Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention
      Stock Plan


     

    Exhibit
      10.3


    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.

     

    
      
        
        

      

      
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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

    
      
        
        

      

      
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    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

    
      
        
        

      

      
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    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.

    
      
        
        

      

      
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    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

    
      
        
        

      

      
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    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.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (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.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    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.

     

    (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.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (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 and May 23,
      2007.

     

    QUICKSILVER
      RESOURCES INC.

    


    


    By:   /s/
      Glenn Darden         

    Glenn
      Darden, President and CEO