Quicksilver Resources (KWK)

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.