              (a)

            	
              From
                time to time, the Board (or at its direction, the Compensation Committee)
                may set retainers for Participants for their service as a member
                of the
                Board or one or more of its Committees.  Retainers for a
                Participant, including those for Committee chairs, may vary from
                those of
                other Participants.  The current retainers for Participants are
                listed on Exhibit A.

            


    

    


    
      	
               

            	
              (b)

            	
              Annual
                retainers are intended to compensate Participants for each Annual
                Governance Cycle.  A Participant who joins the Board during an
                Annual Governance Cycle shall receive annual retainers that are pro-rated
                based on the number of whole or partial months of an Annual Governance
                Cycle in which the Participant first serves.  The Company shall
                pay the joining Participant these retainers in cash in quarterly
                installments until the beginning of the next Annual Governance Cycle
                in
                accordance with Section 2(c).

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Company shall pay to each Participant annual retainers in cash in
                four
                quarterly installments.  The Company shall pay each installment
                to the Participant on the date of the first regular meeting of the
                Board
                for that quarter.  If no such regular meeting is held during a
                quarter, the Company shall pay the Participant the installment on
                the last
                day of the calendar quarter.

            


    

    


    3.           Meeting
      Fees.

    


    
      	
               

            	
              (a)

            	
              From
                time to time, the Board (or at its direction, the Compensation Committee)
                may set meeting fees for Participants for their attendance at meetings
                of
                the Board or one or more of its Committees.  The amount of the
                meeting fees for a Participant, including those for Committee chairs,
                may
                vary from those of other Participants.  The current meeting fees
                for Participants are listed on Exhibit
                A.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                meeting fees shall be due and payable to each Participant upon the
                Participant’s attendance at the applicable
                meeting.

            


    

    


    
      	
               

            	
              (c)

            	
              Meeting
                fees shall be paid in cash.

            


    

    


    3.           Equity
      Grants.

    


    From
      time
      to time, the Board (or at its direction, the Compensation Committee) may make
      grants of Common Stock or Common Stock derivatives (such as stock options or
      restricted unit awards) to Participants as compensation for their service on
      the
      Board with such terms and conditions as are stated in the grant.  The
      grant shall be made pursuant to this Plan and the terms of the Equity
      Plan.  The current equity grants are summarized on Exhibit
      A.

    


    4.           Expenses

    


    Upon
      submission of appropriate receipts, invoices or vouchers as the Company may
      reasonably require, the Company shall reimburse each Participant for all
      reasonable out-of-pocket expenses that the Participant may incur in connection
      with the Participant’s performance of the Participant’s duties as a
      director.

    


    5.           General

    


    
      	
               

            	
              (a)

            	
              None
                of this Plan, the Equity Plan, the grant of any award under this
                Plan or
                the Equity Plan or any other action taken pursuant to this Plan or
                the
                Equity Plan shall constitute or be evidence of any agreement or
                understanding, express or implied, that the Company will retain a
                Participant for any period of time or at any particular rate or amount
                of
                compensation.

            


    

    


    
      	
               

            	
              (b)

            	
              Except
                by the laws of decent and distribution in the event of a Participant’s
                death, the rights and benefits of this Plan may not be assigned or
                otherwise transferred.  A Participant shall cease to be a
                Participant under this Plan upon the Participant’s termination of his or
                her directorship with the Company whether by death, disability,
                retirement, resignation or removal.

            


    

    


    
      	
               

            	
              (c)

            	
              Any
                notice to the Company that this Plan requires shall be in writing,
                addressed to the Secretary and be effective when the Secretary receives
                the notice.

            


    

    


    
      	
               

            	
              (d)

            	
              This
                Plan and any determination or action taken respecting this Plan shall
                be
                governed by and construed in accordance with the laws of the State
                of
                Delaware, without reference to its law of conflicts of
                law.

            


    


    
      
              

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    Exhibit
      A

    


    Board
      Retainers as of January 1, 2008

    


    
      	
               

            	
              Annual
                retainer = $20,000

            


    

    
      	
               

            	
              Annual
                retainer for Governance Committee Chair =
                $5,500

            


    

    
      	
               

            	
              Annual
                retainer for Compensation Committee Chair =
                $5,500

            


    

    
      	
               

            	
              Annual
                retainer for Audit/Ethics Committee Chair =
                $10,000

            


    

    
      	
               

            	
              Annual
                retainer for Committee members = $0

            


    

    


    Meeting
      fees as of January 1, 2008

    


    
      	
               

            	
              $1,500
                for each Board meeting attended

            


    

    
      	
               

            	
              $850
                for each Committee meeting attended

            


    

    


    Equity
      grants as of January 1, 2008

    


    Options
      to purchase 25,000 shares of the Company’s Common Stock (with a strike price
      equal to the reported closing price on the NASDAQ Stock Market on the date
      of
      grant) vesting 1/3 of the option on each of the 1st, 2nd
      and 3rd anniversaries
      of
      the date of grant and subject to such other terms and conditions as may be
      set
      forth in a stock option agreement, the form of which shall be approved by the
      Compensation Committee from time to time, which grant is to be made on the
      first
      meeting of the Board following the annual meeting of stockholders of the
      Company.


    
      
              

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