ex10_3.htm


    Exhibit
10.3

     

    
      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
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 a lump sum cash payment from QRCI equal to
the Market Value per Share, determined as of the date the Restricted Stock Unit
becomes vested; payment will be made within the 10-day period following the date
the Restricted Stock Units become 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.  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, vesting or settlement of any Restricted Stock Units, 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, vesting or settlement of
any Restricted Stock Units 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.  The Company or QRCI, as the case may be,
may withhold the required amount and remit it to the appropriate taxing
authority out of the 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 or any rights under 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 hereby
further agrees not to engage in hedging transactions with regard to the
Restricted Stock Units 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 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:	 	 ]*	 	 	 


          

        

         

         

        
          [THE
RESTRICTED STOCK UNITS HAVE NOT 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, THE RESTRICTED
STOCK UNITS MAY NOT 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.