Quicksilver Resources Inc. Director Restricted Share Award Agreement


     

    Exhibit
      10.2


    QUICKSILVER
      RESOURCES INC.

    RESTRICTED
      SHARE AWARD AGREEMENT

     

    
      	
              Director:
                _____________________________________

            
	
              Number
                of Restricted Shares: _____________________

            
	
              Date
                of Grant: _____________________

            


    

    


    1.  Under
      the
      terms and conditions of the Quicksilver Resources Inc. 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
“Director”) the number of restricted shares of the Company’s Common Stock, par
      value $0.01 per share (“Common Stock”), set forth above (the “Restricted
      Shares”). Terms not defined in this Agreement have the meanings set forth in the
      Plan.

     

    2.  The
      Restricted Shares may not be transferred, sold, pledged, exchanged, assigned
      or
      otherwise encumbered or disposed of by the Director, except to the Company,
      until the Restricted Shares become vested in accordance with the schedule set
      forth below. Any purported transfer, encumbrance or other disposition of the
      Restricted Shares before they become vested will be null and void, and the
      other
      party to any such purported transaction will not obtain any rights to or
      interest in the Restricted Shares.

     

    
      	 	
              No.
                of Vested Shares

               

            	
              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 foregoing, in the event of a Change in Control while the Director is a
      member of the Board, any nonvested Restricted Shares will automatically become
      100% vested. 

     

    3.  Except
      as
      otherwise provided herein, the Director will have all of the rights of a
      stockholder with respect to the Restricted Shares, including the right to vote
      such shares and receive any dividends that may be paid thereon; provided,
      however, that any additional shares of Common Stock or other securities that
      the
      Director may become entitled to receive pursuant to a stock dividend, stock
      split, combination of shares, recapitalization, merger, consolidation,
      separation or reorganization or any other change in the capital structure of
      the
      Company will be subject to the same restrictions as the Restricted
      Shares.

     

    4.  The
      Director 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 Director under this Agreement without the Director’s consent.


     

    ACCEPTED:

     

    _____________________

    Signature
      of Director