REX ENERGY CORPORATION 2007 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

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.

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

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.