ex10_5.htm


    Exhibit
10.5

     

    
      QUICKSILVER
RESOURCES INC.

      NONQUALIFIED
STOCK OPTION AGREEMENT

       

      Director:
____________________________

      Number of Shares:
____________________

      
        Date of Grant:
________________________

        Exercise Price:
________________________

        Expiration Date:
_______________________
Type of Option: Nonqualified stock
option

       

      
        
          1.           Under
the terms and conditions of the Quicksilver Resources Inc. Second Amended and
Restated 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and
incorporated herein by reference, Quicksilver Resources Inc., a Delaware
corporation (the “Company”), grants to the individual whose name is set forth
above (the “Director”) an option to purchase the number of shares of the
Company’s Common Stock, par value $0.01 per share (“Common Stock”), set forth
above at the price per share set forth above (the “Option”).  Terms
not defined in this Agreement have the meanings set forth in the
Plan.

        

      

      
        
           

          2.           The
Option will be for a term commencing on the Date of Grant set forth above and
ending at 5:00 p.m. Central Time on the Expiration Date set forth
above.  During the term hereof, the Option will become vested and
exercisable in accordance with the schedule set forth below, provided that the
Director has remained a member of the Board through each such vesting
date:

           

          
            
              	
                      

                        Portion of Option
      Exercisable

                      

                    	 	
                      On and
    After

                    
	 	 	 
	
                      [1/3

                    	 	
                      First
      Anniversary of Date of Grant]

                    
	
                      [1/3

                    	 	
                      Second
      Anniversary of Date of Grant]

                    
	
                      [1/3

                    	 	
                      Third
      Anniversary of Date of Grant]

                    


            

             

          

          Notwithstanding
the vesting dates set forth above, in the event of a Change in Control while the
Director is a member of the Board, the nonvested portion of the Option will
become 100% vested and exercisable.

           

          In the
event that the Director ceases to be a member of the Board by reason of
retirement at or after the age of 55 and completion of five years of service on
the Board, disability (as determined by the Committee in good faith) or death,
the nonvested portion of the Option will be forfeited immediately and the vested
portion of the Option will expire one day prior to the fifth anniversary of such
retirement, disability or death.

           

          If the
Director’s service on the Board is terminated for cause pursuant to Section
141(k) of the Delaware General Corporation Law (or any successor provision), the
right to exercise this Option will terminate immediately.

           

          If the
Director ceases to be a member of the Board for any reason other than such
retirement, disability, death or termination for cause, the nonvested portion of
the Option will be forfeited immediately and the vested portion of the Option
will expire on the date that is three months after the date that Director ceases
to be a member of the Board.

           

          Notwithstanding
any other provision of the Plan or this Agreement to the contrary, the Option
will expire and may not be exercised after the Expiration Date set forth
above.

           

          3.           The
exercise price for shares purchased by the Director may be paid (i) in cash or
personal check acceptable to the Company, (ii) by the transfer to the Company of
shares of Common Stock having a value on the date of exercise equal to the
aggregate exercise price or (iii) by a combination of the foregoing
methods.

           

          4.           The
Director will have none of the rights of a stockholder of the Company with
respect to any shares of Common Stock underlying the Option until such time that
the Director has been determined to be a stockholder of record by the Company’s
transfer agent or one or more certificates of shares of Common Stock are
delivered to the Director upon due exercise of the option.  Further,
nothing herein will confer upon Director any right to remain in service on the
Board.

           

          5.           The
Director hereby accepts and agrees to be bound by all the terms and conditions
of the Plan and this Agreement.  Any amendment to the Plan will be
deemed to be an amendment to this Agreement to the extent that the Plan
amendment is applicable hereto; provided, however, that no amendment will
adversely affect the rights of the Director under this Agreement without the
Director’s consent.

           

        

        
          ACCEPTED:

          ____________________

          Signature
of Director