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Exhibit
10.7
RELEASE AND SEPARATION
AGREEMENT
This Release and Separation
Agreement (“Agreement”) is being entered into by
(“Employee”) and Cheniere Energy, Inc. (the
“Company”) in order to further the mutually desired
terms and conditions set forth herein. The term
“Company” shall include Cheniere Energy, Inc., its
present and former parents, trusts, plans, direct or indirect
subsidiaries, affiliates and related companies or entities,
regardless of its or their form of business
organization.
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1. |
For and in consideration for Employee’s execution of this
Agreement, the Company agrees to the following: |
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a. |
Pay Employee
and 00/100 Dollars ($
) in a single lump sum payment, less all standard tax
withholding deductions; and |
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b. |
Within fifteen (15) days of the expiration of the seven
(7) day revocation period, accelerate vesting on
Restricted Shares which would not have otherwise vested upon
Employee’s termination pursuant to the terms of
Employee’s Restricted Stock Grant Agreement(s). Upon the
accelerated vesting of Employee’s Restricted Shares, any
issuance of common stock shall not be made until appropriate
arrangements have been made by Employee for the payment of any tax
amounts (federal, state, local or other) that may be required to be
withheld or paid by the Company. |
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c. |
[Within fifteen (15) days of the expiration of the seven
(7) day revocation period, accelerate vesting on
Non-Qualified Stock Options (“NQSOs”) which would not
have otherwise vested upon Employee’s termination pursuant to
the terms of Employee’s Non-Qualified Stock Option Grant
Agreement(s). These NQSOs are fully vested and Employee shall be
able to exercise all or a portion of these NQSOs at
Employee’s discretion, subject to any applicable insider
trading restrictions. Employee understands that Employee has a
period of six (6) months from the Date of Termination to
exercise these vested NQSOs unless they terminate earlier by their
own terms. Any portion of these NQSOs not exercised by the earlier
of the expiration of their term or six (6) months from the
Date of Termination shall be forfeited. Such NQSOs shall continue
to be governed by the terms and conditions of the applicable plans
from which they were granted and the applicable grant letter
(collectively, such amounts shall constitute the “Separation
Payment”).] |
Except as provided in
Paragraph 2 below, these payments represent the exclusive amount to
be paid to Employee by the Company, in connection with or arising
out of his or her employment with the Company and/or his or her
termination of employment with the Company, and no further amounts
shall be required for any items, including, but not limited to,
attorneys’ fees. All amounts payable under this Agreement
will be paid at the time provided for herein, but in no event later
than March 15 th of
the calendar year following the
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Cheniere |
| Release
and Separation Agreement, p. 1 |
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[NAME OF EMPLOYEE] |
calendar year in which
Employee terminates employment with the Company as contemplated by
this Agreement. It is intended that payment under this Agreement
will not constitute deferred compensation as described in
Section 409A of the Internal Revenue Code of 1986, as amended
by reason of the provisions of Treasury Regulation
Section 1.409A-1(b)(4).
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2. |
Employee, on behalf of himself or herself, his or her heirs,
beneficiaries and personal representatives, hereby releases,
acquits and forever discharges the Company, its owners, officers,
predecessors, employees, former employees, shareholders, directors,
partners, attorneys, agents and assignees, and all other persons,
firms, partnerships, or corporations in control of, under the
direction of, or in any way presently or formerly associated with
the Company of and from all claims, charges, complaints,
liabilities, obligations, promises, agreements, contracts, damages,
actions, causes of action, suits, accrued benefits or other
liabilities of any kind or character, whether known or hereafter
discovered, arising from or in any way connected with or related to
Employee’s employment with the Company and/or
Employee’s termination of employment with the Company,
including, but not limited to, allegations of wrongful termination,
discrimination, retaliation, breach of contract, anticipatory
breach, fraud, conspiracy, promissory estoppel, retaliatory
discharge, constructive discharge, discharge in violation of any
law, statute, regulation or ordinance providing whistleblower
protection, discharge in violation of public policy, intentional
infliction of emotional distress, negligent infliction of emotional
distress, defamation, harassment, sexual harassment, invasion of
privacy, any action in tort or contract, any violation of any
federal, state, or local law, including, but not limited to, any
violation of Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000e et seq ., the Civil Rights
Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C.
§ 206, the Employee Retirement Income Security Act of
1974, 29 U.S.C. § 1001 et seq ., the Americans with
Disabilities Act, 42 U.S.C. § 12101 et seq ., the Age
Discrimination in Employment Act of 1967, as amended
(“ADEA”), 29 U.S.C. § 621 et seq .,
the Family and Medical Leave Act, 29 U.S.C. § 2601 et
seq ., the Fair Credit Reporting Act, 15 U.S.C. § 1681,
et seq ., the Sarbanes-Oxley Act, 18 U.S.C.
§ 1514A et seq ., the Worker Adjustment and
Retraining Notification Act, 29 U.S.C. §§ 2101-2109, the
Texas Commission on Human Rights Act, T EX . L
AB . C ODE § 21.001, et.
seq ., the Texas Workers’ Compensation Act, T
EX . L AB . C ODE
§§ 451.001-451.003, the Texas Payday Act, T
EX . L AB . C ODE
§ 61.011, et seq ., or any other employment or
civil rights act, and any and all claims for severance pay or
benefits under any compensation, cash award, or employee benefit
plan, program, policy, contract, agreement or other arrangement of
the Company, but excluding any claim for unemployment compensation,
any claim for workers’ compensation benefits, and any
benefits which Employee is entitled to receive under any Company
plan that is a qualified plan u |
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