Exhibit
10.1
AMENDMENT TO
NON-QUALIFIED STOCK OPTION
GRANT
THIS AMENDMENT TO NON-QUALIFIED
STOCK OPTION GRANT (this “Amendment”) is made and
entered into effective as of
, 2007 by and between CHENIERE ENERGY, INC., a Delaware corporation
(the “Company”), and each of the undersigned optionees
(“Optionee”).
WHEREAS, the Company has previously
granted to Optionee certain Non-Qualified Stock Options (the
“Options”) to purchase shares of the Company’s
common stock, $.003 par value per share, subject to the terms and
conditions of the Company’s Amended and Restated 2003 Stock
Incentive Plan (the “Plan”), and as provided in a
Non-Qualified Stock Option Grant described on Exhibit A attached
hereto (the “Stock Option Grant”) previously executed
by the Company and Optionee;
WHEREAS, pursuant to
Section 2.4 of the Plan, the Company and Optionee desire to
amend the Stock Option Grant in order to provide for accelerated
vesting upon certain conditions in accordance with the terms of the
Plan;
NOW THEREFORE, in consideration of
the mutual covenants and agreements contained herein, the parties
agree as follows:
1. Paragraph IV of the Stock Option
Grant is hereby deleted in its e
