Exhibit 10.94
INDEFINITE TERM EMPLOYMENT
AGREEMENT
BETWEEN THE
UNDERSIGNED:
Cheniere International,
Inc., acting on behalf of
the company Cheniere LNG Services, a société
à responsabilité limitée whose
registration is pending and whose registered office is located at
46 rue Pierre Charron, 75008 Paris, and represented by Mrs Ann
Raden, duly authorised in this regard.
(hereinafter, the company Cheniere
LNG Services
will be referred to as “ the
Company ”)
For the first
part,
AND
Mr Jean Abiteboul
, of French nationality, residing
at
Social Security number:
(hereinafter referred to as “
Mr Abiteboul ”)
For the second
part,
IT HAS THEREFORE BEEN AGREED
AS FOLLOWS :
ARTICLE 1 –
EMPLOYMENT
This agreement shall be governed by
the applicable laws and regulations and by the specific terms and
conditions set out herein.
The Company shall employ Mr
Abiteboul as Executive Director beginning on 20 February 2006,
subject to the pre-employment medical examination, which employment
Mr Abiteboul hereby accepts.
Mr Abiteboul hereby declares that he
has no binding relationship with any other company and that, as at
the effective date of this agreement, he will have left his
previous employer free of any obligation. In particular, Mr
Abiteboul declares that he is not subject to any non-compete
obligation.
Mr Abiteboul shall inform the
Company of any change in his personal circumstances (address,
etc.).
This agreement shall supersede and
replace any previous offers, negotiations, or documents that may
have been exchanged between the parties, or on their
behalf.
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ARTICLE 2 – DUTIES
Mr Abiteboul shall hold the position
of Executive Director, classified as a senior executive
position.
Mr Abiteboul shall be entrusted, in
particular, with the general management of the Company and with
managing the Cheniere Group’s business in Europe.
Together with the
Gérants of the Company, Mr Abiteboul shall actively
participate in defining the Cheniere Group’s European
strategy, and shall specifically be in charge of the definition,
development and execution of the commercial and energy supply
strategy of the Group.
It is understood that the
description above in no way constitutes an exhaustive list of Mr
Abiteboul’s responsibilities, and the Company reserves the
right to amend these to match his duties without any such amendment
being a modification of his employment agreement, and in executing
this agreement, Mr Abiteboul expressly accepts the Company’s
right to make such adjustments.
In his capacity as Executive
Director, Mr Abiteboul shall regularly report to Mr Charif Souki,
one of the Gérants of the Company and Chief Executive
Officer of Cheniere International, Inc. For this purpose, Mr
Abiteboul shall abide by the instructions he is given and shall
provide any and all reports or information on his activities on
behalf of the Company.
Mr Abiteboul hereby undertakes to
carry out his duties in the Company’s best interest and in
the best interest of the Cheniere Group, in keeping with general
Company policies by which he agrees to abide. Mr Abiteboul shall
dedicate all his professional knowledge and care in carrying out
these duties.
ARTICLE 3 –
TERM
3.1. Term of the
agreement
This agreement is entered into for
an unlimited term.
3.2. Trial period
This agreement shall only become
definitive upon expiry of a three-month trial period that begins on
the effective hiring date and may be renewed for one additional
three-month period.
This period must correspond to
actual time worked, and therefore shall be suspended in the event
Mr Abiteboul is absent for any reason whatsoever.
Over the course of the trial period,
this agreement may be terminated at any time without notice or
severance indemnity.
3.3 Notice
Three months’ prior notice is
required for termination of this agreement at the Company’s
initiative, save in cases of serious misconduct or gross negligence
on Mr Abiteboul’s part.
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Three months’ prior notice is required for
termination of this agreement at Mr Abiteboul’s
initiative.
ARTICLE 4 –WORKING
TIME
In view of his considerable
responsibilities and the extensive independence he enjoys in
organising his schedule, his ability to make autonomous decisions,
and in view of his remuneration, it is hereby agreed that Mr
Abiteboul is a senior executive within the meaning of article
L. 212-15-1 of the Labour Code .
Mr Abiteboul therefore shall not be
subject to applicable legal provisions regarding statutory working
time, and expressly agrees that his working time is not governed by
a strict schedule, and that he will devote whatever time is
necessary to accomplishing his duties.
ARTICLE 5 – FIXED
REMUNERATION
The fixed remuneration of
Mr. Abiteboul will comprise a basic salary and an expatriation
allowance.
5.1 Basic
salary
Mr Abiteboul shall receive a fixed
annual gross salary of €162,000 (one hundred and sixty-two
thousand euros) as remuneration for his position as defined above,
to be paid in twelve monthly instalments of €13,500 (thirteen
thousand five hundred euros).
All of Mr Abiteboul’s
remuneration shall be subject to deductions for social security and
in particular the employee’s social security contribution,
additional retirement and social welfare contributions, medical
insurance, and unemployment insurance.
Mr Abiteboul’s salary as noted
above has been agreed upon in view of his responsibilities, and
therefore is composed of a lump sum amount in remuneration of the
working time he will devote to carrying out his duties.
5.2 Expatriation
indemnity
In order to take into account the
time spent abroad for the needs of and in the interests of the
Company and given the constraints caused by these missions
requiring frequent travel outside of France, Mr Abiteboul will
receive an expatriation allowance set out in article 81-A-II of the
General Tax Code and calculated under the form of an Daily Mission
Indemnity.
“Mission” means any
business trip of a duration of at least 24 hours in a country
outside of France. “Day” means any day (including bank
holidays) which is worked and not including paid holidays, the
majority of which day is spent abroad.
The sum of the Daily Mission
Indemnity will vary according the duration of the Mission and will
be calculated as follows:
—For any stay of less than 5
nights outside France:
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o
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Per Day in
Europe Euros 1,000;
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o
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Per Day outside
Europe Euros 1,200.
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—For any stay of at least 5
nights outside France:
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o
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Per Day in
Europe Euros 1,200;
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o
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Per Day outside
Europe Euros 1,400.
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The Company will pay a monthly advance in the
gross sum of €4,000 (four thousand euros) by way of
expatriation indemnity. An adjustment will take place twice a year
(in June and December) or, as necessary, at the end of the contract
by way of the an adjustment to the sum due on termination, in order
to take into account the exact number and duration of the Missions
giving right to an expatriation allowance for the Day. Mr Abiteboul
expressly accepts that an adjustment following an over-payment will
by made directly to his monthly remuneration.
In any case, this expatriation
allowance will be capped at the gross annual sum of €48,000
(forty-eight thousand euros) (adjusted prorata temporis as
required), whatever the number of Days per Mission
undertaken.
The expatriation allowance will be
referred to expressly in the pay slip of Mr Abiteboul and will be
paid under the same conditions as the basic salary.
It is agreed that Mr Abiteboul will
keep a detailed list of the Missions he undertakes, stating the
place and duration of the Mission and will attach to such list all
receipts relating to his business trips abroad. This list and the
receipts relating to it will be sent by Mr Abiteboul each month to
the Company’s payroll service.
ARTICLE 6 – VARIABLE
REMUNERATION
Mr Abiteboul shall receive variable
remuneration in the form of an annual bonus of up to 100% of his
fixed salary if the objectives he has been given are fully
achieved.
In addition, Mr Abiteboul will
receive an annual award of shares or options for a value of up to
100% of his annual gross basic remuneration subject to the terms of
the Plan and the achievement of objectives.
ARTICLE 7 –
BENEFITS
Mr Abiteboul shall enjoy all
benefits currently applicable in the Company in France.
ARTICLE 8 – PLACE OF
WORK AND TRAVEL
Mr Abiteboul shall carry out his
duties mainly at the Company’s premises, which are located in
Paris on the date of signature hereof.
The parties hereby agree that the
place of work is not an essential component of this agreement, and
Mr Abiteboul acknowledges that, for organizational and operational
reasons, the Company may have reason to change his place of
employment within Europe. The Company shall observe a prior
notification period in the event of any change.
The Company hereby undertakes only
to implement this clause should it be in the Company’s
interest to do so.
In view of the responsibilities he
holds, Mr Abiteboul will have reason to travel frequently in France
and abroad, which he hereby expressly agrees to do.
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ARTICLE 9 – EXPENSES
Mr Abiteboul shall be reimbursed for
all expenses for travel and accommodations, etc. together with all
professional expenses upon submission of supporting documentation,
in accordance with the Company’s applicable reimbursement
policy.
ARTICLE 10 – PAID
HOLIDAY LEAVE
Mr Abiteboul shall be entitled to
the paid holiday leave set out under law. The dates for such leave
shall be decided upon together with the Company in view of the
Company’s needs.
Paid holiday leave accrued over a
given year of reference cannot be taken or postponed beyond the end
of the following year of reference.
ARTICLE 11 –
ILLNESS
In the event Mr Abiteboul is unable
to work due to illness or accident, he must inform the Company at
the beginning of the first business day of such inability, unless
it is impossible for him to do so. In addition, should this
inability last for more than two days, Mr Abiteboul shall be
required to provide justification by sending a medical certificate
to the Company, or having one sent, no later than 48 hours after
his absence has begun.
The employee shall be compensated in
keeping with the provisions of French law.
ARTICLE 12 –
EXCLUSIVITY
Mr Abiteboul hereby undertakes to
devote all his working time and efforts exclusively to the Company
or any other Group company.
Throughout his employment, Mr
Abiteboul hereby undertakes not to directly or indirectly carry out
any activity of any kind whatsoever, at any time, on his own behalf
or on behalf of any person, company or entity that might directly
or indirectly compete with the Company’s business and
products, or with those of any other entity related to the Company,
unless the Company expressly agrees thereto in writing.
Mr Abiteboul shall also refrain,
throughout his employment with the Company, from providing any
collaboration, advice, or assistance (in any capacity, whether as
employee, under an independent contract, or otherwise) to any
entity that may directly or indirectly compete with the
Company’s business or products and from any promotion,
financing, or investment in the business or share capital of such
entities.
ARTICLE 13 –
CONFIDENTIALITY AND PROFESSIONAL SECRETS
All Com