ex10_1.htm


    Exhibit
      10.1

    Quicksilver
      Resources Inc.

    2008
      Executive Bonus Plan

     

    Section
      1.    Eligibility:  This
      2008 Executive Bonus Plan (the “Plan”) provides for awards of incentive bonuses
      to executives and other officers of Quicksilver Resources Inc. (the
“Company”).  Only Participants designated by the Compensation
      Committee of the Company’s Board of Directors (the “Compensation Committee”) are
      eligible to participate in the Plan.  The Compensation Committee is
      authorized to establish the criteria for determining bonuses under the Plan,
      including performance measures and target incentive amounts.  The
      Compensation Committee may grant a Cash Bonus Award, an Equity Bonus Award,
      or a
      combination thereof, to a Participant.

     

    The
      portion of an incentive bonus awarded pursuant to the Plan to a Participant
      who
      is designated as a “Covered Employee” by the Compensation Committee that exceeds
      50% of the Participant’s Target Incentive (i.e., the portion awarded
      for Quantitative Performance Levels meeting or exceeding 80% of Budget) is
      intended to qualify as “performance-based compensation” within the meaning of
      Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”),
      and is granted pursuant to the Company’s Amended and Restated 2006 Equity Plan
      (the “Equity Plan”), and is subject to the terms and conditions
      thereof.  The portion of any bonus awarded to a Covered Employee that
      does not exceed 50% of the Participant’s Target Incentive (i.e., the
      portion that would be awarded if Quantitative Performance Levels did not meet
      80% of Budget) and all bonuses awarded to other Participants under the Plan
      are
      not intended to qualify as performance-based compensation and are not made
      pursuant to Section 11 of the Equity Plan.

     

    Except
      as
      provided below, in order to receive a bonus under the Plan, a Participant must
      be an active, full-time employee on the last business day of the Plan
      Year.  The incentive bonus of a newly hired or promoted Participant
      will be pro-rated based on the number of calendar days in the Plan Year that
      he
      or she participates in the Plan.

     

    If
      an
      eligible Participant dies or becomes disabled and unable to work during the
      Plan
      Year, a pro-rated award based on the number of calendar days in the Plan Year
      that he or she participated in the Plan before his or her death or disability
      will be paid to the Participant or his or her beneficiary at the same time
      and
      in the same manner as awards for the Plan Year are paid to other Participants;
      provided, however, that notwithstanding any provision of the Plan to the
      contrary, an Equity Bonus Award will be paid in the form of a lump sum cash
      payment rather than in the form of Restricted Shares.  The
      Participant’s beneficiary under the Plan will be the beneficiary designated
      under the Company’s group life insurance plan.  If no such beneficiary
      has been designated, the award will be paid to the Participant’s
      estate.

     

    Section
      2.    Definitions:

     

    Board:  The
      Board of Directors of the Company.

     

    Budget:  The
      performance levels for Quantitative Performance Measures, as set forth in
      Table 1, against which the Quantitative Performance Levels achieved for the
      Plan Year are measured.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Cash
      Bonus Awards:  An incentive bonus award granted to an
      eligible Participant pursuant to the Plan that is paid in a lump sum cash
      payment.

     

    Cash
      Flow from Operations:  The Company’s cash flow from
      operations for the Plan Year, as determined in accordance with generally
      accepted accounting principles.

     

    Change
      in Control:  The occurrence of any of the following
      events:

     

    (i)  any
      individual, entity or group (within the meaning of Section 13(d)(3) or
      14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
      the
      combined voting power of the then-outstanding Voting Stock of the Company;
      provided, however, that the following acquisitions will not constitute a Change
      in Control:  (A) any acquisition of Voting Stock of the Company
      directly from the Company that is approved by a majority of the Incumbent
      Directors; (B) any acquisition of Voting Stock of the Company by the Company
      or
      any subsidiary of the Company; (C) any acquisition of Voting Stock of the
      Company by the trustee or other fiduciary holding securities under any employee
      benefit plan (or related trust) sponsored or maintained by the Company or any
      subsidiary of the Company; and (D) any acquisition of Voting Stock of the
      Company by Mercury Exploration Company, Quicksilver Energy, L.P., The Discovery
      Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company,
      the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or
      Thomas Darden, or their respective successors, assigns, designees, heirs,
      beneficiaries, trusts, estates or controlled affiliates;

     

    (ii)  a
      majority of the Board ceases to be comprised of Incumbent Directors;
      or

     

    (iii)  the
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the consolidated assets of the
      Company (each, a “Business Combination Transaction”) immediately after which the
      Voting Stock of the Company outstanding immediately prior to such Business
      Combination Transaction does not continue to represent (either by remaining
      outstanding or by being converted into Voting Stock of the entity surviving,
      resulting from, or succeeding to all or substantially all of the Company’s
      consolidated assets as a result of such Business Combination Transaction or
      any
      parent of such entity) at least 50% of the combined voting power of the then
      outstanding shares of Voting Stock of (A) the entity surviving, resulting from,
      or succeeding to all or substantially all of the Company’s consolidated assets
      as a result of, such Business Combination Transaction or (B) any parent of
      any
      such entity (including, without limitation, an entity which as a result of
      such
      transaction owns the Company or all or substantially all of the Company’s assets
      either directly or through one or more subsidiaries).

     

    Earnings
      Per Share or EPS:  The Company’s fully diluted Earnings Per
      Share as set forth in the Company’s Consolidated Statement of Earnings for the
      Plan Year, as determined in accordance with generally accepted accounting
      principles.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Equity
      Bonus Awards:  An incentive bonus award granted to an
      eligible Participant pursuant to the Plan that is denominated in a dollar amount
      but that is paid by a grant of Restricted Shares, vesting in installments of
      33
      1/3% on each of the first three anniversaries of the date of grant of such
      Restricted Shares.  The number of Restricted Shares granted will be
      equal to the dollar amount of the award earned under the Plan divided by the
      product of (i) the Market Value per Share (within the meaning of the Equity
      Plan) on the date of grant and (ii) a risk-of-forfeiture discount factor of
      0.92175.

     

    Exchange
      Act:  The Securities Exchange Act of 1934, as
      amended.

     

    F&D
      Cost:  The Company’s finding and development cost for the
      Plan Year, determined by dividing (i) drilling capital related to reserve
      additions for the Plan Year, as reflected in the Company’s general ledger for
      the Plan Year, by (ii) reserve additions, for which capital was incurred, for
      the Plan Year, as reflected in the Company’s reserve engineering database for
      the Plan Year.

     

    Incumbent
      Directors:  The individuals who, as of the date the Plan is
      adopted, are directors of the Company and any individual becoming a director
      subsequent to the date hereof whose election, nomination for election by the
      Company’s stockholders, or appointment, was approved by a vote of a majority of
      the then-Incumbent Directors (either by a specific vote or by approval of the
      proxy statement of the Company in which such person is named as a nominee for
      director, without objection to such nomination).

     

    Participant:  An
      executive or other officer of the Company designated by the Compensation
      Committee is eligible to participate in the Plan.

     

    Plan
      Year:  January 1, 2008, through December 31,
      2008.

     

    Production:  The
      Company’s net production for the Plan Year as set forth in the Company’s audited
      financial statements.

     

    Qualitative
      Performance Measures:  Those objective and subjective factors
      which the Compensation Committee may, in its discretion, consider in determining
      each eligible Participant’s award.  Qualitative Performance Measures
      may include such factors as the Chief Executive Officer’s recommendation with
      respect to a Participant’s potential award, the Board’s recommendation with
      respect to the Chief Executive Officer’s potential award and such other factors
      as the Compensation Committee may elect to consider in its
      discretion.

     

    Quantitative
      Performance Levels:  The performance levels achieved for the
      Plan Year with respect to Quantitative Performance Measures.

     

    Quantitative
      Performance Measures:  Cash Flow from Operations, Earnings
      Per Share, F&D Cost, Production and Reserves.

     

    Reserves:  The
      Company’s proved reserves, net of revision and production, as of the end of the
      Plan Year, as set forth in the official report prepared by the independent
      petroleum engineers engaged by the Company for such purpose.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Restricted
      Shares: A grant of “Restricted Shares” within the
      meaning of and pursuant to the Equity Plan.

     

    Target
      Incentive:  The unadjusted bonus a Participant would earn
      under an award if each Quantitative Performance Measure is achieved at a
      Quantitative Performance Level equal to 100% of Budget.  A Target
      Incentive is calculated by multiplying the Participant’s base salary earned
      during the Plan Year by the Participant’s Target Percent of Base Pay with
      respect to such award.

     

    Target
      Percent of Base Pay:  A percentage of base salary assigned to
      each eligible Participant by the Compensation Committee with respect to each
      award granted under the Plan.

     

    Voting
      Stock:  The securities entitled to vote generally in the
      election of directors or persons who serve similar functions.

     

    Weighting
      Factor:  The weighting percentage assigned to each
      Quantitative Performance Measure, as set forth in Table 1.

     

    Section
      3.    Calculation
      of Awards:  With respect to each Quantitative Performance
      Measure, a Participant’s Target Incentive for each award is multiplied by the
“Percent Target Awarded” value corresponding to the Quantitative Performance
      Level set forth in Table 1 for that Quantitative Performance Measure and further
      multiplied by the Weighting Factor applicable to that Quantitative Performance
      Measure.  The resulting products for each Quantitative Performance
      Measure are then summed to obtain a Participant’s potential award or
      awards.  The Compensation Committee may, in its discretion, adjust a
      Participant’s potential award or awards based on consideration of Qualitative
      Performance Measures; provided, however, that with respect to an award to a
      Covered Employee, such discretion may be used only to reduce or eliminate such
      award.  In no event will the reduction of any Participant’s potential
      award have the effect of increasing an award payable to a Covered Employee
      under
      the Plan.  The Compensation Committee’s exercise of discretion to make
      adjustments in awards and performance measures with respect to Covered Employees
      is limited as specifically provided in the Equity Plan.

     

    If
      the
      Compensation Committee determines that, as a result of a change in the business,
      operations, corporate structure or capital structure of the Company, or the
      manner in which the Company conducts its business, or any other events or
      circumstances, the Quantitative Performance Measures or corresponding Percent
      Target Awarded values are no longer suitable, the Compensation Committee may
      in
      its discretion modify such Quantitative Performance Measures or percentages
      or
      the related minimum acceptable level of achievement, in whole or in part, with
      respect to the Plan Year as the Compensation Committee deems appropriate and
      equitable.

     

    Section
      4.    Approval
      and Payment of Awards:  Upon completion of the annual audit
      by the Company’s independent auditors of the results of the Company’s operations
      for the Plan Year, the Compensation Committee will, in writing, certify the
      extent to which the Quantitative Performance Levels for the Plan Year were
      achieved and determine the award or awards payable to each eligible
      Participant.  Payment of each Cash Bonus Award will be made in a lump
      sum

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        
payment
        in cash, and will be made no later than March 15 following the end of the
        Plan
        Year.  Restricted Shares granted in payment of Equity Bonus Awards
        will be granted no later than March 15 following the end of the Plan
        Year.  The Company may deduct from any award such amounts as may be
        required to be withheld under any federal, state or local tax
        laws.  It is the Company’s intention that any bonus awarded under the
        Plan will not constitute a deferral of compensation within the meaning of
        Section 409A of the Code.

    

     

    Section
      5.    Change
      in Control:  If a Change in Control occurs during the Plan
      Year, the award payable to each eligible Participant for the Plan Year will
      be
      determined at the highest level of achievement of the Quantitative Performance
      Levels, without regard to actual performance and without proration for less
      than
      a full Plan Year.  The awards will be paid at such time following the
      Change in Control as the Compensation Committee determines in its discretion,
      but in no event later than 30 days after the date of an event which results
      in a
      Change in Control.  Notwithstanding any provision of the Plan to the
      contrary, if a Change in Control occurs during the Plan Year, each Equity Bonus
      Award will be paid in the form of a lump sum cash payment rather than in the
      form of Restricted Shares.

     

    Section
      6.    No
      Contract:  The Plan is not and will not be construed as an
      employment contract or as a promise or contract to pay awards to eligible
      Participants or their beneficiaries.  The Plan does not confer upon
      any eligible Participant any right with respect to continuance of employment
      or
      other service with the Company or any subsidiary, nor will it interfere in
      any
      way with any right the Company or any subsidiary would otherwise have to
      terminate such person’s employment or other service at any time.  The
      Plan will be approved by the Compensation Committee and may be amended from
      time
      to time by the Compensation Committee without notice.  No eligible
      Participant or beneficiary may sell, assign, transfer, discount or pledge as
      collateral for a loan, or otherwise anticipate any right to payment of an award
      under the Plan.

     

    Section
      7.    Administration
      of the Plan:  The Compensation Committee has the full
      authority and discretion to administer the Plan and to take any action that
      is
      necessary or advisable in connection with the administration of the Plan,
      including without limitation the authority and discretion to interpret and
      construe any provision of the Plan or of any agreement, notification or document
      evidencing an award of an incentive bonus.  A majority of the
      Compensation Committee will constitute a quorum, and the action of the members
      of the Compensation Committee present at any meeting at which a quorum is
      present, or acts unanimously approved in writing, will be the acts of the
      Compensation Committee.  The interpretation and construction by the
      Compensation Committee of any such provision and any determination by the
      Compensation Committee pursuant to any provision of the Plan or of any such
      agreement, notification or document will be final and conclusive.  No
      member of the Compensation Committee will be liable for any such action or
      determination.

     

    Section
      8.    Governing
      Law:  The Plan, all awards and all actions taken under the
      Plan will be governed in all respects in accordance with the laws of the State
      of Texas, including without limitation, the Texas statute of limitations, but
      without giving effect to the principles of conflicts of laws of such
      State.

     

    Section
      9.    Limitation
      on Payment of Benefits:  Notwithstanding any provision of the
      Plan to the contrary, if any amount to be paid or provided under the Plan would
      be an “Excess

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        
Parachute
        Payment,” within the meaning of Section 280G of the Code, but for the
        application of this sentence, then the payments to be paid or provided under
        the
        Plan will be reduced to the minimum extent necessary (but in no event to
        less
        than zero) so that no portion of any such payment, as so reduced, constitutes
        an
        Excess Parachute Payment; provided, however, that the foregoing reduction
        will
        be made only if and to the extent that such reduction would result in an
        increase in the aggregate payment to be provided, determined on an after-tax
        basis (taking into account the excise tax imposed pursuant to Section 4999
        of
        the Code, any tax imposed by any comparable provision of state law, and any
        applicable federal, state and local income and employment
        taxes).  Whether requested by an eligible Participant or the Company,
        the determination of whether any reduction in such payments to be provided
        under
        the Plan or otherwise is required pursuant to the preceding sentence will
        be
        made at the expense of the Company by the Company’s independent accountants in
        effect prior to the Change in Control.  The fact that the
        Participant’s right to payments may be reduced by reason of the limitations
        contained in this Section 9 will not of itself limit or otherwise affect
        any
        other rights of the Participant other than pursuant to the
        Plan.

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    Table
      1 

     

    QUICKSILVER
      RESOURCES INC.

    2008
      EXECUTIVE BONUS PLAN

     

    I.           Quantitative
      Performance Measures and Weighting Factors

     

    
      
        	
                Performance

                Measure

              	
                Weighting
                  Factor

              
	 	 
	
                Cash
                  Flow from Operations

              	
                15%

              
	
                Earnings
                  Per Share (EPS)

              	
                15%

              
	
                F&D
                  Cost

              	
                10%

              
	
                Production

              	
                30%

              
	
                Reserves

              	
                30%

              


      

    

     

    II.           Performance
      Levels Attained and Determination of Awards

     

    
      
        	
                Quantitative
                  Performance Levels1

              	
                Percent
                  Target Awarded

              
	
                120%
                  of Budget or greater

              	
                200.00%

              
	
                119%
                  of Budget

              	
                175.00%

              
	
                118%
                  of Budget

              	
                175.00%

              
	
                117%
                  of Budget

              	
                175.00%

              
	
                116%
                  of Budget

              	
                175.00%

              
	
                115%
                  of Budget

              	
                175.00%

              
	
                114%
                  of Budget

              	
                150.00%

              
	
                113%
                  of Budget

              	
                150.00%

              
	
                112%
                  of Budget

              	
                150.00%

              
	
                111%
                  of Budget

              	
                150.00%

              
	
                110%
                  of Budget

              	
                150.00%

              
	
                109%
                  of Budget

              	
                125.00%

              
	
                108%
                  of Budget

              	
                125.00%

              
	
                107%
                  of Budget

              	
                125.00%

              
	
                106%
                  of Budget

              	
                125.00%

              
	
                105%
                  of Budget

              	
                125.00%

              
	
                104%
                  of Budget

              	
                100.00%

              
	
                103%
                  of Budget

              	
                100.00%

              
	
                102%
                  of Budget

              	
                100.00%

              
	
                101%
                  of Budget

              	
                100.00%

              
	
                100%
                  of Budget

              	
                100.00%

              
	
                99%
                  of Budget

              	
                90.00%

              
	
                98%
                  of Budget

              	
                90.00%

              
	
                97%
                  of Budget

              	
                90.00%

              
	
                96%
                  of Budget

              	
                90.00%

              
	
                95%
                  of Budget

              	
                90.00%

              
	
                94%
                  of Budget

              	
                80.00%

              
	
                93%
                  of Budget

              	
                80.00%

              
	
                92%
                  of Budget

              	
                80.00%

              
	
                91%
                  of Budget

              	
                80.00%

              
	
                90%
                  of Budget

              	
                80.00%

              
	
                89%
                  of Budget

              	
                70.00%

              
	
                88%
                  of Budget

              	
                70.00%

              
	
                87%
                  of Budget

              	
                70.00%

              
	
                86%
                  of Budget

              	
                70.00%

              
	
                85%
                  of Budget

              	
                70.00%

              
	
                84%
                  of Budget

              	
                60.00%

              
	
                83%
                  of Budget

              	
                60.00%

              
	
                82%
                  of Budget

              	
                60.00%

              
	
                81%
                  of Budget

              	
                60.00%

              
	
                80%
                  of Budget

              	
                60.00%

              
	
                Less
                  than 80% but more than 50% of Budget

              	
                50.00%2

              
	
                50%
                  of Budget or below

              	
                25.00%3

              
	 	 


      

       

      
        “Budget”
          represents (i) with respect to Cash Flow from Operations, Earnings per
          Share and Production, the applicable performance measure budgeted for the
          Plan
          Year in the Company’s 2008 Budget approved by the Board on December 10, 2007,
          and (ii) with respect to F&D Cost and Reserves, the performance goals
          established by the Compensation Committee for purposes of the Plan on December
          10, 2007.

         

        For
          the
          avoidance of doubt, the Quantitative Performance Level for F&D Cost will be
          determined by reference to the extent to which F&D Cost is less than the
          established performance goal (as contrasted to the Quantitative Performance
          Levels for other Quantitative Performance Measures, which are determined
          by
          reference to the extent that performance exceeds established performance
          goals).

         

        The
          Quantitative Performance Levels for the Plan Year will be calculated so
          as to
          exclude the effects of any extraordinary or nonrecurring events (including
          any
          material restructuring charges, financial or otherwise), or any changes
          in
          accounting principles, acquisitions or divestitures, and may be adjusted
          as
          otherwise permitted by the Equity Plan; provided that, in the case of a
          Covered
          Employee, no such adjustment will be made if the effect of such adjustment
          would
          cause the related compensation to fail to qualify as “performance-based
          compensation.”

         

        
          

        

      

        
        1
          Actual performance
          will be rounded to the closest whole percentage of Budget to determine
          the
          Quantitative Performance Level attained.

      

        
        2
          Bonuses paid to
          Covered Employees in amounts up to 50% of Target Incentive are not intended
          to
          qualify as performance-based compensation.  Only the portion of a
          bonus in excess of 50% of a Covered Employee’s Target Incentive is intended to
          qualify as performance-based compensation.

      

        
        3
          The Percent Target
          Awarded for a Quantitative Performance Level less than 50% of Budget may
          be any
          percent from 0 to 25%, at the discretion of the Compensation
          Committee.