8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 13, 2005

QUICKSILVER RESOURCES INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14837	75-2756163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 West Rosedale, Suite 300

Fort Worth, Texas 76104

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 665-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

Fourth Amendment to Note Purchase Agreement

On April 13, 2005, Quicksilver Resources Inc. (“Quicksilver”) entered into the Fourth Amendment to Note Purchase Agreement among Beaver Creek Pipeline, L.L.C., Terra Energy Ltd., Mercury Michigan, Inc., GTG Pipeline Corporation, Terra Pipeline Company, Cowtown Pipeline Funding, Inc., Cowtown Pipeline Management, Inc. and Cowtown Pipeline L.P., as guarantors, BNP Paribas, as collateral agent, and Fortis Capital Corp., The Prudential Insurance Company of America and The Royal Bank of Scotland plc, as purchasers. The Fourth Amendment amends the Note Purchase Agreement by amending the definitions of “Senior Indebtedness,” “Permitted Investments” and “Permitted Liens” to increase the amounts or types of such items that Quicksilver is permitted to incur or make.

The foregoing description is qualified in its entirety by reference to the full text of the Fourth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amended and Restated 1999 Stock Option and Retention Stock Plan

On April 18, 2005, the Board of Directors of Quicksilver amended the Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan (the “1999 Plan”). In general, the amendments provide that shares of restricted stock granted under the 1999 Plan may be evidenced either by book-entry registration or by certificates registered in the participants’ name and for grants of restricted stock units. The foregoing description is qualified in its entirety by reference to the full text of the 1999 Plan, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

On April 18, 2005, the Compensation Committee of the Board of Directors of Quicksilver (the “Compensation Committee”) approved a form of Retention Share Agreement to evidence awards of restricted stock granted under the 1999 Plan. The form of Retention Share Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

On April 18, 2005, the Compensation Committee approved a form of Restricted Stock Unit Agreement to evidence awards of restricted stock units granted under the 1999 Plan. The form of Restricted Stock Unit Agreement is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit Number	Description
10.1	Fourth Amendment to Note Purchase Agreement, dated as of April 12, 2005, among Quicksilver Resources Inc., certain of its subsidiaries listed therein, BNP Paribas, collateral agent, and the purchasers identified therein
10.2	Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan
10.3	Form of Retention Share Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan
10.4	Form of Restricted Stock Unit Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUICKSILVER RESOURCES INC.
By:	/s/    Bill Lamkin
	Bill Lamkin
	Executive Vice President and Chief Financial Officer

Date: April 19, 2005

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Fourth Amendment to Note Purchase Agreement, dated as of April 12, 2005, among Quicksilver Resources Inc., certain of its subsidiaries listed therein, BNP Paribas, collateral agent, and the purchasers identified therein
10.2	Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan
10.3	Form of Retention Share Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan
10.4	Form of Restricted Stock Unit Agreement pursuant to the Quicksilver Resources Inc. Amended and Restated 1999 Stock Option and Retention Stock Plan

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT

TO

NOTE PURCHASE AGREEMENT

Dated as of April 12, 2005

AMONG

QUICKSILVER RESOURCES, INC.,

AS ISSUER,

THE GUARANTORS,

BNP PARIBAS,

AS COLLATERAL AGENT,

AND

THE PURCHASERS PARTY HERETO

FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT

THIS FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Fourth Amendment”) dated as of April 12, 2005, is among QUICKSILVER RESOURCES, INC., a Delaware corporation (the “Company”); each of the undersigned Guarantors (collectively, the “Guarantors”); BNP PARIBAS, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the purchasers party to the Note Purchase Agreement referred to below (collectively, the “Purchasers”); and each of the undersigned Purchasers.

RECITALS

A. The Company, the Collateral Agent and the Purchasers are parties to that certain Note Purchase Agreement dated as of June 27, 2003, as amended by the First Amendment to Note Purchase Agreement dated as of January 30, 2004, the Second Amendment to Note Purchase Agreement dated as of July 28, 2004 and the Third Amendment to Note Purchase Agreement dated as of September 14, 2004 (as amended, the “Note Purchase Agreement”), pursuant to which the Purchasers have purchased $70 million of the Company’s Floating and Fixed Rate Senior Subordinated Second Lien Mortgage Notes due December 31, 2006 (the “Notes”).

B. The Company has requested and the Purchasers have agreed to amend certain provisions of the Note Purchase Agreement.

C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Note Purchase Agreement, as amended by this Fourth Amendment. Unless otherwise indicated, all references to sections or schedules in this Fourth Amendment refer to sections of, or schedules to, the Note Purchase Agreement.

Section 2. Amendments to Note Purchase Agreement.

2.1 Amendment to Section 9.1(a)(iii)(A). Section 9.1(a)(iii)(A) is hereby amended by deleting the reference to “$300,000,000” in the third line thereof and replacing it with “$450,000,000”.

2.2 Amendments to Schedule B. The definitions in Schedule B are hereby amended as follows:

(a) The definition of “Permitted Investments” is hereby amended by deleting each reference to “$10,000,000” in clauses (iii) and (iv) of subsection (g) of such definition and replacing it with “$20,000,000”.

(b) The definition of “Permitted Liens” is hereby amended by deleting the word “and” after the semicolon in clause (g) thereof; deleting the period at the end of clause (h) thereof and replacing it with “; and”; and adding the following clause (i) after clause (h) thereof:

(i) Liens not otherwise permitted by clauses (a) through (h) of this definition; provided that neither (A) the aggregate outstanding principal amount of the obligations of the Company and any Subsidiary secured thereby nor (B) the fair market value of the assets subject thereto, exceeds $10,000,000 in the aggregate at any time.

(c) The definition of “Senior Indebtedness” is hereby amended by deleting each reference to “$300,000,000” wherever it appears in such definition and replacing it with “$450,000,000”.

2.3 Amendment to Disclosure Schedule. Schedule C-1 (the Disclosure Schedule) is hereby amended and restated to read as set forth on Schedule C-1 attached as Exhibit A to this Fourth Amendment, which supersedes and replaces in its entirety Schedule C and Schedule C-1 to the Note Purchase Agreement.

Section 3. Conditions Precedent. This Fourth Amendment shall not become effective until the date on which each of the following conditions is satisfied (the “Effective Date”):

3.1 On or prior to the Effective Date, (a) the Collateral Agent and each Purchaser shall have received all fees and other amounts due and payable in connection with this Fourth Amendment in accordance with Section 14.1 of the Note Purchase Agreement and (b) each Purchaser shall have received, for its own account, a working fee equal to $10,000.

3.2 The Collateral Agent shall have received from all of the Purchasers, the Senior Indebtedness Representative, the Company and the Guarantors counterparts (in such number as may be requested by the Collateral Agent) of this Fourth Amendment signed on behalf of such Persons.

3.3 No Default shall have occurred and be continuing, after giving effect to the terms of this Fourth Amendment.

3.4 The Collateral Agent shall have received such other documents as the Collateral Agent or special counsel to the Collateral Agent may reasonably request.

The Collateral Agent shall notify the Company and the Purchasers in writing of the Effective Date.

Section 4. Miscellaneous.

4.1 Confirmation. The provisions of the Note Purchase Agreement, as amended by this Fourth Amendment, shall remain in full force and effect following the effectiveness of this Fourth Amendment.

4.2 Ratification and Affirmation; Representations and Warranties. The Company and each Guarantor hereby (i) acknowledges the terms of this Fourth Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Transaction Document to which it is a party and agrees that each Transaction Document to which it is a party remains in full force and effect, except as expressly amended hereby; and (iii) represents and warrants to the Purchasers that as of the date hereof, after giving effect to the terms of this Fourth Amendment: (A) all of the representations and warranties contained in each Transaction Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct, as of such specified earlier date, (B) no Default has occurred and is continuing and (C) since December 31, 2002, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

4.3 Transaction Document. This Fourth Amendment is a “Transaction Document” as defined and described in the Note Purchase Agreement and all of the terms and provisions of the Note Purchase Agreement relating to Transaction Documents shall apply hereto.

4.4 Purchasers’ Satisfaction. For purposes of determining compliance with the conditions specified in Section 3 hereof, each of the undersigned Purchasers shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Purchaser upon its execution and delivery of a counterpart of this Fourth Amendment.

4.5 Counterparts. This Fourth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fourth Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

4.6 No Oral Agreement. THIS FOURTH AMENDMENT, THE NOTE PURCHASE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

4.7 GOVERNING LAW. THIS FOURTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURES BEGIN NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed as of the date first written above.

COMPANY:	QUICKSILVER RESOURCES INC.
	By:	/s/    MarLu Hiller
		Name:	MarLu Hiller
		Title:	Treasurer
GUARANTORS:	BEAVER CREEK PIPELINE, L.L.C.
	By:	/s/    MarLu Hiller
		Name:	MarLu Hiller
		Title:	Treasurer
	TERRA ENERGY LTD.
	By:	/s/    MarLu Hiller
		Name:	MarLu Hiller
		Title:	Treasurer
	MERCURY MICHIGAN, INC.
	By:	/s/    MarLu Hiller
		Name:	MarLu Hiller
		Title:	Treasurer
	GTG PIPELINE CORPORATION
	By:	/s/    MarLu Hiller
		Name:	MarLu Hiller
		Title:	Treasurer

[Signature Page to Fourth Amendment]

Page 1

TERRA PIPELINE COMPANY
By:	/s/    MarLu Hiller
	Name:	MarLu Hiller
	Title:	Treasurer
COWTOWN PIPELINE FUNDING, INC.
By:	/s/    MarLu Hiller
	Name:	MarLu Hiller
	Title:	Treasurer
COWTOWN PIPELINE MANAGEMENT, INC.
By:	/s/    MarLu Hiller
	Name:	MarLu Hiller
	Title:	Treasurer
COWTOWN PIPELINE L.P.
By:	Cowtown Pipeline Management, Inc., as General Partner
	By:	/s/    MarLu Hiller
		Name:	MarLu Hiller
		Title:	Treasurer, Quicksilver Resources Inc.

[Signature Page to Fourth Amendment]

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COLLATERAL AGENT:	BNP PARIBAS, as a Purchaser and as Collateral Agent
	By:	/s/    Gabe Ellisor
		Name:	Gabe Ellisor
		Title:	Vice President
	By:	/s/    Russell Otts
		Name:	Russell Otts
		Title:	Vice President
PURCHASERS:	FORTIS CAPITAL CORP.
	By:	/s/    Darrell Holley
	Name:	Darrell Holley
	Title:	Managing Director
	By:	/s/    Deirdre Sanborn
	Name:	Deirdre Sanborn
	Title:	Vice President
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:	/s/    Kelly A. Brendel
	Name:	Kelly A. Brendel
	Title:	Vice President
	THE ROYAL BANK OF SCOTLAND plc
	By:	/s/    Phil Ballard
	Name:	Phil Ballard
	Title:	Senior Vice President

[Signature Page to Fourth Amendment]

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CONSENT

The undersigned Senior Indebtedness Representative, on behalf of the Required Banks, hereby consents to this Fourth Amendment as of the date first written above.

SENIOR INDEBTEDNESS REPRESENTATIVE:	JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.), as Global Administrative Agent for the Banks, on behalf of the Required Banks
	By:	/s/    J. Scott Fowler
	Name:	J. Scott Fowler
	Title:	Vice President

[Signature Page to Fourth Amendment]

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EX-10.2

Exhibit 10.2

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.

“Approved Leave of Absence” means a leave of absence of definite length approved by any executive officer of the Company to whom the Committee delegates such authority.

“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.

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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.

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

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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 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

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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 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.

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(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.

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.

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(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 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

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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.

(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.

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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, may make such equitable adjustments as it may deem appropriate 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. Moreover, the Committee may on or after the date of grant provide in the award agreement under the Plan that the holder of the Award may elect to receive an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect, or the Committee may provide that the holder will automatically be entitled to receive such an equivalent award.

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.

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. LEAVE OF ABSENCE

A leave of absence other than an Approved Leave of Absence shall be deemed a termination of employment for purposes of the Plan. An Approved Leave of Absence shall not be deemed a termination of employment for purposes of the Plan (except for purposes of Section 8), but the period of such Leave of Absence shall not be counted toward satisfaction of any Restriction Period.

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16. 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.

(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.

17. 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 and April 18, 2005.

QUICKSILVER RESOURCES INC.
By:	/s/    John C. Cirone
	John C. Cirone Vice President and General Counsel

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EX-10.3

Exhibit 10.3

QUICKSILVER RESOURCES INC.

Retention Share Agreement

This AGREEMENT (this “Agreement”) is made and entered into as of                                  (“Grant Date”) by and between Quicksilver Resources Inc., a Delaware corporation (the “Company”), and                                  (the “Employee”).

1. Grant of Retention Shares. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company’s Amended and Restated 1999 Stock Option and Retention Stock Plan (the “Plan”), the Company hereby grants to the Employee as of the Grant Date [            ] Retention Shares. The Retention Shares shall be fully paid and nonassessable and shall be evidenced by book-entry registration or by a stock certificate registered in the name of the Employee. Unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

2. Restrictions on Transfer of Retention Shares. The Retention Shares may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Employee, except to the Company, until they have become nonforfeitable in accordance with Section 3 of this Agreement; provided, however, that the Employee’s interest in the Retention Shares may be transferred at any time by will or the laws of descent and distribution. Any purported transfer, encumbrance or other disposition of the Retention Shares that is in violation of this Section 2 of this Agreement shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Retention Shares.

3. Vesting of Retention Shares.

(a) Vesting Schedule. Except as otherwise provided in this Agreement, on each anniversary of the Grant Date, the number of Retention Shares equal to [33 ¹/3%] multiplied by the initial number of Retention Shares specified in this Agreement shall become nonforfeitable on a cumulative basis until all of the Retention Shares have become nonforfeitable, subject to the Employee’s remaining in the continuous employ of the Company. For purposes of this Agreement the continuous employment of the Employee with the Company shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of the Employee’s employment among the Company and its Subsidiaries.

(b) Accelerated Vesting. Notwithstanding the foregoing, all of the Retention Shares shall immediately become nonforfeitable in the event of (i) a Change in Control, (ii) the Employee’s death or becoming disabled (within the meaning of Section 22(e)(3) of the Code) while the Employee is employed by the Company, or (iii) the Employee’s retirement from the Company at or after age 55 with at least five years of credited Company service. For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”)) is or becomes the beneficial owner (within the meaning of Rule 13d-3

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promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors; (B) any acquisition of Voting Stock of the Company by the Company or any subsidiary of the Company; (C) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company; and (D) any acquisition of Voting Stock of the Company by Mercury Exploration Company, Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company, the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or Thomas Darden, or their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or controlled affiliates;

(ii) a majority of the Board of Directors of the Company ceases to be comprised of Incumbent Directors; or

(iii) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the consolidated assets of the Company (each, a “Business Combination Transaction”) immediately after which (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination Transaction does not continue to represent (either by remaining outstanding or by being converted into Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction or any parent of such entity), at least 50% of the combined voting power of the then outstanding shares of Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries).

For purposes of this Agreement, (i) ”Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) and (ii) ”Voting Stock” means securities entitled to vote generally in the election of Directors.

4. Payment of Retention Shares. 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) of the Plan 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

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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.

5. Forfeiture of Retention Shares. Subject to Section 3(b) of this Agreement, and except as the Committee may determine on a case-by-case basis, any Retention Shares that have not theretofore become nonforfeitable shall be forfeited if the Employee ceases to be continuously employed by the Company at any time prior to the applicable vesting date. In the event of a forfeiture, forfeited Retention Shares shall cease to be outstanding and the Employee shall cease to have right, title or interest in, to or on account of the forfeited Retention Shares.

6. Dividend, Voting and Other Rights. Except as otherwise provided herein, the Employee shall have all of the rights of a shareholder with respect to the Retention 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 Employee 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 shall be subject to the same restrictions as the Retention Shares; provided that upon the forfeiture of any securities issued by an entity other than the Company, all right, title and interest therein shall revert to and vest in the Company.

7. Retention of Stock Certificate(s) by the Company. Any certificate(s) representing the Retention Shares shall be held in custody by the Company, together with a stock power endorsed in blank by the Employee with respect thereto, until those shares have become nonforfeitable in accordance with Section 3 of this Agreement. In the event that one or more stock certificates representing the Retention Shares are registered in the name of the Employee, the Employee must sign and return the attached stock powers to the attention of the Vice President-Human Resources of the Company at the Company address described below in order for the Grant under this Agreement to be effective.

8. No Special Employment Rights. Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Company to continue the employment of the Employee for any period.

9. Withholding. To the extent that the Company shall be required to withhold any federal, state, local or foreign taxes in connection with the issuance or vesting of any restricted or nonrestricted shares of Common Stock or other securities pursuant to this Agreement, and the amounts payable to the Company for such withholding are insufficient, it shall be a condition to the issuance or vesting of the shares of Common Stock, as the case may be, that the Employee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. The Employee may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company a portion of the nonforfeitable Common Shares that are issued or transferred to the Employee hereunder, and the Common Shares so surrendered by the Employee

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shall be credited against any such withholding obligation at the fair market value per share of Common Stock of such shares on the date of such surrender.

10. Miscellaneous.

(a) Except as otherwise expressly provided herein, this Agreement may not be amended or otherwise modified in a manner that adversely affects the rights of the Employee, unless evidenced in writing and signed by the Company and the Employee.

(b) All notices under this Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in a notice by either party to the other. Notwithstanding the foregoing, any notice sent to such an address in a country other than that from which the notice is sent may be sent by telefax, telegram or commercial air courier.

(c) The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any restricted or nonrestricted shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

(d) Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Employee under this Agreement without the Employee’s consent, except to the extent necessary to comply with the provisions of Section 409A of the Code.

(e) This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement.

(f) Any reference in this Agreement to a Section of the Code shall refer to that Section as it reads as of the date of this Agreement and as it may be amended from time to time, and to any successor provision.

(g) Each provision of this Agreement shall be considered separable. The invalidity or unenforceability of any provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(h) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

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(i) The failure of the Company or the Employee to insist upon strict performance of any provision hereunder, irrespective of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict performance at any time in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation or provision hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

(j) Except for the right of any party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of an arbitrator, any controversy or claim arising out of or relating to this Agreement, including without limitation claims under the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964 as amended, or any other applicable state or federal statutory or common law, shall be resolved by arbitration in Fort Worth, Texas, in accordance with the governing rules of the American Arbitration Association (the “AAA”). A demand for arbitration shall be filed with the AAA during the term, or within six months after termination or expiration, of this Agreement. The arbitrator shall have the authority to permit discovery, to the extent deemed appropriate by the arbitrator, upon the request of a party and to grant any type of injunctive relief as well as award damages; provided, however, the arbitrator shall have no authority to award multiple or punitive damages. The costs of the arbitration proceeding, including the fee of the arbitrator, shall be borne equally by the parties. Each party shall bear the costs of its own counsel. Judgment upon the award entered may be enforced by any court of competent jurisdiction.

Grant Date:                     ,             .

QUICKSILVER RESOURCES INC.

By:

Address:

777 West Rosedale Street

Fort Worth, Texas 76104

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Employee’s Acceptance

The undersigned hereby accepts the foregoing award and agrees to the terms and conditions of the Plan and this Agreement. The undersigned hereby acknowledges receipt of a copy of the Company’s Amended and Restated 1999 Stock Option and Retention Stock Plan.

Address:

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EX-10.4

Exhibit 10.4

QUICKSILVER RESOURCES INC.

Restricted Stock Unit Agreement

This AGREEMENT (this “Agreement”) is made and entered into as of                      (“Grant Date”) by and between Quicksilver Resources Inc., a Delaware corporation (the “Company”), and                      (the “Employee”).

1. Grant of Restricted Stock Units. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Company’s Amended and Restated 1999 Stock Option and Retention Stock Plan (the “Plan”), the Company hereby grants to the Employee [            ] Restricted Stock Units. Unless the context otherwise requires, terms used herein shall have the same meaning as in the Plan.

2. Vesting of Restricted Stock Units.

(a) Vesting Schedule. Except as otherwise provided in this Agreement, on each anniversary of the Grant Date, the number of Restricted Stock Units equal to [            ]% multiplied by the initial number of Restricted Stock Units specified in this Agreement shall become nonforfeitable on a cumulative basis until all of the Restricted Stock Units have become nonforfeitable, subject to the Employee’s remaining in the continuous employ of the Company until such anniversary. For purposes of this Agreement, the continuous employment of the Employee with the Company shall include employment with a Subsidiary and shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of the Employee’s employment among the Company and its Subsidiaries. Notwithstanding the foregoing, the provision of services by the Employee to the Company or a Subsidiary in a capacity other than as an employee following his or her termination of employment, including without limitation, as a consultant or as a non-employee member of a board of directors, shall not be a continuation of employment for purposes of this Agreement.

(b) Accelerated Vesting. Notwithstanding the foregoing, all of the Restricted Stock Units shall immediately become nonforfeitable in the event of (i) a Change in Control while the Employee is employed by the Company (ii) the Employee’s death or becoming disabled (within the meaning of Section 22(e)(3) of the Code) while the Employee is employed by the Company, or (iii) the Employee’s retirement from the Company at or after age 55 with at least five years of credited Company service. For purposes of this Agreement, “Change in Control” means the occurrence of any of the following events:

(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”)) is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors; (B) any acquisition of Voting Stock of the Company by the Company or any subsidiary

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of the Company; (C) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company; and (D) any acquisition of Voting Stock of the Company by Mercury Exploration Company, Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company, the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or Thomas Darden, or their respective successors, assigns, designees, heirs, beneficiaries, trusts, estates or controlled affiliates;

(ii) a majority of the Board of Directors of the Company ceases to be comprised of Incumbent Directors; or

(iii) the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the consolidated assets of the Company (each, a “Business Combination Transaction”) immediately after which (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination Transaction does not continue to represent (either by remaining outstanding or by being converted into Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction or any parent of such entity), at least 50% of the combined voting power of the then outstanding shares of Voting Stock of the entity surviving, resulting from, or succeeding to all or substantially all of the Company’s consolidated assets as a result of, such Business Combination Transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries).

For purposes of this Agreement, (i) ”Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) and (ii) ”Voting Stock” means securities entitled to vote generally in the election of Directors.

3. Forfeiture of Restricted Stock Units. Subject to Section 2(b) of this Agreement, and except as the Committee may determine on a case-by-case basis, any Restricted Stock Units that have not theretofore become nonforfeitable shall be forfeited if the Employee ceases to be continuously employed by the Company. In the event of a forfeiture, forfeited Restricted Stock Units shall cease to be outstanding and the Employee shall cease to have right, title or interest in, to or on account of the forfeited Restricted Stock Units or any underlying shares of Common Stock.

4. Payment of Restricted Stock Units. Each Restricted Stock Unit shall entitle the Employee to one share of Common Stock upon such Restricted Stock Unit becoming nonforfeitable in accordance with Section 2 of this Agreement. Payment to the Employee shall be made in the form of shares of Common Stock, and shall be evidenced by book entry

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registration or by a certificate registered in the name of the Employee as soon as practicable following the date on which the Restricted Stock Unit so became nonforfeitable.

5. Dividend, Voting and Other Rights. Except as otherwise provided herein, the Employee shall have none of the rights of a shareholder with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and receive any dividends that may be paid thereon until such time, if any, that shares of Common Stock are delivered to the Employee in settlement thereof.

6. No Special Employment Rights. Nothing contained in the Plan or this Agreement shall be construed or deemed by any person under any circumstances to obligate the Company to continue the employment of the Employee for any period.

7. Withholding. To the extent that the Company shall be required to withhold any federal, state, local or foreign taxes in connection with the issuance or vesting of any Restricted Stock Units or shares of Common Stock or other securities pursuant to this Agreement, and the amounts payable to the Company for such withholding are insufficient, it shall be a condition to the issuance or vesting of any Restricted Stock Units or shares of Common Stock, as the case may be, that the Employee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. The Employee may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company a portion of the shares of Common Stock that are issued or transferred to the Employee hereunder, and the shares of Common Stock so surrendered by the Employee shall be credited against any such withholding obligation at the fair market value per share of Common Stock on the date of such surrender.

8. Miscellaneous.

(a) Except as otherwise expressly provided herein, this Agreement may not be amended or otherwise modified in a manner that adversely affects the rights of the Employee, unless evidenced in writing and signed by the Company and the Employee.

(b) All notices under this Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in a notice by either party to the other. Notwithstanding the foregoing, any notice sent to such an address in a country other than that from which the notice is sent may be sent by telefax, telegram or commercial air courier.

(c) The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any shares of Common Stock or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

(d) Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no

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amendment shall adversely affect the rights of the Employee under this Agreement without the Employee’s consent, except to the extent necessary to comply with the provisions of Section 409A of the Code.

(e) This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee, acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement.

(f) Notwithstanding any provision in this Agreement to the contrary, this Agreement will be interpreted, applied and to the minimum extent necessary, unilaterally amended by the Committee, so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of Section 409A of the Code.

(g) Any reference in this Agreement to a Section of the Code shall refer to that Section as it reads as of the date of this Agreement and as it may be amended from time to time, and to any successor provision.

(h) Each provision of this Agreement shall be considered separable. The invalidity or unenforceability of any provision shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(i) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(j) The failure of the Company or the Employee to insist upon strict performance of any provision hereunder, irrespective of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict performance at any time in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation or provision hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

(k) Except for the right of any party to apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm pending the selection and confirmation of an arbitrator, any controversy or claim arising out of or relating to this Agreement, including without limitation claims under the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964 as amended, or any other applicable state or federal statutory or common law, shall be resolved by arbitration in Fort Worth, Texas, in accordance with the governing rules of the American Arbitration Association (the “AAA”). A demand for arbitration shall be filed with the AAA during the term, or within six months after termination or expiration, of this Agreement. The arbitrator shall have the authority to permit discovery, to the extent deemed appropriate by the arbitrator, upon the request of a party and to grant any type of injunctive relief as well as award damages; provided, however, the arbitrator shall have no authority to award multiple or punitive damages. The costs

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of the arbitration proceeding, including the fee of the arbitrator, shall be borne equally by the parties. Each party shall bear the costs of its own counsel. Judgment upon the award entered may be enforced by any court of competent jurisdiction.

Grant Date:                     ,             .

QUICKSILVER RESOURCES INC.

By:

Address:

777 West Rosedale Street

Fort Worth, Texas 76104

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Employee’s Acceptance

The undersigned hereby accepts the foregoing award and agrees to the terms and conditions of the Plan and this Agreement. The undersigned hereby acknowledges receipt of a copy of the Company’s Amended and Restated 1999 Stock Option and Retention Stock Plan.

Address:

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