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Exhibit
10.29
REX ENERGY
CORPORATION
2007 LONG-TERM INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK
OPTION AGREEMENT (this “ Agreement ”)
is effective
(the “ Grant Date ”), between Rex Energy
Corporation, a Delaware corporation (the “
Company ”), and
(the “ Director ”).
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 ”); and
WHEREAS , the Director
is currently a member of the Company’s Board of Directors
(the “ Board ”); and
WHEREAS, the Company
desires to encourage the Director’s continued service as a
member of the Board and, as an inducement thereto, has determined
to grant to the Director pursuant to the Plan the option provided
for herein.
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 Director hereby agree as follows:
| 1. |
Definitions. Capitalized terms not otherwise
defined in this Award Agreement shall have the meanings given to
such terms in the Plan. |
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2.
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Grant .
Effective as of the Grant Date, the Company hereby grants to the
Director pursuant to the terms and conditions of the Plan an option
(the “ Option ”) to purchase
shares of common stock of the Company, $0.001 par value per share (
“Common Stock” ), at a price of $
per share (the “ Option Price ”). The
Option shall be for a term commencing on the Grant Date and ending
on the date immediately preceding the tenth (10 th ) anniversary of the Grant Date
(the “ Expiration Date ”) (unless such
Option terminates earlier as provided in this Award Agreement or as
set forth under the terms of the Plan). The Option 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.
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(a) |
Vesting . On the first anniversary of the Grant
Date, the Option shall be vested and become exercisable with
respect to one-third (1/3) of the shares subject to the
option. On the second anniversary of the Grant Date, the Option
shall be vested and become exercisable with respect to an
additional one-third (1/3) of the shares subject to the
option. On the third anniversary of the Grant Date, the remaining
shares subject to the Option shall be vested and become
exercisable. To the extent not exercised, installments shall be
cumulative and may be exercised in whole or in part. |
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(b) |
Acceleration of Vesting . |
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(i) |
Service on the Board . Notwithstanding the
vesting schedule set forth in Section 3(a) above and subject
to Section 10 of this Agreement, in the event that the
Director is not re-nominated or re-elected to the Board or resigns
from the Board as a direct result of a vote of the stockholders of
the Company, all unvested Options will immediately vest and become
exercisable for a period of one year from the date upon which the
Director ceases to be a director; provided, however, that in
no event shall any Options be exercisable beyond the Expiration
Date. |
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(ii) |
Change in Control of the Company .
Notwithstanding the vesting schedule set forth in Section 3(a)
above, all unvested Options will immediately vest and become
exercisable upon a Change in Control of the Company for a period of
one year from the date of the occurrence of the Change in Control;
provided, however, that in no event shall any Options be
exercisable beyond the Expiration Date. |
| 4. |
Non-Incentive Stock Option . The Option is
not intended to qualify as an “incentive stock
option” as defined in Section 422 of the Internal
Revenue Code of 1986, as amended. |
| 5. |
Exercise of Options . The Option may be
exercised from time to time as to the total number of shares that
may then be issuable upon the exercise thereof or any portion
thereof by the Director, a Permitted Assignee (as defined in
Section 6) with the consent of the Committee, or, in the event
of the death or Disability of the Director, the Director’s
executors, administrators, guardian or legal representative by
giving written notice of such exercise to the Company or its
designated agent in substantially the form attached hereto as
Exhibit A . |
| 6. |
Assignment . The Option may not be
transferred or assigned in any manner by the Director except by
will or the laws of descent and distribution or 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 Director Retirement
Income Security Act of 1974, as amended), and shall be exercisable
during the Director’s lifetime only by him or her (or, if
under a qualified domestic relations order, his or her alternate
payee). Notwithstanding the foregoing, a Participant may assign or
transfer the Option with the consent of the Committee (i) for
charitable donations; (ii) to the Director’s spouse,
children or grandchildren (including any adopted and stepchildren
and grandchildren), or (iii) to a trust for the benefit of the
Director or the persons referred to in clause (ii) (each
transferee thereof, a “ Permitted Assignee
”); provided that such Permitted Assignee shall be
bound by and subject to all of the terms and conditions of the Plan
and this Award Agreement and shall execute an agreement
satisfactory to the Company evidencing such obligations; and
provided further that such Director shall remain bound by
the terms and conditions of the Plan. Any attempted assignment of
the Option in violation of this Section 6 shall be null and
void. In the discretion of the Committee, any attempt to transfer
the Option other than under the terms of the Plan and this Award
Agreement may terminate the Option. |
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| 7. |
Changes in the Company’s Capital Structure.
The existence of the Option 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 changes 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. |
| 8. |
Requirements of Law . The Company shall
not be required to sell or issue any shares on the exercise of the
Option if the issuance of such shares shall constitute a violation
by the Director or the Company of any provisions of any law or
regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to
the registration of securities, upon exercise of the Option, the
Company shall not be required to issue any shares of Stock unless
the Committee has received evidence satisfactory to it to the
effect that the Director will not transfer the shares of Stock
except in accordance with applicable law, including receipt of an
opinion of counsel satisfactory to the Company to the effect that
any proposed transfer complies with applicable law. The
determination by the Committee on this matter shall be final,
binding and conclusive. The Company may, but shall in no event be
obligated to, register any shares of Stock covered by the Plan
pursuant to applicable securities laws of any country or any
political subdivision. In the event the shares of Stock issuable on
exercise of the Option are not registered, the Company may imprint
on the certificate evidencing the shares of Stock the following
legend or any other legend that counsel for the Company considers
necessary or advisable to comply with applicable law: |
T HE
SHARES OF STOCK
REPRESENTED BY THIS
CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER
THE S ECURITIES A CT
OF 1933 OR UNDER
THE SECURITIES LAWS
OF ANY STATE
AND MAY NOT
BE SOLD OR
TRANSFERRED EXCEPT
UPON SUCH REGISTRATION
OR UPON RECEIPT
BY THE C ORPORATION
OF AN OPINION
OF COUNSEL
SATISFACTORY TO THE C
ORPORATION , IN FORM
AND SUBSTANCE
SATISFACTORY TO THE C
ORPORATION , THAT
REGISTRATION IS NOT
REQUIRED FOR SUCH
SALE OR TRANSFER
.
Should the shares of Stock be
represented by book or electronic entry rather than a certificate,
the Company may take such steps to restrict transfer of the shares
of Stock as counsel for the Company considers necessary or
advisable to comply with applicable law. The Company shall not be
obligated to take any other affirmative action to cause the
exercise of the Option or the issuance of shares pursuant thereto
to comply with any law or regulation of any governmental
authority.
| 9. |
Termination . The Option, to the extent it
shall not previously have been exercised, shall terminate on the
earlier to occur of the following events (and in the manner
described below), unless the Committee extends the term of this
Option to a period not extending beyond th |
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