CHENIERE ENERGY, INC.
AMENDMENT TO NON-QUALIFIED STOCK OPTION GRANT
This Amendment is made and entered into effective as of , 2008, by and between Cheniere Energy, Inc. (the Company) and (the Optionee).
WHEREAS, the Optionee was previously granted a non-qualified stock option by the Company subject to the terms and conditions of the Cheniere Energy, Inc. Amended and Restated 2003 Stock Incentive Plan, as amended (the Plan), and pursuant to the Non-Qualified Stock Option Grant dated , 200 , (the Agreement), by and between the Company and the Optionee;
WHEREAS, the Company and the Optionee desire to amend the Agreement to extend the Option Period for an additional five (5) years as permitted by the Plan;
WHEREAS, Section 1.409A-1(b)(5)(v)(C) of the Final Section 409A Regulations permit the extension of the exercise period of an option where, at the time of the extension, the fair market value of the underlying stock is less than or equal to the exercise price;
WHEREAS, Section 2.4 of the Plan provides that the Committee (as defined in the Plan) has the authority to amend an option at any time; and
WHEREAS, pursuant to the Plan, any amendment of an outstanding option requires the consent of the optionee.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained therein, the parties hereto agree as follows:
1. Section II.E. of the Agreement is hereby amended, in its entirety, to read as follows:
E. Option Period: , 200 through , 20 (until 12:00 p.m. central).
2. Section III. of the Agreement is hereby amended, in its entirety, to read as follows:
III. Option Period. The Option Period shall begin on the Grant Date and terminate on the day of , 20 (the Option Expiration Date).
3. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the same meanings as set forth in the Agreement and the Plan.
4. Except as modified and amended in this Amendment, the Agreement shall remain in full force and effect.
5. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment is executed this ____ day of __________, 2008.
|CHENIERE ENERGY, INC.|
700 Milam Street, Suite 800
Houston, Texas 77002
Accepted and agreed this day of , 2008.