ex10_2.htm


    Exhibit
10.2

     

    
      QUICKSILVER
RESOURCES 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 Inc., a Delaware
corporation (the “Company”), 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):

       

      
        	
                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 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, 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.

       

      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.     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.

       

      ACCEPTED:

      ____________________

      Signature
of Participant