ex10_6.htm


    Exhibit
10.6

     

    
      QUICKSILVER
RESOURCES INC.

      AMENDED
AND RESTATED 1999 STOCK OPTION AND RETENTION STOCK PLAN

       


         


          
            
 

        

      

      
        1.  PURPOSE

         

      

      This
Amended and Restated 1999 Stock Option and Retention Stock Plan of Quicksilver
Resources Inc. is to promote and closely align the interests of officers and
employees with those of the shareholders of Quicksilver Resources Inc. by
providing stock based compensation.  The Plan is intended to
strengthen Quicksilver Resources Inc.’s ability to reward performance which
enhances long term shareholder value; to increase employee stock ownership
through performance based compensation plans; and to strengthen the company’s
ability to attract and retain an outstanding employee and executive
team.

       


        
          
 

      

      
        2.  DEFINITIONS

         

      

      The
following terms shall have the following meanings:

       

      “Act” means
the Securities Exchange Act of 1934, as amended.

       

      “Award” means
the grant of Options, Restricted Stock Units or an award of Retention Shares
pursuant to the Plan.

       

      “Beneficiary”
means any person or persons designated in writing by a Participant to the
Committee on a form prescribed by it for that purpose, which designation shall
be revocable at any time by the Participant prior to his or her death, provided
that, in the absence of such a designation or the failure of the person or
persons so designated to survive the Participant, “Beneficiary” shall mean such
Participant’s estate; and further provided that no designation of Beneficiary
shall be effective unless it is received by the Company before the Participant’s
death.

       

      “Board” means
the Board of Directors of the Company.

       

      “Code” means
the Internal Revenue Code of 1986, as amended, or the corresponding provisions
of any successor statute.

       

      “Committee”
means the Committee designated by the Board to administer the Plan pursuant to
Section 3.

       

      “Common Stock”
means the Common Stock of the Company.

       

      “Company”
means Quicksilver Resources Inc., a Delaware corporation, or any successor
corporation.

       

      “Deferral
Period” means the period of time during which Restricted Stock Units are
subject to deferral limitations, as provided in Section 10.

       

      “Executive
Officer” means the Chairman of the Board, President, Executive Vice
President or Vice President of the Company.

       

      “Grant” means
a grant of an Option pursuant to the Plan.

       

      “Option” means
each non-qualified stock option, incentive stock option and stock appreciation
right granted under the Plan.

       

      “Participant”
means any employee of the Company or a Subsidiary (including directors who are
also such employees) who is granted an Award under the Plan.

       

      “Plan” means
this Amended and Restated 1999 Stock Option and Retention Stock Plan of
Quicksilver Resources Inc., as amended from time to time.

       

      “Restricted Stock
Units” means a grant pursuant to Section 10 of the Plan of the right
to receive shares of Common Stock at the end of a specified period.

       

      “Retention
Shares” means shares of Common Stock awarded pursuant to Section 9
of the Plan.

       

      “Restriction
Period” means the period defined in Section 9(a).

       

      “Subsidiary”
means any corporation, partnership, or limited liability company of which the
Company owns directly or indirectly at least a majority of the outstanding
shares of voting stock or other voting interest.

       

      “Vesting
Condition” means any condition to the vesting of Retention Shares or
Restricted Stock Units established by the Committee pursuant to Section 9 or
Section 10.

       


        
          
 

      

      
        3.  ADMINISTRATION

         

      

      The Plan
shall be administered by the Committee which shall comprise not less than three
persons, who shall be members of the Board, none of whom shall be employees of
the Company or any Subsidiary.  All of the members of the Committee
are intended to (i) meet all applicable independence requirements of the
New York Stock Exchange or the principal national securities exchange or
principal market on which the Common Stock is traded, and (ii) to qualify
as “non-employee directors” as defined in Rule 16b-3 promulgated under the Act
and as “outside directors” as defined in regulations adopted under Section
162(m) of the Code, as such terms may be amended from time to time; provided,
however, that the failure of a member of the Committee to so qualify will not
invalidate any Award granted under the Plan.  The Committee shall
grant Awards to Participants and determine the terms and conditions of such
Awards, all in accordance with the provisions of the Plan.  The
Committee shall have full authority to construe and interpret the Plan, to
establish, amend and rescind rules and regulations relating to the Plan, to
administer the Plan, and to take all such steps and make all such determinations
in connection with the Plan and Awards granted thereunder as it may deem
necessary or advisable.  The Committee may delegate its authority
under the Plan to one or more Executive Officers or employees of the Company or
a Subsidiary; provided, however, that no delegation shall be made of authority
to take an action which is required by Rule 16b-3 promulgated under the Act to
be taken by “non-employee directors” in order that the Plan and transactions
thereunder meet the requirements of such Rule.  Each Award granted
hereunder shall be evidenced by an agreement to be executed by the Company and
the Participant, and contain provisions not inconsistent with the Plan
(including without limitation provisions relating to acceleration of vesting or
other adjustments in the event of a change in control of or business combination
involving the Company).  All determinations of the Committee shall be
by a majority of its members and shall be evidenced by resolution, written
consent or other appropriate action, and the Committee’s determinations shall be
final.  Each member of the Committee, while serving as such, shall be
considered to be acting in his or her capacity as a director of the
Company.  No member of the Committee shall be liable for any such
action or determination made in good faith.

       


        
          
 

      

      
        4.  ELIGIBILITY

         

      

      To be
eligible for selection by the Committee to participate in the Plan an individual
must be an employee of the Company or a Subsidiary.  Directors who are
not full-time salaried employees shall not be eligible.  In granting
Awards to eligible persons, the Committee shall take into account their duties,
their present and potential contributions to the success of the Company or a
Subsidiary, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan.

       


        
          
 

      

      
        5.  STOCK
SUBJECT TO THE PLAN

         

      

      Subject
to the provisions of Section 12 hereof, the maximum number of shares as to which
Options or Retention Shares may at any time be granted, or issued or transferred
in payment of Restricted Stock Units under the Plan, is equal to the sum of
(i) 1.2 million and (ii) the number of shares of Common Stock
that remain available for such grants as of the close of business on
May 17, 2004.  No Participant may receive Awards aggregating more
than 20% of the shares of Common Stock available under the
Plan.  Shares of Common Stock subject to Awards under the Plan may be
either authorized but unissued shares, issued and held for use in employee
compensation plans or shares previously issued and reacquired by the
Company.  Upon the expiration, termination or cancellation (in whole
or in part) of unexercised Options, shares of Common Stock subject thereto shall
again be available for option or grant as Retention Shares or Restricted Stock
Units under the Plan.  Shares of Common Stock covered by an Option, or
portion thereof, which is surrendered upon the exercise of a stock appreciation
right, shall thereafter be unavailable for option or grant as Retention Shares
or Restricted Stock Units under the Plan.  Upon the forfeiture (in
whole or in part) of a grant of Retention Shares or Restricted Stock Units, the
shares of Common Stock subject to such forfeiture shall again be available for
option or grant as Retention Shares or Restricted Stock Units under the
Plan.

       


        
          
 

      

      
        6.  TERMS
AND CONDITIONS OF NON-QUALIFIED OPTIONS

         

      

      All
non-qualified options under the Plan shall be granted subject to the following
terms and conditions:

       

      (a)           Option
Price.  The option price per share with respect to each Option
shall be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Stock on the date the Option is granted, such fair
market value to be determined in accordance with the procedures to be
established by the Committee.

       

      (b)           Duration
of Options.  Options shall be exercisable at such time or times
and under such conditions as set forth in the written agreement evidencing such
Option but in no event shall any Option be exercisable subsequent to the tenth
anniversary of the date on which the Option is granted.

       

      (c)           Payment.  Shares
of Common Stock purchased under Options shall, at the time of purchase, be paid
for in full.  All, or any portion, of the option exercise price may be
paid by the surrender to the Company, at the time of exercise, of shares of
previously acquired Common Stock owned by the Participant and held for a period
of six months, to the extent that such payment does not require the surrender of
a fractional share of such previously acquired Common Stock.  Such
shares previously acquired or shares withheld to pay the option exercise price
shall be valued at fair market value on the date the Option is exercised in
accordance with the procedures to be established by the Committee.  A
holder of an Option shall have none of the rights of a stockholder until the
shares of Common Stock are issued to him or her.

       

      (d)           Non-Transferability
of Options.  During a Participant’s lifetime, the Option may be
exercised only by the Participant.  Options shall not be transferable,
except for exercise by the Participant’s legal representatives or
heirs.  An officer of the Company may, with prior approval from the
Committee (or its designee) as to form, transfer an exercisable non-qualified
option to (i) a member or members of the officer’s immediate family
(spouse, children and grandchildren, including step and adopted children and
grandchildren), (ii) a trust, the beneficiaries of which consist
exclusively of members of the officer’s immediate family, (iii) a
partnership, the partners of which consist exclusively of members of the
officer’s immediate family, or (iv) any similar entity created for the
exclusive benefit of members of the officer’s immediate family.  The
Committee or its designee must approve the form of any transfer of a Grant to or
for the benefit of any immediate family member or members before such transfer
shall be recognized as valid hereunder.  For purposes of the preceding
sentence, any remote, contingent interest of persons other than a member of the
officer’s immediate family shall be disregarded.  For purposes of this
Section 6(d), the term “officer” shall have the same meaning as that term is
defined in Rule 16a-1(f) of the Act. A person’s status as an officer shall be
determined at the time of the intended transfer.

       

      (e)           Termination
of Employment.  Except as may otherwise be provided in the
award agreement entered into in connection with any grant, upon the termination
of a Participant’s employment for any reason other than death, the Option shall
be exercisable only as to those shares of Common Stock which were then subject
to the exercise of such Option; provided, however, that in the case of
retirement, at or after age 55 and with at least five years of credited
service, from the Company or a Subsidiary, such Option shall immediately become
exercisable in full.  Such Option shall expire according to the
following schedule:

       

      (i)  Retirement.  Option
shall expire, unless exercised, five years after the Participant’s retirement,
at or after age 55 with at least five years of credited service, from the
Company or a Subsidiary.

       

      (ii)  Disability.  Option
shall expire, unless exercised, five years after the date the Participant is
terminated due to the determination by the Company that the Participant is
disabled as defined in section 22(e)(3) of the Code.

       

      (iii)  Gross
Misconduct.  Option shall expire upon receipt by the
Participant of the notice of termination if he or she is terminated for
deliberate, willful or gross misconduct as determined by the
Company.

       

      (iv)  All
Other Terminations.  Option shall expire, unless exercised,
three months after the date of such termination.

       

      In no
event, however, shall any Option be exercisable pursuant to this Section 6(e)
subsequent to the tenth anniversary of the date on which it is
granted.

       

      (f)           Death
of Participant.  Upon the death of a Participant during his or
her period of employment (or, if so provided in the award agreement, within
three months thereafter), the Option shall be exercisable only as to those
shares of Common Stock which were subject to the exercise of such Option at the
time of his or her death (or, if so provided in the award agreement, as to all
shares of Common Stock covered by such Option), provided that the Committee may
determine that particular limitations and restrictions under the Plan shall not
apply, and such Option shall expire, unless exercised by the Participant’s legal
representatives or heirs, five years after the date of death.  In no
event, however, shall any Option be exercisable pursuant to this Section 6(f)
subsequent to the tenth anniversary of the date on which it is
granted.

       


        
          
 

      

      
        7.  TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS

         

      

      (a)           General.  The
Committee may also grant a stock appreciation right in connection with a
non-qualified option at the time of grant.  Such stock appreciation
right shall cover the same shares covered by such Option (or such lesser number
of shares of Common Stock as the Committee may determine) and shall, except for
the provisions of Section 6(c) hereof, be subject to the same terms and
conditions as the related non-qualified option, including the requirement of
Section 6(a) that the option price per share shall not be less than 100% of
the fair market value of the Common Stock on the date the stock appreciation
right is granted.

       

      (b)           Exercise
and Payment.  Each stock appreciation right shall entitle the
Participant to surrender to the Company unexercised the related Option, or any
portion thereof, and to receive from the Company in exchange therefor an amount
equal to the excess of the fair market value of one share of Common Stock over
the option price per share times the number of shares covered by the Option, or
portion thereof, which is surrendered.  A grant may provide that
payment shall be made in shares of Common Stock valued at fair market value, or
in cash, or partly in shares and partly in cash, all as shall be determined by
the Committee.  The fair market value shall be the value determined in
accordance with procedures established by the Committee.  Stock
appreciation rights may be exercised from time to time upon actual receipt by
the Company of written notice stating the number of shares of Common Stock with
respect to which the stock appreciation right is being exercised, provided that
if a stock appreciation right expires unexercised, it shall be deemed exercised
on the expiration date if any amount would be payable with respect
thereto.

       

      (c)           Restrictions.  The
obligation of the Company to satisfy any stock appreciation right exercised by a
Participant subject to Section 16 of the Act shall be conditioned upon the prior
receipt by the Company of an opinion of counsel to the Company that any such
satisfaction will not create an obligation on the part of such Participant
pursuant to Section 16(b) of the Act to reimburse the Company for any statutory
profit which might be held to result from such satisfaction.

       


        
          
 

      

      
        8.  TERMS
AND CONDITIONS OF INCENTIVE STOCK OPTIONS

         

      

      (a)           General.  The
Committee may also grant incentive stock options as defined under section 422 of
the Code.  All incentive stock options issued under the Plan shall,
except for the provisions of Sections 6(d) (to the extent it allows the
Committee to permit Options to be transferred to, or for the benefit of, the
Participant’s immediate family members), 6(e) and (f) and Section 7 hereof, be
subject to the same terms and conditions as the non-qualified options granted
under the Plan.  In addition, incentive stock options shall be subject
to the conditions of Sections 8(b), (c) and (d).

       

      (b)           Limitation
on Shares.  No more than 1,176,562 shares of Common Stock,
subject to adjustment as provided in Section 5, shall be issued pursuant to
Options that are intended to qualify as incentive stock options.

       

      (c)           Termination
of Employment.  Except as may otherwise be provided in the
award agreement entered into in connection with any grant, upon the termination
of a Participant’s employment for any reason other than death, the incentive
stock option shall be exercisable only as to those shares of Common Stock which
were then subject to the exercise of such Option; provided, however, that in the
case of retirement, at or after age 55 and with at least five years of credited
service, from the Company or a Subsidiary, such Option shall immediately become
exercisable in full.  Such Option shall expire as an incentive stock
option according to the following schedule:

       

      (i)  Retirement.  The
incentive stock option shall expire, unless exercised, three months after the
Participant’s retirement, at or after age 55 with at least five years of
credited service, from the Company or a Subsidiary.

       

      (ii)  Disability.  The
incentive stock option shall expire, unless exercised, one year after the date
the Participant is terminated due to the determination by the Company that the
Participant is disabled as defined in section 22(e)(3) of the Code.

       

      (iii)  Gross
Misconduct.  The incentive stock option shall expire upon
receipt by the Participant of the notice of termination if he or she is
terminated for deliberate, willful or gross misconduct as determined by the
Company.

       

      (iv)  All
Other Terminations.  The incentive stock option shall expire,
unless exercised, three months after the date of such termination.

       

      To the
extent that an award agreement permits the exercise of an Option intended to be
an incentive stock option beyond the applicable period set forth in Section
8(c)(i), 8(c)(ii) or 8(c)(iv), the Option shall expire as an incentive stock
option and become a non-qualified option exercisable pursuant to the terms of
Section 6 for the balance of the exercise period set forth in the award
agreement.  In no event, however, shall any incentive stock option be
exercisable pursuant to this Section 8(c) subsequent to the tenth anniversary of
the date on which it was granted.

       

      (d)           Death
of Participant.  Upon the death of a Participant during his or
her period of employment (or, if so provided in the award agreement, within
three months thereafter), the incentive stock option shall be exercisable as an
incentive stock option only as to those shares of Common Stock which were
subject to the exercise of such Option at the time of death (or, if so provided
in the award agreement, as to all shares of Common Stock covered by such
Option), provided that the Committee may determine that particular limitations
and restrictions under the Plan shall not apply, and such Option shall expire as
an incentive stock option, but shall become a non-qualified option exercisable
pursuant to the terms of Section 6 for the balance of the exercise period set
forth in the award agreement.  In no event, however, shall any
incentive stock option be exercisable pursuant to this Section 8(d) subsequent
to the tenth anniversary of the date on which it was granted.

       


        
          
 

      

      
        9.  TERMS
AND CONDITIONS OF AWARDS OF RETENTION STOCK

         

      

      (a)           General.  Retention
Shares may be granted to incent or reward the attainment of individual, Company
or Subsidiary goals, or to attract or retain officers or other employees of the
Company or any Subsidiary.  With respect to each grant of Retention
Shares under the Plan, the Committee shall determine the period or periods,
including any conditions for determining such period or periods, during which
the restrictions set forth in Section 9(b) shall apply (the “Restriction
Period”), provided that the Committee may also specify any other terms or
conditions to the right of the Participant to receive such Retention Shares
(“Vesting Conditions”).  Subject to Section 9(c) and any such Vesting
Conditions, a grant of Retention Shares shall be effective for the Restriction
Period and may not be revoked.

       

      (b)           Restrictions.  At
the time of grant of Retention Shares to a Participant, either (i) a stock
certificate evidencing the shares of Common Stock granted shall be registered in
the Participant’s name to be held by the Company for his or her account or
(ii) an appropriate entry evidencing the shares of Common Stock granted
shall be made in the stock ownership records or other books and records
maintained by or on behalf of the Company.  The Participant shall have
the entire beneficial ownership interest in, and all rights and privileges of a
stockholder as to, such Retention Shares, including the right to vote such
Retention Shares and, unless the Committee shall determine otherwise, the right
to receive dividends thereon, subject to the following: (i) subject to Section
9(c), the Participant shall not be entitled to delivery of any stock certificate
evidencing such Retention Shares until the expiration of the Restriction Period
and the satisfaction of any Vesting Conditions; (ii) none of the Retention
Shares may be sold, transferred, assigned, pledged, or otherwise encumbered or
disposed of during the Restriction Period or prior to the satisfaction of any
Vesting Conditions; and (iii) all of the Retention Shares shall be forfeited and
all rights of the Participant to such Retention Shares shall terminate without
further obligation on the part of the Company unless the Participant remains in
the continuous employment of the Company or a Subsidiary for the entire
Restriction Period, except as provided by Sections 9(a) and 9(c), and any
applicable Vesting Conditions have been satisfied.  Any shares of
Common Stock or other securities or property received as a result of a
transaction listed in Section 12 shall be subject to the same restrictions as
such Retention Shares.

       

      (c)           Termination
of Employment.

       

      (i)  Disability
and Retirement.  If (A) a Participant ceases to be an employee
of the Company or a Subsidiary prior to the end of a Restriction Period by
reason of disability due to the determination by the Company that the
Participant is disabled, as defined in section 22(e)(3) of the Code, or
retirement, at or after age 55 and with at least five years of credited service,
from the Company or a Subsidiary and (B) all Vesting Conditions have been
satisfied, the Retention Shares granted to such Participant shall immediately
vest and all restrictions applicable to such shares shall lapse.

       

      (ii)  Death.  If
(A) a Participant ceases to be an employee of the Company or a Subsidiary prior
to the end of a Restriction Period by reason of death, and (B) all Vesting
Conditions have been satisfied, the Retention Shares granted to such Participant
shall immediately vest in his or her Beneficiary, and all restrictions
applicable to such shares shall lapse.

       

      (iii)  All
Other Terminations.  If a Participant ceases to be an employee
of the Company or a Subsidiary prior to the end of a Restriction Period for any
reason other than death, disability or retirement as provided in Sections
9(c)(i) and (ii), the Participant shall immediately forfeit all Retention Shares
then subject to the restrictions of Section 9(b) in accordance with the
provisions thereof, except that the Committee may, if it finds that the
circumstances in the particular case so warrant, allow a Participant whose
employment so terminated to retain any or all of the Retention Shares then
subject to the restrictions of Section 9(b) and all restrictions applicable to
such retained shares shall lapse.

       

      (iv)  Vesting
Conditions.  If a Participant ceases to be an employee of the
Company or a Subsidiary for any reason prior to the satisfaction of any Vesting
Conditions, the Participant shall immediately forfeit all Retention Shares then
subject to the restrictions of Section 9(b) in accordance with the provisions
thereof, except that the Committee may, if it finds that the circumstances in
the particular case so warrant, allow a Participant whose employment has so
terminated to retain any or all of the Retention Shares then subject to the
restrictions of Section 9(b) and all restrictions applicable to such retained
shares shall lapse.

       

      (d)           Payment
of Retention Shares.  Provided that the Participant is still an
Employee of the Company or a Subsidiary at the end of the Restriction Period and
after all Vesting Conditions have been satisfied, or at such earlier time as
provided for in Section 9(c) or as the Committee, in its sole discretion, may
otherwise determine, all restrictions applicable to the Retention Shares shall
lapse and, if the Restricted Shares are evidenced by a stock certificate, a
stock certificate evidencing a number of shares of Common Stock equal to the
number of Retention Shares, free of all restrictions, shall be delivered to the
Participant or his or her Beneficiary, as the case may be.  If an
amount is payable by a Participant to the Company or a Subsidiary under
applicable withholding tax laws in connection with the lapse of such
restrictions the Participant may make such payment, in whole or in part, by
authorizing the Company to transfer to the Company Retention Shares otherwise
deliverable to the Participant having a fair market value equal to the amount to
be paid under such withholding tax laws.

       


        
          
 

      

      
        10.  TERMS
AND CONDITIONS OF RESTRICTED STOCK UNITS

         

      

      (a)           General.  Restricted
Stock Units may be granted to incent or reward the attainment of individual,
Company or Subsidiary goals, or to attract or retain officers or other employees
of the Company or any Subsidiary.  With respect to each grant of
Restricted Stock Units, the Committee shall determine the applicable Deferral
Period or Periods, provided that the Committee may also specify any other
Vesting Conditions with respect to the Participant’s right to receive payment of
the Restricted Stock Units.  Each grant will constitute the agreement
by the Company to issue or transfer shares of Common Stock to the Participant in
the future, subject to the fulfillment during the Deferral Period of such
conditions as the Committee may specify.  Subject to Section 10(c) and
any Vesting Conditions, a grant of Restricted Stock Units shall be effective for
the Deferral Period and may not be revoked.  Each grant will be
evidenced by an award agreement which will contain such terms and provisions as
the Committee may determine consistent with the Plan, including without
limitation provisions relating to the Participant’s termination of employment by
reason of retirement, death, disability or otherwise.

       

      (b)           Vesting.  Each
grant will provide that the Restricted Stock Units shall be subject to one or
more Deferral Periods, which will be fixed by the Committee on the date of
grant, and any grant or sale may provide for the earlier termination of such
period in the event of a change in control or other similar transaction or event
involving the Company.  None of the Restricted Stock Units or any
underlying shares of Common Stock may be sold, transferred, assigned, pledged,
or otherwise encumbered or disposed of during the Deferral Period or prior to
the satisfaction of any Vesting Conditions.  The Restricted Stock
Units of a Participant shall be forfeited and all rights of a Participant with
respect to such Restricted Stock Units and any underlying shares of Common Stock
shall terminate without further obligation on the part of the Company unless the
Participant remains in the continuous employment of the Company or a Subsidiary
for the applicable Deferral Period, except as provided by Section 10(c), and any
applicable Vesting Conditions have been satisfied.  Unless and until
any shares of Common Stock underlying a Restricted Stock Unit shall have been
issued in payment of such Restricted Stock Unit, no holder of a Restricted Stock
Unit shall have any rights of ownership in such shares of Common Stock,
including any right to vote such shares or to receive dividends on account of
such shares.  The Committee may, however, on or after the date of the
grant authorize the payment of dividend equivalents on such shares in cash or
shares of Common Stock, on a current, deferred or contingent basis.

       

      (c)           Termination
of Employment.

       

      (i)  Disability
and Retirement.  If (A) a Participant ceases to be an employee
of the Company or a Subsidiary prior to the end of a Deferral Period by reason
of disability due to the determination by the Company that the Participant is
disabled, as defined in section 22(e)(3) of the Code, or retirement, at or after
age 55 and with at least five years of credited service, from the Company or a
Subsidiary and (B) all Vesting Conditions have been satisfied, the Deferral
Period applicable to the Restricted Stock Units granted to such Participant
shall immediately terminate and the Restricted Stock Units shall be fully
vested.

       

      (ii)  Death.  If
(A) a Participant ceases to be an employee of the Company or a Subsidiary prior
to the end of a Deferral Period by reason of death, and (B) all Vesting
Conditions have been satisfied, the Deferral Period applicable to the Restricted
Stock Units granted to such Participant shall immediately terminate and the
Restricted Stock Units shall be fully vested.

       

      (iii)  All
Other Terminations.  If a Participant ceases to be an employee
of the Company or a Subsidiary prior to the end of a Deferral Period for any
reason other than death, disability or retirement as provided in Sections
10(c)(i) and (ii), the Participant shall immediately forfeit all Restricted
Stock Units as to which the Deferral Period has not previously expired or been
terminated, except that the Committee may, if it finds that the circumstances in
the particular case so warrant, provide that the Deferral Period applicable to
the Restricted Stock Units held by such a Participant shall immediately
terminate.

       

      (iv)  Vesting
Conditions.  If a Participant ceases to be an employee of the
Company or a Subsidiary for any reason prior to the satisfaction of any Vesting
Conditions, the Participant shall immediately forfeit all Restricted Stock Units
with respect to which such Vesting Conditions have not been satisfied, except
that the Committee may, if it finds that the circumstances in the particular
case so warrant, waive the Vesting Conditions applicable to the Restricted Stock
Units held by such Participant.

       

      (d)           Payment
of Vested Restricted Stock Units.  Provided that the
Participant is still an employee of the Company or a Subsidiary, upon the
expiration or termination of the applicable Deferral Period and after all
Vesting Conditions have been satisfied, or as soon as practicable thereafter, or
at such earlier time as provided for in Section 10(c) or as the Committee, in
its sole discretion may otherwise determine, either (i) a stock certificate
evidencing the Participant’s (or Beneficiary’s) ownership of a number of shares
of Common Stock equal to the number of affected Restricted Stock Units shall be
registered in the Participant’s (or Beneficiary’s) name to be held by the
Company for his or her account, or (ii) an appropriate entry evidencing the
number of shares of Common Stock equal to the number of affected Restricted
Stock Units shall be made in the stock ownership records or other books and
records maintained by or on behalf of the Company.

       


        
          
 

      

      
        11.  REGULATORY
APPROVALS AND LISTING

         

      

      The
Company shall not be required to issue to a Participant or Beneficiary, as the
case may be, any shares of Common Stock upon exercise of an Option or settlement
of a Restricted Stock Unit or any award of Retention Shares granted under the
Plan prior to (i) the obtaining of any approval from any governmental agency
which the Company, in its sole discretion, shall determine to be necessary or
advisable, (ii) the admission of such shares to listing on any stock exchange on
which the Common Stock may then be listed, and (iii) the completion of any
registration or other qualification of such shares under any state or Federal
law or rulings or regulations of any governmental body which the Company, in its
sole discretion, shall determine to be necessary or advisable.

       


        
          
 

      

      
        12.  ADJUSTMENT
IN EVENT OF CHANGES IN CAPITALIZATION

         

      

      In the
event of a recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, rights offering, separation,
spin-off, reorganization or liquidation, or any other change in the corporate
structure or shares of the Company, the Board, upon recommendation of the
Committee, shall make equitable adjustments in the number and kind of shares
authorized by the Plan, in the option price of outstanding Options, and in the
number and kind of shares or other securities or property subject to or covered
by outstanding Awards.  In the event of any such transaction or event,
the Committee, in its discretion, may provide in substitution for any or all
outstanding Awards such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances and may require in connection
with such substitution the surrender of all Awards so replaced.

       

      The
Committee may accelerate the payment of, or vesting with respect to, any Award
under the Plan upon the occurrence of a transaction or event described in this
Section 12.

       

      The
Company will not be required to issue any fractional share of Common Stock
pursuant to the Plan.  The Committee may provide for the elimination
of fractions or for the settlement of fractions in cash.

       


        
          
 

      

      
        13.  TERM
OF THE PLAN

         

      

      No Awards
shall be granted pursuant to the Plan after August 18, 2009, but grants of
Awards theretofore granted may extend beyond that date and the terms and
conditions of the Plan shall continue to apply thereto.

       


        
          
 

      

      
        14.  TERMINATION
OR AMENDMENT OF THE PLAN

         

      

      The Board
may at any time terminate the Plan with respect to any shares of Common Stock
not at that time subject to outstanding Awards, and may from time to time alter
or amend the Plan or any part thereof (including, but without limiting the
generality of the foregoing, any amendment deemed necessary to ensure that the
Company may obtain any approval referred to in Section 11 or to ensure that the
grant of Awards, the exercise of Options or payment of Retention Shares,
Restricted Stock Units or any other provision of the Plan complies with Section
16(b) of the Act and Section 409A of the Code), provided that no change with
respect to any Awards theretofore granted may be made which would impair the
rights of a Participant without the consent of such Participant and, further,
that without the approval of stockholders, no alteration or amendment may be
made which would (i) increase the maximum number of shares of Common Stock
subject to the Plan as set forth in Section 5 (except by operation of Section
12), (ii) extend the term of the Plan, (iii) change the class of eligible
persons who may receive Awards under the Plan or (iv) increase the limitation
set forth in Section 5 on the maximum number of shares that any Participant may
receive under the Plan.

       


        
          
 

      

      
        15.  GENERAL
PROVISIONS

         

      

      (a)           Neither
the Plan nor the grant of any Award nor any action by the Company, any
Subsidiary or the Committee shall be held or construed to confer upon any person
any right to be continued in the employ of the Company or a
Subsidiary.  The Company and each Subsidiary expressly reserve the
right to discharge, without liability but subject to his or her rights under the
Plan, any Participant whenever in the sole discretion of the Company or a
Subsidiary, as the case may be, its interest may so require.

       

      (b)           To
the extent that the Company is required to withhold federal, state, local or
foreign taxes in connection with any payment made or benefit realized by a
Participant or other person under the Plan, and the amounts available to the
Company for such withholding are insufficient, it shall be a condition to the
receipt of such payment or the realization of such benefit that the Participant
or such other person make arrangements satisfactory to the Company for payment
of the balance of such taxes required to be withheld.  In addition, if
permitted by the Committee, the Participant or such other person may elect to
have any withholding obligation of the Company satisfied with shares of Common
Stock that would otherwise be transferred in payment of the
Award.  However, without the consent of the Committee, shares of
Common Stock shall not be withheld in excess of the minimum number of shares
required to satisfy the Company’s withholding obligation.

       

      (c)           It
is the Company’s intention that any Award granted under the Plan that
constitutes a deferral of compensation within the meaning of Section 409A of the
Code and the guidance issued by the Secretary of the Treasury under Section 409A
of the Code shall satisfy the requirements of Section 409A of the
Code.  In granting such an Award, the Committee will use its best
efforts to exercise its authority under the Plan with respect to the terms of
such grant in a manner that the Committee determines in good faith will cause
the Award to comply with Section 409A of the Code and thereby avoid the
imposition of penalty taxes and interest upon the Participant receiving the
Award.  Notwithstanding any provision of the Plan or an Award to the
contrary, (i) if the Company makes a good faith determination that a payment of
an Award (A) constitutes a deferral of compensation for purposes of Section
409A of the Code, (B) is made to a 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, and (ii) if a “Change in Control” (as
defined in an Award) would be the date of payment of the Award and the Award is
determined to constitute a deferral of compensation, but 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.

       

      (d)           If
the Committee determines, with the advice of legal counsel, that any provision
of the Plan would prevent the payment of any Award intended to qualify as
performance-based compensation within the meaning of Section 162(m) of the Code
from so qualifying, such Plan provision shall be invalid and cease to have any
effect without affecting the validity or effectiveness of any other provision of
the Plan.

       

      (e)           All
questions pertaining to the construction, regulation, validity and effect of the
Plan shall be determined in accordance with the laws of the State of Delaware,
without regard to conflict of laws doctrine.

       


        
          
 

      

      
        16.  EFFECTIVE
DATE

         

      

      The 1999
Stock Option and Retention Stock Plan was adopted by the Board effective as of
October 4, 1999 and was approved by the stockholders of the Company on June 6,
2000.  The Amended and Restated 1999 Stock Option and Retention Stock
Plan was approved by stockholders of the Company on May 18, 2004, and was
subsequently amended and restated by the Board effective August 24, 2004,
September 24, 2004, March 8, 2005, April 18, 2005, May 23, 2007
and November 24, 2008.

       

      
        
          	QUICKSILVER
      RESOURCES INC.	
                   

                
	 	 	 
	By:	
                  /s/ Glenn
      Darden

                	
                   

                
	 	
                  
                    Glenn
      Darden, President and Chief Executive Officer