-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B3dN0cfkEGRjNQnDUjTB9qLa50IwUYw+3CMnvyS3sDOMpPeZoEBKP/S3Jb2kyBm+ BRbK0B1UnJUl+TgMGcZ5BQ== 0001193125-06-119491.txt : 20060525 0001193125-06-119491.hdr.sgml : 20060525 20060525151549 ACCESSION NUMBER: 0001193125-06-119491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20060522 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUICKSILVER RESOURCES INC CENTRAL INDEX KEY: 0001060990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752756163 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14837 FILM NUMBER: 06867010 BUSINESS ADDRESS: STREET 1: 777 WEST ROSEDALE ST STREET 2: SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76104 BUSINESS PHONE: 8176655000 MAIL ADDRESS: STREET 1: 777 WEST ROSEDALE STREET STREET 2: SUITE 300 CITY: FORT WORTH STATE: TX ZIP: 76104 8-K 1 d8k.htm FORM 8-K Form 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): May 22, 2006

 


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.

2006 Equity Plan

On March 17, 2006, the Board of Directors of Quicksilver approved the Quicksilver Resources Inc. 2006 Equity Plan, subject to stockholder approval, and recommended that the 2006 Equity Plan be submitted to Quicksilver’s stockholders at the annual meeting of stockholders in 2006. On May 23, 2006, Quicksilver’s stockholders approved the 2006 Equity Plan. The 2006 Equity Plan provides for grants of stock options, appreciation rights, restricted shares, restricted stock units, performances shares and performances units and senior executive plan bonuses. Executive officers, other employees, consultants and non-employee directors of Quicksilver or a subsidiary of Quicksilver are eligible to participate in the 2006 Equity Plan.

Non-employee directors in office on the first business day of each year during the term of the 2006 Equity Plan will receive a grant of (i) restricted shares having a value equal to $60,000 as of the date of grant and (ii) $60,000 in cash, or at the election of the non-employee director (which election, if any, must be made on or prior to the last day of the preceding calendar year), either (a) an additional grant of restricted shares having a value equal to $60,000 as of the date of grant or (b) a stock option having a value equal to $60,000 as of the date of grant.

The foregoing description is qualified in its entirety by reference to the full text of the 2006 Equity Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forms of Award Agreements Under 2006 Equity Plan

On May 22, 2006, the Compensation Committee of the Board of Directors of Quicksilver approved the following forms of award agreements to evidence awards to employees of Quicksilver or a subsidiary of Quicksilver of restricted stock, restricted stock units, incentive stock options and non-qualified stock options granted under the 2006 Equity Plan:

 

    Restricted Share Agreement;

 

    Restricted Stock Unit Agreements;

 

    Incentive Stock Option Agreement; and

 

    Non-Qualified Stock Option Agreement

The forms of the Restricted Share Agreement, Restricted Stock Unit Agreements, Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement are attached as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

In addition, on May 23, 2006, the Board of Directors of Quicksilver approved a form of Restricted Share Agreement and a form of Non-Qualified Stock Option Agreement to evidence grants to non-employee directors of restricted stock and non-qualified stock options granted under the 2006 Equity Plan. The forms of the Restricted Share Agreement and Non-Qualified Stock Option Agreement are attached as Exhibits 10.7 and 10.8 respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

2


Non-Employee Director Compensation

On May 23, 2006, the Board of Directors of Quicksilver approved an increase in the cash portion of the annual fee payable to each of Quicksilver’s non-employee directors. In addition to the $60,000 cash payment (which was subject to a timely election to receive restricted stock or stock options in lieu of such cash payment) each non-employee director will receive an additional $46,250 in cash in 2006. The portion of the annual fee payable to each of Quicksilver’s non-employee directors in restricted stock for their services in 2006 was left unchanged at $60,000.

 

3


Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

 

Exhibit
Number
  

Description

10.1    2006 Equity Plan (filed as Appendix C to Quicksilver Resources Inc. Proxy Statement filed April 7, 2006 and included herein by reference)
10.2    Form of Restricted Share Agreement pursuant to the 2006 Equity Plan
10.3    Form of Quicksilver Resources Inc. Employee Restricted Stock Unit Agreement pursuant to the 2006 Equity Plan
10.4    Form of Quicksilver Resources Canada Inc. Employee Restricted Stock Unit Agreement pursuant to the 2006 Equity Plan
10.5    Form of Incentive Stock Option Agreement pursuant to the 2006 Equity Plan
10.6    Form of Non-Qualified Stock Option Agreement pursuant to the 2006 Equity Plan
10.7    Form of Non-Employee Director Restricted Share Agreement pursuant to the 2006 Equity Plan
10.8    Form of Non-Employee Director Non-Qualified Stock Option Agreement pursuant to the 2006 Equity Plan

 

4


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/ Philip Cook

 

Philip W. Cook

Senior Vice President –

Chief Financial Officer

Date: May 25, 2006

 

5


INDEX TO EXHIBITS

 

Exhibit
Number
  

Description

10.1    2006 Equity Plan (filed as Appendix C to Quicksilver Resources Inc. Proxy Statement filed April 7, 2006 and included herein by reference)
10.2    Form of Restricted Share Agreement pursuant to the 2006 Equity Plan
10.3    Form of Quicksilver Resources Inc. Employee Restricted Stock Unit Agreement pursuant to the 2006 Equity Plan
10.4    Form of Quicksilver Resources Canada Inc. Employee Restricted Stock Unit Agreement pursuant to the 2006 Equity Plan
10.5    Form of Incentive Stock Option Agreement pursuant to the 2006 Equity Plan
10.6    Form of Non-Qualified Stock Option Agreement pursuant to the 2006 Equity Plan
10.7    Form of Non-Employee Director Restricted Share Agreement pursuant to the 2006 Equity Plan
10.8    Form of Non-Employee Director Non-Qualified Stock Option Agreement pursuant to the 2006 Equity Plan

 

6

EX-10.2 2 dex102.htm FORM OF RESTRICTED SHARE AGREEMENT Form of Restricted Share Agreement

Exhibit 10.2

QUICKSILVER RESOURCES INC.

RESTRICTED SHARE AWARD AGREEMENT

 

Participant:                                                                                     

Number of Restricted Shares:                                                 

Date of Grant:                                                                               

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) the number of restricted shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), set forth above (the “Restricted Shares”). Terms not defined in this Agreement have the meanings set forth in the Plan.

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

 

No. of Vested Shares

  

On and After

[1/3

   First Anniversary of Date of Grant]

[1/3

   Second Anniversary of Date of Grant]

[1/3

   Third Anniversary of Date of Grant]

Notwithstanding the vesting dates set forth above, in the event of a Change in Control while the Participant is employed by the Company or a Subsidiary or in the event that the Participant terminates employment with the Company and its Subsidiaries by reason of retirement at or after the age of 62 and completion of five years of service, disability (as determined by the Committee in good faith) or death, any nonvested Restricted Shares will automatically become 100% vested. If the Participant terminates employment with the Company and its Subsidiaries for any reason other than such retirement, disability or death, any nonvested Restricted Shares will be forfeited immediately.

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

4. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an


amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

ACCEPTED:

 

 

 

Signature of Participant

 

2

EX-10.3 3 dex103.htm FORM OF EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT Form of Employee Restricted Stock Unit Agreement

Exhibit 10.3

QUICKSILVER RESOURCES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

 

Participant:                                                                                     

Number of Restricted Stock Units:                                        

Date of Grant:                                                                               

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) the number of Restricted Stock Units set forth above (the “Restricted Stock Units”). Terms not defined in this Agreement have the meanings set forth in the Plan.

2. The Restricted Stock Units will become vested in accordance with the schedule set forth below (provided that in no event will the Participant become entitled to acquire a fraction of a share of Common Stock):

 

No. of Vested Units

  

On and After

[1/3

   First Anniversary of Date of Grant]

[1/3

   Second Anniversary of Date of Grant]

[1/3

   Third Anniversary of Date of Grant]

Notwithstanding the vesting dates set forth above, in the event of a Change in Control while the Participant is employed by the Company or a Subsidiary or in the event that the Participant terminates employment with the Company and its Subsidiaries by reason of retirement at or after the age of 62 and completion of five years of service, disability (as determined by the Committee in good faith) or death, the nonvested Restricted Stock Units will immediately become 100% vested. If the Participant terminates employment with the Company and its Subsidiaries for any reason other than such retirement, disability or death, any nonvested Restricted Stock Units will be forfeited immediately.

Each Restricted Stock Unit will entitle the Participant to receive one share of Common Stock upon such Restricted Stock Unit becoming vested. Payment to the Participant will be made in the form of shares of Common Stock, and will be evidenced by book entry registration (or by a certificate registered in the name of the Participant) as soon as practicable following the date on which the Restricted Stock Units become vested.

3. The Participant will have none of the rights of a stockholder of the Company with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and receive any dividends that may be paid thereon until such time, if any, that the Participant has been determined to be a stockholder of record by the Company’s transfer agent or one or more certificates of shares of Common Stock are delivered to the Participant in settlement thereof. Further, nothing herein will confer upon Participant any right to remain in the employ of the Company or a Subsidiary.


4. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

ACCEPTED:

 

 

 

Signature of Participant

 

2

EX-10.4 4 dex104.htm FORM OF CANADA EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT Form of Canada Employee Restricted Stock Unit Agreement

Exhibit 10.4

QUICKSILVER RESOURCES INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

 

Participant:                                                                                     

Number of Restricted Stock Units:                                        

Date of Grant:                                                                               

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) the number of Restricted Stock Units set forth above (the “Restricted Stock Units”). Terms not defined in this Agreement have the meanings set forth in the Plan.

2. The Restricted Stock Units will become vested in accordance with the schedule set forth below (provided that in no event will the Participant become entitled to acquire a fraction of a share of Common Stock):

 

No. of Vested Units

   On and After

[1/3

   First Anniversary of Date of Grant]

[1/3

   Second Anniversary of Date of Grant]

[1/3

   Third Anniversary of Date of Grant]

Notwithstanding the vesting dates set forth above, in the event of a Change in Control while the Participant is employed by the Company or a Subsidiary or in the event that the Participant terminates employment with the Company and its Subsidiaries by reason of retirement at or after the age of 62 and completion of five years of service, disability (as determined by the Committee in good faith) or death, the nonvested Restricted Stock Units will immediately become 100% vested. If the Participant terminates employment with the Company and its Subsidiaries for any reason other than such retirement, disability or death, any nonvested Restricted Stock Units granted hereunder will be cancelled for no consideration immediately and be of no further force and effect.

Each Restricted Stock Unit will entitle the Participant to receive one share of Common Stock upon such Restricted Stock Unit becoming vested. Payment to the Participant will be made in the form of shares of Common Stock, and will be evidenced by book entry registration (or by a certificate registered in the name of the Participant) as soon as practicable following the date on which the Restricted Stock Units become vested.

3. The Participant will have none of the rights of a stockholder of the Company with respect to any shares of Common Stock underlying the Restricted Stock Units, including the right to vote such shares and receive any dividends that may be paid thereon, until such time, if any, that the Participant has been determined to be a stockholder of record by the Company’s transfer agent or one or more certificates of shares of Common Stock are delivered to the Participant in settlement thereof. Further, nothing herein will confer upon Participant any right to remain in the employ of Company or a Subsidiary.


4. To the extent that the Company or Quicksilver Resources Canada Inc., an Alberta corporation (“QRCI”), as the case may be, is required to withhold any federal, state, provincial, local or foreign taxes, Canada/Quebec Pension Plan contributions or Employment Insurance premiums in connection with the issuance or vesting of any Restricted Stock Units or shares of Common Stock or other securities pursuant to this Agreement, and the amounts available to the Company or QRCI, as the case may be, for such withholding are insufficient, it will be a condition to the issuance or vesting of any Restricted Stock Units or shares of Common Stock, as the case may be, that the Participant will be liable to pay such taxes or make provisions that are satisfactory to the Company or QRCI, as the case may be, for the payment thereof. With respect to any withholding obligation of the Company, the Participant 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 Participant hereunder, and the shares of Common Stock so surrendered by the Participant will be credited against any such withholding obligation at the fair market value per share of Common Stock on the date of such surrender. With respect to any withholding obligation imposed on QRCI, pursuant to a power of attorney hereby granted by the Participant, QRCI is authorized without limitation to sell, on behalf of the Participant, all or a portion of the shares of Common Stock issued to the Participant pursuant to this Agreement to satisfy any such withholding obligation.

5. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

6. The Participant shall forthwith and from time to time do all such acts and things and execute and deliver all such instruments, writings and assurances as may be necessary to carry out this Agreement in accordance with its true intent.

7. This Agreement will be binding and will inure to the benefit of the parties hereto and their successors, executors and administrators.

ACCEPTED:

 

 

 

Signature of Participant

 

2

EX-10.5 5 dex105.htm FORM OF INCENTIVE STOCK OPTION AGREEMENT Form of Incentive Stock Option Agreement

Exhibit 10.5

QUICKSILVER RESOURCES INC.

INCENTIVE STOCK OPTION AGREEMENT

 

Participant:                                                                                     

Number of Shares:                                                                      

Date of Grant:                                                                               

Exercise Price:                                                                             

Expiration Date:                                                                          

Type of Option: Incentive stock option

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) an option to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), set forth above at the price per share set forth above (the “Option”). Terms not defined in this Agreement have the meanings set forth in the Plan.

2. The Option will be for a term commencing on the Date of Grant set forth above and ending at 5:00 p.m. Central Time on the Expiration Date set forth above. During the term hereof, the Option will become vested and exercisable in accordance with the schedule set forth below (provided that in no event will the Participant be entitled to acquire a fraction of a share of Common Stock pursuant to the Option):

 

Portion of Option Exercisable

  

On and After

[1/3

   First Anniversary of Date of Grant]

[1/3

   Second Anniversary of Date of Grant]

[1/3

   Third Anniversary of Date of Grant]

In the event of a Change in Control while the Participant is employed by the Company or a Subsidiary or in the event that the Participant terminates employment with the Company and its Subsidiaries by reason of retirement at or after the age of 62 and completion of five years of service, disability (as determined by the Committee in good faith) or death, the nonvested portion of the Option will become 100% vested and exercisable and will expire one day prior to the fifth anniversary of such retirement, disability or death.

If the Participant terminates employment with the Company and its Subsidiaries for any reason other than such retirement, disability or death, the nonvested portion of the Option will be forfeited immediately and the vested portion of the Option will expire on the date that is three months after the Participant’s date of termination of employment; provided, however, that if the Participant dies within three months after the date on which he or she terminates employment (other than due to discharge for “cause”), the vested portion of the Option will expire one day prior to the fifth anniversary of such death.


Notwithstanding the foregoing, if the Participant is discharged by the Company or a Subsidiary for “cause” (as defined below), the right to exercise this Option will terminate immediately upon such discharge. “Cause” means willful or gross misconduct or willful failure by the Participant to perform his or her employment responsibilities in the best interests of the Company and its Subsidiaries (including, without limitation, breach by the Participant of any provision of any employment, nondisclosure, non-competition or other similar agreement between the Participant and the Company or a Subsidiary), as determined by the Company, which determination will be conclusive. The Participant will be considered to have been discharged “for cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.

Notwithstanding any other provision of the Plan or this Agreement to the contrary, this Option will expire and may not be exercised after the Expiration Date set forth above.

3. The exercise price for shares purchased by the Participant may be paid (i) in cash or personal check acceptable to the Company, (ii) by the transfer to the Company of shares of Common Stock having a value on the date of exercise equal to the aggregate exercise price, (iii) with the consent of the Committee, by authorizing the Company to withhold a number of shares having a value on the date of exercise equal to the aggregate exercise price or (iv) by a combination of the foregoing methods.

4. The Participant will have none of the rights of a stockholder of the Company with respect to any shares of Common Stock underlying the Option until such time that the Participant has been determined to be a stockholder of record by the Company’s transfer agent or one or more certificates of shares of Common Stock are delivered to the Participant upon due exercise of the option. Further, nothing herein will confer upon Participant any right to remain in the employ of the Company or a Subsidiary.

5. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

ACCEPTED:

 

 

 

Signature of Participant

 

2

EX-10.6 6 dex106.htm FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT Form of Non-Qualified Stock Option Agreement

Exhibit 10.6

QUICKSILVER RESOURCES INC.

NONQUALIFIED STOCK OPTION AGREEMENT

 

Participant:                                                                                     

Number of Shares:                                                                      

Date of Grant:                                                                               

Exercise Price:                                                                             

Expiration Date:                                                                          

Type of Option: Nonqualified stock option

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) an option to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), set forth above at the price per share set forth above (the “Option”). Terms not defined in this Agreement have the meanings set forth in the Plan.

2. The Option will be for a term commencing on the Date of Grant set forth above and ending at 5:00 p.m. Central Time on the Expiration Date set forth above. During the term hereof, the Option will become vested and exercisable in accordance with the schedule set forth below (provided that in no event will the Participant be entitled to acquire a fraction of a share of Common Stock pursuant to the Option):

 

Portion of Option Exercisable

  

On and After

[1/3

   First Anniversary of Date of Grant]

[1/3

   Second Anniversary of Date of Grant]

[1/3

   Third Anniversary of Date of Grant]

In the event of a Change in Control while the Participant is employed by the Company or a Subsidiary or in the event that the Participant terminates employment with the Company and its Subsidiaries by reason of retirement at or after the age of 62 and completion of five years of service, disability (as determined by the Committee in good faith) or death, the nonvested portion of the Option will become 100% vested and exercisable and will expire one day prior to the fifth anniversary of such retirement, disability or death.

If the Participant terminates employment with the Company and its Subsidiaries for any reason other than such retirement, disability or death, the nonvested portion of the Option will be forfeited immediately and the vested portion of the Option will expire on the date that is three months after the Participant’s date of termination of employment; provided, however, that if the Participant dies within three months after the date on which he or she terminates employment (other than due to discharge for “cause”), the vested portion of the Option will expire one day prior to the fifth anniversary of such death.


Notwithstanding the foregoing, if the Participant is discharged by the Company or a Subsidiary for “cause” (as defined below), the right to exercise this Option will terminate immediately upon such discharge. “Cause” means willful or gross misconduct or willful failure by the Participant to perform his or her employment responsibilities in the best interests of the Company and its Subsidiaries (including, without limitation, breach by the Participant of any provision of any employment, nondisclosure, non-competition or other similar agreement between the Participant and the Company or a Subsidiary), as determined by the Company, which determination will be conclusive. The Participant will be considered to have been discharged “for cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted.

Notwithstanding any other provision of the Plan or this Agreement to the contrary, this Option will expire and may not be exercised after the Expiration Date set forth above.

3. The exercise price for shares purchased by the Participant may be paid (i) in cash or personal check acceptable to the Company, (ii) by the transfer to the Company of shares of Common Stock having a value on the date of exercise equal to the aggregate exercise price, (iii) with the consent of the Committee, by authorizing the Company to withhold a number of shares having a value on the date of exercise equal to the aggregate exercise price or (iv) by a combination of the foregoing methods.

4. The Participant will have none of the rights of a stockholder of the Company with respect to any shares of Common Stock underlying the Option until such time that the Participant has been determined to be a stockholder of record by the Company’s transfer agent or one or more certificates of shares of Common Stock are delivered to the Participant upon due exercise of the option. Further, nothing herein will confer upon Participant any right to remain in the employ of the Company or a Subsidiary.

5. The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent.

ACCEPTED:

 

 

 

Signature of Participant

 

2

EX-10.7 7 dex107.htm FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED SHARE AGREEMENT Form of Non-Employee Director Restricted Share Agreement

Exhibit 10.7

QUICKSILVER RESOURCES INC.

RESTRICTED SHARE AWARD AGREEMENT

 

Director:                                                                                          

Number of Restricted Shares:                                                 

Date of Grant:                                                                               

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Director”) the number of restricted shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), set forth above (the “Restricted Shares”). Terms not defined in this Agreement have the meanings set forth in the Plan.

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

The Restricted Shares will become fully vested on the first anniversary of the Date of Grant, provided that the Director has remained a member of the Board through such first anniversary. If the Director ceases to be a member of the Board prior to the first anniversary of the Date of Grant, the nonvested Restricted Shares will be forfeited immediately. Notwithstanding the foregoing, in the event of a Change in Control while the Director is a member of the Board, any nonvested Restricted Shares will automatically become 100% vested.

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

4. The Director hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Director under this Agreement without the Director’s consent.

ACCEPTED:

 

 

 

Signature of Director

EX-10.8 8 dex108.htm FORM OF NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT Form of Non-Employee Director Non-Qualified Stock Option Agreement

Exhibit 10.8

QUICKSILVER RESOURCES INC.

NONQUALIFIED STOCK OPTION AGREEMENT

 

Director:                                                                                          

Number of Shares:                                                                      

Date of Grant:                                                                               

Exercise Price:                                                                             

Expiration Date:                                                                          

Type of Option: Nonqualified stock option

1. Under the terms and conditions of the Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Quicksilver Resources Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Director”) an option to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share (“Common Stock”), set forth above at the price per share set forth above (the “Option”). Terms not defined in this Agreement have the meanings set forth in the Plan.

2. The Option will be for a term commencing on the Date of Grant set forth above and ending at 5:00 p.m. Central Time on the Expiration Date set forth above. During the term hereof, the Option will become vested and exercisable in accordance with the schedule set forth below.

The Option will become vested and exercisable as to 1/12th of the total number of shares (rounded up to the nearest whole share) on the last day of the first full calendar month following the Date of Grant, as to 1/12th of the total number or shares (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 on the last day of the calendar month preceding the first anniversary of the Date of Grant; provided, in each case, that the Director has remained a member of the Board through the respective vesting date. Notwithstanding the vesting dates set forth above, in the event of a Change in Control while the Director is a member of the Board, the nonvested portion of the Option will become 100% vested and exercisable.

In the event that the Director ceases to be a member of the Board by reason of retirement at or after the age of 55 and completion of five years of service on the Board, disability (as determined by the Committee in good faith) or death, the nonvested portion of the Option will be forfeited immediately and the vested portion of the Option will expire one day prior to the fifth anniversary of such retirement, disability or death.

If the Director’s service on the Board is terminated for cause pursuant to Section 141(k) of the Delaware General Corporation Law (or any successor provision), the right to exercise this Option will terminate immediately.

If the Director ceases to be a member of the Board for any reason other than such retirement, disability, death or termination for cause, the nonvested portion of the Option will be


forfeited immediately and the vested portion of the Option will expire on the date that is three months after the date that Director ceases to be a member of the Board.

Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option will expire and may not be exercised after the Expiration Date set forth above.

3. The exercise price for shares purchased by the Director may be paid (i) in cash or personal check acceptable to the Company, (ii) by the transfer to the Company of shares of Common Stock having a value on the date of exercise equal to the aggregate exercise price or (iii) by a combination of the foregoing methods.

4. The Director will have none of the rights of a stockholder of the Company with respect to any shares of Common Stock underlying the Option until such time that the Director has been determined to be a stockholder of record by the Company’s transfer agent or one or more certificates of shares of Common Stock are delivered to the Director upon due exercise of the option. Further, nothing herein will confer upon Director any right to remain in service on the Board.

5. The Director hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Director under this Agreement without the Director’s consent.

ACCEPTED:

 

 

 

Signature of Director

 

2

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