ex10_4.htm


    Exhibit
10.4

     

    
      QUICKSILVER
RESOURCES CANADA INC.

      RESTRICTED
STOCK UNIT AWARD AGREEMENT

       

      Participant:
__________________________

      Number of Restricted Stock Units:
_________

      Date of Grant:
________________________

       

      
        
          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 Canada Inc., an Alberta,
Canada corporation (“QRCI”), grants to the individual whose name is set forth
above (the “Participant”) the number of Restricted Stock Units set forth
above (the “Restricted Stock Units”).  Terms not defined in this
Agreement have the meanings set forth in the Plan.

           

          2.    The
Restricted Stock Units will become vested in accordance with the schedule of
vesting dates set forth below, provided that the Participant has remained an
employee of the Company or a Subsidiary through each such vesting date (and
further provided that in no event will the Participant become entitled to
acquire a fraction of a share of Common Stock or receive settlement of a
fractional Restricted Stock Unit):

           

        

      

      
        	
                No. of Vested
      Units

              	 	
                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
Participant is employed by the Company or a Subsidiary or in the event that the
Participant separates from service with the Company and its Subsidiaries by
reason of retirement at or after the age of 62 and completion of five years of
service, disability (as determined by the Committee in good faith) or death, the
nonvested Restricted Stock Units will immediately become 100%
vested.  If the Participant separates from service with the Company
and its Subsidiaries for any reason other than such retirement, disability or
death, any nonvested Restricted Stock Units will be forfeited
immediately.

         

        3.    Each
vested Restricted Stock Unit will entitle the Participant to receive from QRCI
one share of Common Stock upon such Restricted Stock Unit becoming vested;
payment to the Participant will be made in the form of shares of Common Stock
(including shares purchased in the open market by QRCI), and will be evidenced
by book entry registration (or by a certificate registered in the name of the
Participant) within the 10-day period following the date the Restricted Stock
Unit becomes vested.  Notwithstanding the immediately preceding
sentence, in the event that a Restricted Stock Unit becomes vested on or before
six months of the Date of Grant, QRCI may, at its sole option, in lieu of
payment in the form of one share of Common Stock, pay the Participant, within
the 10-day period following the date the Restricted Stock Unit becomes vested, a
lump sum cash payment equal to the Market Value per Share, determined as of the
date the Restricted Stock Unit becomes vested.

         

        If the
Company makes a good faith determination that a payment hereunder
(a) constitutes a deferral of compensation for purposes of Section 409A of
the Code, (b) is made to the Participant by reason of his or her
“separation from service” (within the meaning of Section 409A of the Code), and
(c) at the time such payment would otherwise be made the Participant is a
“specified employee” (within the meaning of Section 409A of the Code), the
payment will be delayed until the first day of the seventh month following the
date of such separation from service.  If (x) a Change in Control
occurs after the date that the Participant has attained age 62 and completed
five years of service, and (y) the Change in Control does not constitute a
change in the ownership or effective control of the Company, or in the ownership
of a substantial portion of the assets of the Company (within the meaning of
Section 409A of the Code), then the date of payment will be determined without
regard to the occurrence of the Change in Control.

         

        4.    The
Participant will have none of the rights of a stockholder of the Company with
respect to any shares of Common Stock underlying the Restricted Stock Units,
including the right to vote such shares or receive any dividends that may be
paid thereon, until such time, if any, that the Participant 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 Participant in
settlement thereof.  Further, nothing herein will confer upon the
Participant any right to remain in the employ of the Company or a
Subsidiary.

         

        5.    To
the extent that the Company or
QRCI, as the case may be, is required
to withhold any federal, state, provincial, local
or foreign taxes, Canada/Quebec Pension Plan
contributions or Employment Insurance premiums in connection with the
issuance, delivery, vesting or settlement of any Restricted Stock Units or
shares of Common Stock or other securities pursuant to this Agreement, and the
amounts available to the Company or QRCI, as the case may be, for
such withholding are insufficient, it will be a condition to the issuance,
delivery, vesting or settlement of any Restricted Stock Units or shares of
Common Stock, as the case may be, that the Participant will be liable to pay such taxes or
make provisions that are satisfactory to the Company or QRCI, as the case may be, for the
payment thereof.  With
respect to any such
withholding obligation of
the Company or QRCI, as
the case may be,
the Participant may elect to satisfy all or any part thereof by
surrendering to the Company or
QRCI, as the case may be, a portion of the shares of Common Stock that
are transferred to the Participant hereunder, and the shares of Common Stock so
surrendered by the Participant will be credited against any such withholding
obligation at the Market Value per Share of Common Stock on the date of such
surrender.  With
respect to any withholding obligation imposed on QRCI, pursuant to a power of attorney
hereby granted by the Participant, QRCI is authorized without limitation to
sell, on behalf of the Participant, all or a portion of the shares of Common
Stock transferred
to the Participant
pursuant to this Agreement to satisfy any such withholding obligation The
Company or QRCI, as the case may be, may withhold a required amount and remit it
to the appropriate taxing authority out of any cash payment otherwise owing to
the Participant.

         

        6.    The
Participant 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 Participant under this Agreement without the
Participant’s consent, except to the extent necessary to comply with the
requirements of Section 409A of the Code.

         

        7.    [The
Participant hereby certifies that he or she is not a person resident in the
United States of America (a “U.S. Person”) and is not acquiring the Restricted
Stock Units for the account or benefit of any U.S. Person.]*

         

        8.    [The
Participant acknowledges that the Restricted Stock Units may not be sold,
pledged, assigned or transferred in any manner other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations
order.  Without limiting the generality or effect of the foregoing
restrictions, the Participant hereby agrees that he or she will not sell,
pledge, assign or transfer the Restricted Stock Units, any rights under the
Restricted Stock Units, or any shares of Common Stock received upon vesting of
the Restricted Stock Units except in accordance with the provisions of
Regulation S under the United States Securities Act of 1933, as amended (the
“Securities Act”), pursuant to registration under the Securities Act, or
pursuant to an available exemption from such registration.  The
Participant further agrees not to engage in hedging transactions with regard to
the Restricted Stock Units or any shares of Common Stock received upon vesting
of the Restricted Stock Units unless in compliance with the Securities
Act.  The Participant hereby agrees that the book entry or certificate
evidencing any shares of Common Stock delivered upon vesting of the Restricted
Stock Units may bear a legend (a) to the effect that the shares of Common
Stock have not been registered under the Securities Act and may not be
transferred except in accordance with the provisions of Regulation S under the
Securities Act, pursuant to registration under the Securities Act, or pursuant
to an available exemption from such registration and (b) any hedging
transaction with regard to the shares of Common Stock may not be conducted
unless in compliance with the Securities Act.]*

         

        9.    [QRCI and
the Company acknowledge that they are required hereby to refuse to register any
transfer of the Restricted Stock Units and any shares of Common Stock delivered
upon vesting of the Restricted Stock Units not made in accordance with the
provisions of Regulation S under the Securities Act, pursuant to registration
under the Securities Act, or pursuant to an available exemption from such
registration.]*

         

      

      
        
          
            	QUICKSILVER
      RESOURCES CANADA INC.	 	 	ACCEPTED:	 
	 	 	 	 	 	 
	By:	
                     

                  	 	 	
                     

                  	 
	Print:	
                     

                  	 	 	
                    Signature
      of Participant

                  	 
	Title:	
                     

                  	 	 	
                     

                  	 
	 	 	 	 	 	 
	[Agreed
      and Acknowledged with respect to Section 9:	 	 	 	 
	QUICKSILVER
      RESOURCES INC.	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	 	 	 
	Print:	 	 	 	 	 
	Title:	 	 ]*	 	 	 


          

        

         

         

        
          
            [NEITHER
THE RESTRICTED STOCK UNITS NOR THE SHARES OF COMMON STOCK TO BE DELIVERED TO THE
PARTICIPANT UPON VESTING OF THE RESTRICTED STOCK UNITS HAVE BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  WITHOUT LIMITING THE GENERALITY OR EFFECT OF THE RESTRICTIONS
ON SALE, PLEDGE, ASSIGNMENT OR TRANSFER SET FORTH IN THE PLAN OR THIS AGREEMENT,
NEITHER THE RESTRICTED STOCK UNITS NOR ANY SHARES OF COMMON STOCK RECEIVED UPON
VESTING OF THE RESTRICTED STOCK UNITS MAY BE SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.  ANY HEDGING
TRANSACTIONS INVOLVING THE RESTRICTED STOCK UNITS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.]*


            
 

        

          
          *
Bracketed language to be included only if grant is intended to be exempt from
registration under Regulation S.