Quicksilver Resources Inc. Amended and Restated 2004 Non-Employee Director
      Equity Plan


     

    Exhibit
      10.4


    QUICKSILVER
      RESOURCES INC.

    AMENDED
      AND RESTATED 

    2004
      NON-EMPLOYEE DIRECTOR EQUITY PLAN

     


    
      

    

    1.
        PURPOSE

     

    The
      purpose of this Amended and Restated 2004 Non-Employee Director Equity Plan
      of
      Quicksilver Resources Inc. is to promote and closely align the interests of
      non-employee directors 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 attract and retain outstanding
      directors.

     

    
      

    

    2.
        DEFINITIONS

     

    The
      following terms shall have the meanings set forth below:

     

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

     

    “Beneficiary”
means
      any person or persons designated in writing by a Participant to the Board 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.

     

    “Board
      Approval Date”
shall
      have the meaning given to such term in Section 14.

     

    “Cause”
means
      that the Optionee has ceased to be a member of the Board due to a removal by
      the
      Company’s shareholders for cause pursuant to Section 141(k) of the Delaware
      General Corporation Law (or a successor provision thereto).

     

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

     

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

     

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

     

    “Fair
      Value”
has
      the
      meaning given to such term in Section 8(a).

     

    “Market
      Value per Share”
means
      the closing sales price of a share of Common Stock on the New York Stock
      Exchange (or
      such
      other national securities exchange or market on which shares of Common Stock
      are
      then listed or quoted) on a particular date. In the event that there are no
      Common Stock transactions on such date, the Market Value per Share shall be
      determined by utilization of the

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    above
      formula as of the immediately preceding date on which there were Common Stock
      transactions. 

     

    “Non-Employee
      Director”
means
      any member of the Board who is not an employee of the Company or a
      Subsidiary.

     

    “Option”
means
      an option to purchase shares of Common Stock granted under the
      Plan.

     

    “Optionee”
means
      any Non-Employee Director who is granted an Option under the Plan.

     

    “Participant”
means
      any Non-Employee Director who is granted Restricted Shares under the
      Plan.

     

    “Plan”
means
      this Amended and Restated 2004 Non-Employee Director Equity Plan of Quicksilver
      Resources Inc., as amended from time to time.

     

    “Restriction
      Period” means,
      as
      to any shares included in a grant of Restricted Shares, the period during which
      the restrictions set forth in Section 7(a) apply to such
      shares.

     

    “Restricted
      Shares”
means
      shares of Common Stock granted under the Plan as to which neither the ownership
      restrictions nor the restrictions on transfer referred to in Section 7(a)
      have expired.

     

    “Shareholder
      Approval Date”
shall
      have the meaning given to such term in Section 14.

     

    “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.

     

    “Total
      Disability”
means
      a
      Board member’s termination as a director (other than an involuntary termination
      for Cause) due to his or her “permanent and total disability” within the meaning
      of Section 22(e)(3) of the Code and as determined by the Board.

     

      
        

      

    

    3.
        ADMINISTRATION

     

    The
      Plan
      shall be administered by the Board. The Board shall (i) grant Restricted Shares
      to Participants, (ii) grant Options to Optionees, and (iii) determine the
      terms and conditions of such Restricted Shares or Options, all in accordance
      with the provisions of the Plan. The Board 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 Restricted Shares
      and Options granted thereunder as it may deem necessary or advisable. Each
      Restricted Share grant and Option granted hereunder shall be evidenced by an
      agreement to be executed by the Company and the Participant or Optionee, as
      the
      case may be, containing 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 Board shall be by a majority of its members and shall
      be
      evidenced by resolution, written consent or other appropriate action, and the
      Board’s determinations shall be final.

     

      
        

      

    

    4.
        ELIGIBILITY

     

    All
      Non-Employee Directors are eligible to participate in the Plan.

     

      
        

      

    

    5.
        STOCK
      SUBJECT TO THE PLAN

     

    Subject
      to the provisions of Section 10 hereof, the maximum number and kind of
      shares as to which Restricted Shares or Options may at any time be granted
      under
      the Plan are 750,000 shares of Common Stock (which number has been adjusted,
      in
      accordance with the terms of the Plan, for the three-for-two stock split in the
      form of stock dividends issued to stockholders of record of the Company on
      June
      15, 2005, pursuant to Section 10). Restricted Shares, or shares of Common Stock
      subject to Options, under the Plan may be either authorized but unissued shares
      or shares previously issued and reacquired by the Company. Upon the forfeiture
      (in whole or in part) of a grant of Restricted Shares or the expiration,
      termination or cancellation (in whole or in part) of unexercised Options, shares
      of Common Stock subject thereto shall again be available for grant as Restricted
      Shares or subject to Options granted under the Plan.

     

      
        

      

    

    6.
        GRANTS
      OF RESTRICTED SHARES OR OPTIONS

     

    (a)  One-Time
      Grant.
      Each
      Non-Employee Director in office on the Shareholder Approval Date shall be
      granted as of the Shareholder Approval Date a number of Restricted Shares equal
      to $25,000 divided by the Market Value per Share as of the Shareholder Approval
      Date.

     

    (b)  New
      Director Grants.
      Each
      individual who first becomes a Non-Employee Director after the Shareholder
      Approval Date on a date other than the first business day of a calendar year
      shall be granted a number of Restricted Shares as of the date such individual
      becomes a Non-Employee Director equal to $60,000 (if the individual becomes
      a
      Non-Employee Director prior to July 1 of any year) or $30,000 (if the individual
      becomes a Non-Employee Director on or after July 1 of any year) divided by
      the
      Market Value per Share as of the date the individual first becomes a
      Non-Employee Director. For purposes of this Section 6(b), a Non-Employee
      Director who ceases to be a member of the Board and thereafter becomes a
      Non-Employee Director again shall be deemed to first become a Non-Employee
      Director on the date that such individual again becomes a Non-Employee
      Director.

     

    (c)  Annual
      Awards.
      On the
      first business day of each calendar year beginning during the term of the Plan
      and after the Shareholder Approval Date, each individual who is a Non-Employee
      Director shall be granted as of such first business day (i) a number of
      Restricted Shares equal to $60,000 divided by the Market Value per Share as
      of
      that date, and (ii) either a number of Restricted Shares equal to $60,000
      divided by the Market Value per Share as of such first business day, or an
      Option to purchase a number of shares of Common Stock equal to $60,000 divided
      by the Fair Value as of such first business day, provided that, in either case,
      the Non-Employee Director has elected in writing on or prior to the last day
      of
      the preceding calendar year to receive the

     

    
      
        
        

      

      
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    Restricted
      Shares or the Option described in this Section 6(c)(ii) in lieu of an
      equivalent amount of cash compensation from the Company.

     

      
        

      

    

    7.
        TERMS
      AND CONDITIONS OF AWARDS OF RESTRICTED SHARES

     

    (a)  Restrictions. At
      the
      time of grant of Restricted 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 Participant’s ownership of 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 shareholder as to, such Restricted Shares, including the right to vote
      such
      Restricted Shares and, unless the Board shall determine otherwise, the right
      to
      receive dividends thereon, subject to the following: (i) subject to Section
      7(c), the Participant shall not be entitled to delivery of any stock certificate
      evidencing such Restricted Shares until the expiration of the Restriction
      Period; (ii) none of the Restricted Shares may be sold, transferred, assigned,
      pledged, or otherwise encumbered or disposed of during the Restriction Period;
      and (iii) all of the Restricted Shares shall be forfeited and all rights of
      the
      Participant to such Restricted Shares shall terminate without further obligation
      on the part of the Company unless the Participant remains as a member of the
      Board for the entire Restriction Period, except as provided by Section 7(c).
      Any
      shares of Common Stock or other securities or property received as a result
      of a
      transaction listed in Section 10 shall be subject to the same restrictions
      as
      such Restricted Shares.

     

    (b)  Vesting. Each
      grant of Restricted Shares under Section 6 hereof shall become
      nonforfeitable and the restrictions described in Section 7(a) shall expire
      as to the total number of shares subject thereto on the first anniversary of
      the
      date of such grant of Restricted Shares; provided, in each case, that the
      Non-Employee Director who received the Restricted Shares has remained a member
      of the Board through such first anniversary.

     

    (c)  Rights
      Upon Termination of Service. Upon
      a
      Participant ceasing to be a member of the Board prior to the end of a
      Restriction Period for any reason, the Participant shall immediately forfeit
      all
      Restricted Shares then subject to the restrictions of Section 7(a) in accordance
      with the provisions thereof, unless the Board, in its discretion, allows the
      Participant to retain any or all of the Restricted Shares then subject to the
      restrictions of Section 7(a), in which case the Restriction Period applicable
      to
      such retained Shares shall immediately expire and all restrictions applicable
      to
      such retained shares shall immediately lapse.

     

    (d)  Payment
      of Restricted Shares.
      At the
      end of the Restriction Period, or at such earlier time as provided for in
      Section 7(c) or as the Board, in its sole discretion, may otherwise determine,
      all restrictions applicable to the Restricted 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 Restricted
      Shares, free of all restrictions, shall be delivered to the Participant or
      his
      or her Beneficiary, as the case may be.

     

    
      
        
        

      

      
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    8.
        TERMS
      AND CONDITIONS OF OPTIONS

     

    (a)  Fair
      Value.
      As
      noted in Section 6, the number of shares to be subject to any particular Option
      is to be determined with reference to the Fair Value which shall be either
      the
      Black Scholes Value (described below) or the value of an Option to purchase
      one
      share of Common Stock calculated using such other valuation methodology as
      may
      at the time of grant be used by the Company to value Options for financial
      reporting purposes, in each case as calculated as of the particular date of
      grant of the Option. For this purpose, “Black Scholes Value” means the value of
      an Option to purchase one share of Common Stock calculated using the Black
      Scholes option value model. Unless otherwise provided by the Board prior to
      the
      applicable date of grant, the Black Scholes option valuation for an Option
      to be
      granted on a particular date shall be based on the following
      assumptions:

     

    (i)   the
      then
      current price of a share of Common Stock is equal to the Market Value per Share
      of Common Stock as of the date of grant of the Option; 

     

    (ii)  the
      per
      share exercise price of the Option is equal to the Market Value per Share of
      Common Stock as of the date of grant of the Option;

     

    (iii)  the
      time
      until expiration of the Option is equal to the actual time until expiration
      of
      the Option (determined without regard to the provisions of Sections 8(h) and
      8(i)); 

     

    (iv)  the
      risk-free interest rate is the asked yield rate, as of the business day
      preceding the date of grant of the Option and as reported in the Wall Street
      Journal, for the U.S. Treasury Note or Bond having a maturity date that is
      closest to the date that is five years after the date of grant of the
      Option;

     

    (v)  the
      volatility of the price of the Common Stock is calculated based on the closing
      price of a share of Common Stock on the last trading day of each month for
      each
      of the 60 months preceding the month in which the date of grant of the Option
      occurs; and 

     

    (vi)  the
      dividend yield on the Common Stock equals the rate determined by dividing the
      product of four and the most recent quarterly dividend on the Common Stock
      as of
      the date of grant of the Option by the Market Value per Share of Common Stock
      as
      of the date of grant of the Option. 

     

    (b)  Exercise
      Price.
      Each
      Option granted hereunder shall have a per share exercise price equal to the
      Market Value per Share of Common Stock as of the day such Option is granted.
      

     

    (c)  Vesting.
      Each
      Option granted hereunder shall be exercisable only to the extent that it is
      vested. Except as may otherwise be provided in the agreement evidencing the
      Option or as determined by the Board, each Option granted hereunder shall vest
      as to 1/12 of the total number of shares of Common Stock subject thereto
      (rounded up to the nearest whole share) on the last day of the first full
      calendar month following the date of grant of the Option, as to 1/12 of the
      total number of shares subject thereto (rounded up to the nearest whole share)
      on the last day of each of the 10 succeeding calendar months, and as to the
      balance of the shares of Common Stock subject thereto on the last day of
      the

     

    
      
        
        

      

      
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    calendar
      month preceding the one-year anniversary of the date of grant of the Option;
      provided, in each case, that the Non-Employee Director who received the Option
      has remained a member of the Board through the respective vesting
      date.

     

    (d)  Expiration.
      Each
      Option granted hereunder shall expire at the close of business on the day before
      the tenth anniversary of the date of grant of the Option or at such earlier
      time
      as may be provided in the Plan or in the agreement evidencing any such
      Option.

     

    (e)  Tax
      Status of Options.
      Each
      Option granted under the Plan shall be a nonqualified stock option and shall
      not
      be an “incentive stock option” within the meaning of Section 422 of the
      Code.

     

    (f)  Payment.
      Shares
      of Common Stock purchased pursuant to the exercise of an Option 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 Optionee
      and held for a period of at least 6 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 shall be valued at Market Value
      per Share on the date the option is exercised in accordance with the procedures
      to be established by the Board. A holder of an Option shall have none of the
      rights of a shareholder until the shares of Common Stock are issued to him
      or
      her following exercise of the Option.

     

    (g)  Non-Transferability
      of Options.
      During
      an Optionee’s lifetime, the Option may be exercised only by the Optionee.
      Options shall not be transferable, except for exercise by the Optionee’s legal
      representatives or heirs; provided, however, that an Optionee may, with prior
      approval from the Board (or its designee), transfer an exercisable Option to
      (i)
      a member or members of the Optionee’s immediate family, (ii) a trust, the
      beneficiaries of which consist exclusively of members of the Optionee’s
      immediate family, (iii) a partnership, the partners of which consist exclusively
      of members of the Optionee’s immediate family, or (iv) any similar entity
      created for the exclusive benefit of members of the Optionee’s immediate family.
      The Board or its designee must approve the form of any transfer of an Option
      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
      Optionee’s immediate family shall be disregarded. For purposes of this
      Section 8(g), immediate family means an Optionee’s spouse, children and
      grandchildren, including step and adopted children and
      grandchildren.

     

    (h)  Rights
      Upon Termination of Service.
      Upon an
      Optionee ceasing to be a member of the Board for any reason other than death,
      each Option of such Optionee shall be exercisable only as to those shares of
      Common Stock which were then subject to the exercise of such Option. Such Option
      shall expire according to the following schedule:

     

    (i)        
      Retirement.
      Option
      shall expire, unless exercised, five years after the Optionee’s retirement from
      the Board if the Optionee retires at or after age 55 with at least five
      years of service on the Board.

     

    
      
        
        

      

      
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    (ii)       
      Disability.
      Option
      shall expire, unless exercised, five years after the date the Optionee’s service
      on the Board is terminated due to the Optionee’s Total Disability.

     

    (iii)  Cause.
      Option
      shall expire upon Optionee’s service on the Board being terminated for
      Cause.

     

    (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 8(g) subsequent to the tenth anniversary of the date on which it is
      granted or subsequent to any earlier termination in accordance with the terms
      of
      the agreement evidencing such Option.

     

    (i)  Death
      of Optionee.
      Upon
      the death of an Optionee during his or her term of service on the Board, an
      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. Such
      Option shall expire, unless exercised by the Optionee’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 8(i) subsequent to the tenth anniversary of the date on which it is
      granted or subsequent to any earlier termination in accordance with the terms
      of
      the agreement evidencing such Option.

     

    (j)  Continuance
      of Service.
      Except
      as otherwise determined by the Board, the vesting schedule applicable to an
      Option requires continued service through each applicable vesting date as a
      condition to the vesting of the applicable installment of the Option and the
      rights and benefits under the Plan. Service for only a portion of a vesting
      period, even if substantial, will not entitle the Optionee to any proportionate
      vesting or avoid or mitigate a termination of rights and benefits upon or
      following a termination of service as a Board member as provided in
      Section 8(h) or 8(i).

     

      
        

      

    

    9.
        REGULATORY
      APPROVALS AND LISTING

     

    The
      Company shall not be required to issue to a Participant, an Optionee, or a
      Beneficiary, as the case may be, any Restricted Shares or shares of Common
      Stock
      upon exercise of an Option 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.

     

      
        

      

    

    10.
        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

     

    
      
        
        

      

      
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    Board
      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 of
      Restricted Shares or shares subject to Options. In the event of any such
      transaction or event, the Board, in its discretion, may provide in substitution
      for any or all outstanding Restricted Shares or Options 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 Restricted Shares or Options so replaced.

     

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

     

      
        

      

    

    11.
        TERM
      OF THE PLAN

     

    No
      Restricted Shares or Options shall be granted pursuant to the Plan after May
      18,
      2014, but grants of Restricted Shares or Options theretofore granted may extend
      beyond that date and the terms and conditions of the Plan shall continue to
      apply thereto.

     

      
        

      

    

    12.
        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 constituting outstanding Restricted Shares or subject to
      outstanding Options 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 10 or to ensure that the grant of
      Restricted Shares or Options, the exercise of Options or any other provision
      of
      the Plan complies with Section 16(b) of the Act), provided that no change with
      respect to any Restricted Shares or Options theretofore granted may be made
      which would impair the rights of a Participant or an Optionee without the
      consent of such Participant or Optionee and, further, that without the approval
      of shareholders, 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 10), (ii) extend the term of the
      Plan, or (iii) change the class of eligible persons who may receive grants
      of
      Restricted Shares or Options under the Plan.

     

      
        

      

    

    13.
        GENERAL
      PROVISIONS

     

    (a)  Neither
      the Plan nor the grant of any Restricted Shares or Option nor any action by
      the
      Company or the Board shall be held or construed to confer upon any person any
      right to continued service as a Non-Employee Director.

     

    (b)  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.

     

    (c)  It
      is the
      Company’s intention that any Restricted Shares or Option granted under the Plan
      shall not constitute a deferral of compensation within the meaning of Section
      409A of the Code. In granting such Restricted Shares or an Option, the Board
      will use its best efforts to exercise its authority under the Plan with respect
      to the terms of such Restricted Shares or Option in a manner that the Board
      determines in good faith will not cause the Restricted Shares or Option to
      be
      subject to Section 409A of the Code and,

     

    
      
         

      

      
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    should
      the Restricted Shares or an Option be subject to Section 409A of the Code,
      to
      comply with Section 409A of the Code and thereby avoid the imposition of penalty
      taxes and interest upon the holder of the Restricted Shares or Option. The
      time
      or schedule of any payment to be made under the Plan may not be accelerated
      except to the extent permitted under Section 409A of the Code.

    
      
        
        

      

      
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    14.
        EFFECTIVE
      DATE

     

    The
      Plan
      was adopted by the Board as of April 14, 2004, and was approved by the
      shareholders of the Company on May 18, 2004. The Plan was then amended and
      restated by the Board effective April 7, 2005 (the “Board Approval Date”), and
      approved by the Company’s shareholders on May 17, 2005 (the “Shareholder
      Approval Date”). The Plan was subsequently amended and restated by the Board
      effective February 22, 2006, and May 23, 2007.

     

    QUICKSILVER
      RESOURCES INC.

     

     

    By: 
/s/
      Glenn Darden            

      
Glenn
      Darden, President and
      CEO