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