Common use of Consideration by the Company Clause in Contracts

Consideration by the Company. (a) As consideration for this Agreement and Release, subject to and conditioned upon Employee’s (x) continued compliance with the confidentiality obligations and restrictive covenants to which Employee is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Release, (y) timely execution and delivery (without revocation) to the Company of this Agreement and Release within twenty-one (21) days after delivery of this Agreement and Release to Employee by the Company, and (z) timely execution and delivery (without revocation) to the Company of the “bring-down” release of claims attached hereto as Annex B (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), together, the “Conditions”): (i) solely for purposes of the Phase 1 ($8,000,000 allocation) and Phase 2 ($4,000,000 allocation) portions of Employee’s Construction Incentive Award Agreement with Tellurian Services LLC, dated as of April 17, 2018 (as amended or supplemented from time to time, the “CIP Award”), Employee’s termination of employment with the Company Group on the Separation Date shall be treated as a “Termination Without Cause” (as defined in the CIP Award), such that the Phase 1 and Phase 2 portions of the CIP Award shall remain outstanding and eligible to vest in accordance with the “Vesting Schedule” set forth in the CIP Award (without regard to the continued service condition therein) and the other terms and conditions of the CIP Award, which include (x) the occurrence of the applicable “NTP Date” (as defined in the CIP Award) on or before April 17, 2028, (y) Employee’s continued compliance with the “Restrictive Covenants” (as defined in the CIP Award), and (z) Employee’s timely execution and delivery (without revocation) of the “Release” (as defined in the CIP Award); provided, that, in accordance with the CIP Award, if a “Change of Control” (as defined in the CIP Award) occurs within six (6) months following the Separation Date, any then-unvested portion of the Phase 1 and Phase 2 portions of the CIP Award shall immediately vest and become payable in full in accordance with the terms and conditions of the CIP Award (including clauses (y) and (z) above); and (ii) for purposes of Employee’s Long Term Incentive Award Agreement with the Company, effective as of January 13, 2022 (the “Outstanding ICP LTI Award”), with respect to the 985,436 “Tracking Units” described therein, all unvested Tracking Units shall remain eligible to vest and be settled following the Separation Date in accordance with the Outstanding ICP LTI Award without regard to the continuous service requirement, which shall be paid in accordance with the Outstanding ICP LTI Award on the same schedule that payments in respect of such vested Tracking Units would be made pursuant to the Outstanding ICP LTI Award without regard to the occurrence of the Separation Date, and otherwise subject to the terms and conditions of the Outstanding ICP LTI Award. Any amounts paid pursuant to the CIP Award or the Outstanding ICP LTI Award will be subject to withholding and deductions for applicable taxes. (b) For the avoidance of doubt, except as expressly set forth in this Section 4 with respect to the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award, all of Employee’s outstanding equity, equity-linked, and or long-term cash-based awards, whether granted under the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, the Tellurian Inc. Incentive Compensation Program, the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan, or otherwise, constitute Forfeited Awards. In addition, if the Conditions are not satisfied, (x) the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award shall additionally constitute Forfeited Awards, and (y) the Consulting Agreement shall automatically terminate and become null and void ab initio, and neither Party shall have any further obligation or liability thereunder. (c) Employee acknowledges and agrees that the payments and benefits described in Sections 2 and 4 are the sole payments and benefits which Employee is eligible to receive in connection with the termination of Employee’s employment with the Company Group, and, other than any continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (at Employee’s sole cost and expense and in accordance with the applicable Company Group health and welfare benefit plans), Employee is not entitled to any other severance or separation pay or benefits of any kind, whether under the Tellurian Inc. Executive Severance Plan, Tellurian Inc. Employee Severance Plan, or any other plan, policy, program, agreement, or arrangement of the Company Group. In addition, Employee acknowledges and agrees that Employee is not entitled to any award or payment under the Tellurian Inc. Incentive Compensation Program in respect of any services provided during calendar year 2022 or thereafter, whether as an employee or in any other capacity (including pursuant to the Consulting Agreement).

Consideration by the Company. In addition to the “Accrued Amounts” (a) As as defined in the Employment Agreement and which will be payable in accordance with the Employment Agreement), as consideration for this Agreement and ReleaseAgreement, subject to and conditioned upon Employee’s Xxxxxxxx’ continued compliance with the provision of Section 10 of the Employment Agreement, and Xxxxxxxx’ (x) continued compliance with the confidentiality obligations and restrictive covenants to which Employee Xxxxxxxx is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Releasesubject, (y) timely execution and delivery (without revocation) to the Company of this Agreement and Release within twenty-one (21) days after delivery of this Agreement and Release to Employee by the Company, and (z) timely execution material compliance with the other terms and delivery (without revocation) conditions of this Agreement, Xxxxxxxx shall be entitled to the Company following consideration: (a) a cash payment of $221,668 in respect of the “bring-down” release of claims attached hereto as Annex B (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), together, the “Conditions”): (i) solely for purposes of the Phase 1 ($8,000,000 allocation) and Phase 2 ($4,000,000 allocation) portions of Employee’s Construction Incentive Award Agreement with Tellurian Services LLC, dated as of April 17, 2018 (as amended or supplemented from time to time, the “CIP Award”), Employee’s termination of employment with the Company Group on the Separation Date shall be treated as a “Termination Without CauseBase Salary” (as defined in the CIP Award)Employment Agreement) that would have been payable to Xxxxxxxx for the period from the Termination Date through August 25, such 2021, payable in a lump sum in cash on the first regular payroll date following the date that this Agreement becomes effective and irrevocable; (b) the Phase 1 number of shares subject to all stock options, restricted stock units and Phase 2 portions other equity awards held by Xxxxxxxx as of April 1, 2021, that would have vested and become exercisable or payable between April 1, 2021 and August 25, 2021, shall vest and become exercisable or payable, as applicable, effective as of the CIP Award shall remain outstanding date that this Agreement becomes effective and eligible irrevocable, and otherwise subject to vest in accordance with their terms; and (c) the “Vesting Schedule” payments and benefits set forth in the CIP Award (without regard to the continued service condition therein) and the other terms and conditions of the CIP Award, which include (x) the occurrence of the applicable “NTP Date” (as defined in the CIP Award) on or before April 17, 2028, (y) Employee’s continued compliance with the “Restrictive Covenants” (as defined in the CIP Award), and (z) Employee’s timely execution and delivery (without revocationSection 8(d) of the Employment Agreement (“Release” (as defined in the CIP AwardTermination Without Cause or for Good Reason”); provided, that, in accordance with the CIP Award, if a “Change provided that (i) for purposes of Control” (as defined in the CIP AwardSection 8(d)(2) occurs within six (6) months following the Separation Date, any then-unvested portion of the Phase 1 and Phase 2 portions Employment Agreement, the “COBRA Severance Period” under Section 8(d)(2)(i) of the CIP Award Employment Agreement shall immediately vest and become payable in full in accordance with be the terms and conditions of period from the CIP Award (including clauses (y) and (z) above)Termination Date through August 25, 2022; and (ii) for purposes of Employee’s Long Term Incentive Award Agreement Section 8(d)(4) of the Employment Agreement, the pro-rata portion of Xxxxxxxx’ Target Bonus (which, for clarity, is sixty percent (60%) of Base Salary, as approved by the Board on February 10, 2021) that is eligible to be earned subject to Xxxxxxxx’ achievement of performance goals as determined in accordance with Section 8(d)(4) of the CompanyEmployment Agreement, effective as will be determined by applying to the Target Bonus a fraction, the numerator of which is 237 (the number of days between January 131, 2021 and August 25, 2021) and the denominator of which is 365; and (iii) the time period that Xxxxxxxx may have to exercise any stock options shall be extended for a period ending on May 25, 2022 (or, if earlier, the “Outstanding ICP LTI Award”)end of the remaining term of the applicable stock option, in each case with respect such payments and benefits to the 985,436 “Tracking Units” described therein, all unvested Tracking Units shall remain eligible to vest and be settled following the Separation Date paid or provided in accordance with the Outstanding ICP LTI Award without regard to the continuous service requirement, which shall be paid in accordance with the Outstanding ICP LTI Award on the same schedule that payments in respect of such vested Tracking Units would be made pursuant to the Outstanding ICP LTI Award without regard to the occurrence of the Separation Date, and otherwise subject to the terms and conditions of the Outstanding ICP LTI AwardEmployment Agreement. Any amounts paid pursuant to the CIP Award or the Outstanding ICP LTI Award will be subject to withholding and deductions for applicable taxes. (b) For the avoidance of doubt, except Except as expressly set forth provided in this Section 4 with respect 2, Xxxxxxxx shall not be entitled to the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award, all of Employee’s outstanding equity, equity-linked, and or long-term cash-based awards, whether granted under the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, the Tellurian Inc. Incentive Compensation Program, the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan, or otherwise, constitute Forfeited Awards. In addition, if the Conditions are not satisfied, (x) the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award shall additionally constitute Forfeited Awards, and (y) the Consulting Agreement shall automatically terminate and become null and void ab initio, and neither Party shall have any further obligation payments or liability thereunder. (c) Employee acknowledges and agrees that the payments and benefits described in Sections 2 and 4 are the sole payments and benefits which Employee is eligible to receive in connection with the his termination of Employee’s employment with the Company Group, and, other than any continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (at Employee’s sole cost and expense and in accordance with the applicable Company Group health and welfare benefit plans), Employee is not entitled to any other severance or separation pay or benefits of any kindemployment, whether under the Tellurian Inc. Executive Severance Plan, Tellurian Inc. Employee Severance Plan, his Employment Agreement or any other plan, policy, program, agreement, or arrangement of the Company Group. In addition, Employee acknowledges and agrees that Employee is not entitled to any award or payment under the Tellurian Inc. Incentive Compensation Program in respect of any services provided during calendar year 2022 or thereafter, whether as an employee or in any other capacity (including pursuant to the Consulting Agreement)hereunder.

Consideration by the Company. (a) As consideration for this Agreement and Release, subject to and conditioned upon Employee’s (x) continued compliance with the all confidentiality obligations and restrictive covenants to which Employee is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Releasesubject, (y) timely execution and delivery (without revocation) to the Company of this Agreement and Release within twentyforty-one five (2145) days after delivery of this Agreement and Release to Employee by the Company, Company and (z) timely execution continued compliance with all terms and delivery (without revocation) to conditions of this Agreement and Release, the Company shall pay or provide the following in full satisfaction of the “bring-down” release of claims attached hereto as Annex B Company’s obligations to Employee under the Plan (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), togethercollectively, the “ConditionsSeverance”): (ia) solely for purposes of the Phase 1 Cash severance in an aggregate amount equal to $[●] ($8,000,000 allocation) and Phase 2 ($4,000,000 allocation) portions which represents 100% of Employee’s Construction Incentive Award Agreement with Tellurian Services LLC, dated as of April 17, 2018 (as amended or supplemented from time to time, the “CIP Award”), Employee’s termination of employment with the Company Group on the Separation Date shall be treated as a “Termination Without Cause” Base Salary (as defined in the CIP AwardPlan) in effect as of the Separation Date), such that the Phase 1 and Phase 2 portions of the CIP Award shall remain outstanding and eligible to vest payable in accordance with a single lump on [DATE] (the “Vesting Schedule” set forth in the CIP Award Payment Date”); (without regard b) An additional cash amount equal to the continued service condition therein) and the other terms and conditions $[●] (which represents 100% of the CIP Award, which include (x) the occurrence of the applicable “NTP Date” Employee’s Target STI Amount (as defined in the CIP AwardPlan) in effect as of the Separation Date for the 2024 fiscal year), payable in a single lump sum on or before April 17, 2028, the Payment Date; (yc) Subject to Employee’s continued compliance with the “Restrictive Covenants” timely election of continuation coverage under COBRA (as defined in the CIP AwardPlan), the Company shall subsidize and (z) cover the full cost of COBRA coverage for Employee’s timely execution and delivery Employee’s eligible dependents for eighteen (without revocation18) of the “Release” (as defined in the CIP Award)months; provided, thathowever, in accordance that the foregoing subsidy shall immediately cease on the date on which Employee obtains other employment that offers group health benefits, irrespective of whether Employee elects to be covered under such group health benefits (the “Benefits Continuation Period”); and (d) Outplacement services with a provider of the CIP Award, if Company’s choice at a “Change level commensurate with Employee’s position for the period of Control” eighteen (as defined in the CIP Award) occurs within six (618) months following the Separation Date. Notwithstanding the foregoing, (i) the Company’s obligations under Section 1(a) through (d) will be excused if Employee breaches any then-unvested portion of the Phase 1 and Phase 2 portions provisions of the CIP Award shall immediately vest Plan, including, without limitation, ARTICLE VIII thereof, or any other agreement between the Company, the Employer or their respective Affiliates and become payable in full in accordance with the terms Employee, and conditions of the CIP Award (including clauses (y) and (z) above); and (ii) for purposes in the event that the Company determines in its sole discretion that the provision of Employee’s Long Term Incentive Award Agreement with the COBRA subsidy provided under Section 1(c) cannot be provided without potentially violating applicable law, or the provision of the subsidy under Section 1(c) would subject the Company, effective as the Employer or any of January 13their respective Affiliates or Employee to a material tax or penalty, 2022 (Employee shall be provided, in lieu of the “Outstanding ICP LTI Award”)COBRA subsidy, with respect a taxable monthly payment in an amount equal to the 985,436 “Tracking Units” described therein, all unvested Tracking Units shall remain eligible monthly premium that Employee would be required to vest pay to continue Employee and be settled following the Separation Date his or her covered dependents’ group health benefit coverages under COBRA as then in accordance with the Outstanding ICP LTI Award without regard to the continuous service requirement, effect (which amount shall be paid in accordance with the Outstanding ICP LTI Award based on the same schedule that payments in respect premiums for the first month of such vested Tracking Units would be made pursuant to COBRA coverage) for the Outstanding ICP LTI Award without regard to the occurrence remainder of the Separation Date, and otherwise subject to the terms and conditions of the Outstanding ICP LTI Awardapplicable Benefits Continuation Period. Any amounts paid pursuant to the CIP Award or the Outstanding ICP LTI Award will be subject to withholding and deductions for applicable taxes. (b) For the avoidance of doubt, except as expressly set forth in this Section 4 with respect to the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award, all of Employee’s outstanding equity, equity-linked, and or long-term cash-based awards, whether granted under the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, the Tellurian Inc. Incentive Compensation Program, the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan, or otherwise, constitute Forfeited Awards. In addition, if the Conditions are not satisfied, (x) the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award shall additionally constitute Forfeited Awards, and (y) the Consulting Agreement shall automatically terminate and become null and void ab initio, and neither Party shall have any further obligation or liability thereunder. (c) Employee acknowledges and agrees that the payments and benefits described in Sections 2 and 4 are the sole payments and benefits Severance constitutes consideration beyond that which Employee is eligible to receive in connection with the termination of Employee’s employment with the Company Groupwould be obligated to provide, and, other than any continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (at Employee’s sole cost and expense and in accordance with the applicable Company Group health and welfare benefit plans), or Employee is not would be entitled to receive, but for the mutual covenants set forth in this Agreement and Release and the covenants contained in the Plan and any other severance or separation pay or benefits of any kind, whether under the Tellurian Inc. Executive Severance Plan, Tellurian Inc. Employee Severance Plan, or any other plan, policy, program, agreement, or arrangement of relevant agreements between the Company Group. In addition, Employee acknowledges and agrees that Employee is not entitled to any award or payment under the Tellurian Inc. Incentive Compensation Program in respect of any services provided during calendar year 2022 or thereafter, whether as an employee or in any other capacity (including pursuant to the Consulting Agreement)Employee.

Consideration by the Company. (a) As consideration for this Agreement and Release, subject to and conditioned upon Employee’s (x) continued compliance with the confidentiality obligations and restrictive covenants to which Employee is subject under Sections 10, 12, 13, 14, and 15 of this Agreement and Release, (y) timely execution and delivery (without revocation) to the Company of this Agreement and Release within twenty-one (21) days after delivery of this Agreement and Release to Employee by the Companyno later than March 6, 2023, and (z) timely execution and delivery (without revocation) to the Company of the “bring-down” release of claims attached hereto as Annex B A (the “Bring-Down Release”) no earlier than the Separation Date and no later than twenty-one (21) days after the Separation Date ((x), (y), and (z), together, the “Conditions”): (i) solely for purposes of the Phase 1 ($8,000,000 allocation) and Phase 2 ($4,000,000 allocation) portions of Employee’s Construction Incentive Award Agreement with Tellurian Services LLCThe Company shall continue to pay, dated as of April 17, 2018 (as amended or supplemented from time to time, the “CIP Award”)severance, Employee’s termination base salary at its current annual rate of employment with the Company Group on the Separation Date shall be treated as $525,000 (less applicable withholdings) for a “Termination Without Cause” period of twelve (as defined in the CIP Award), such that the Phase 1 and Phase 2 portions of the CIP Award shall remain outstanding and eligible to vest in accordance with the “Vesting Schedule” set forth in the CIP Award (without regard to the continued service condition therein) and the other terms and conditions of the CIP Award, which include (x) the occurrence of the applicable “NTP Date” (as defined in the CIP Award) on or before April 17, 2028, (y) Employee’s continued compliance with the “Restrictive Covenants” (as defined in the CIP Award), and (z) Employee’s timely execution and delivery (without revocation) of the “Release” (as defined in the CIP Award); provided, that, in accordance with the CIP Award, if a “Change of Control” (as defined in the CIP Award) occurs within six (612) months following the Separation DateDate on the Company’s normal payroll schedule (the “Severance”); provided, any then-unvested portion that the first installment of the Phase 1 Severance shall be paid on the Company’s first regular payroll date that follows the date that the Bring-Down Release has become fully effective and Phase 2 portions of the CIP Award shall immediately vest and become payable in full irrevocable in accordance with the its terms and conditions of the CIP Award (including clauses (y) and (z) abovetogether with any installments that would have been paid prior to such date absent this proviso); and (ii) Solely for purposes of Employee’s Long Term outstanding award of 174,942 restricted stock units, granted pursuant to that certain Restricted Stock Unit Agreement pursuant to the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Award Agreement with the CompanyCompensation Plan, effective dated as of January 136, 2022 2022, by and between Employee and the Company (the “Outstanding ICP LTI Retained RSU Award”), with respect to Employee shall be treated as having experienced a “Termination of Service by the 985,436 “Tracking UnitsCompany without ‘Cause’” described therein, all unvested Tracking Units shall remain eligible to vest and be settled following as of the Separation Date pursuant to Section 2(c)(ii) of the Retained RSU Award, and the Retained RSU Award shall otherwise continue in full force and effect in accordance with the Outstanding ICP LTI Award without regard to the continuous service requirement, which shall be paid in accordance with the Outstanding ICP LTI Award on the same schedule that payments in respect of such vested Tracking Units would be made pursuant to the Outstanding ICP LTI Award without regard to the occurrence of the Separation Date, and otherwise subject to the terms and conditions of the Outstanding ICP LTI Award. Any amounts paid pursuant to the CIP Award or the Outstanding ICP LTI Award will be subject to withholding and deductions for applicable taxesits terms. (b) For the avoidance of doubt, except as expressly set forth in this Section 4 with respect to the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Retained RSU Award, all of Employee’s outstanding equity, equity-linked, and or long-term cash-based awards, whether granted under the Tellurian Inc. Amended and Restated 2016 Omnibus Incentive Compensation Plan, the Tellurian Inc. Incentive Compensation Program, the Amended and Restated Tellurian Investments Inc. 2016 Omnibus Incentive Plan, Employee’s Long Term Incentive Award Agreements with the Company, dated as of January 13, 2022 and February 24, 2023, or otherwise, constitute Forfeited Awards. In addition, if the Conditions are not satisfied, (x) the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Retained RSU Award shall additionally constitute a Forfeited Awards, and (y) the Consulting Agreement shall automatically terminate and become null and void ab initio, and neither Party shall have any further obligation or liability thereunderAward. (c) Employee acknowledges and agrees that the payments and benefits described in Sections 2 and 4 are the sole payments and benefits which Employee is eligible to receive in connection with the termination of Employee’s employment with the Company Group, and, other than any continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (at Employee’s sole cost and expense and in accordance with the applicable Company Group health and welfare benefit plans), Employee is not entitled to any other severance or separation pay or benefits of any kind, whether under the Tellurian Inc. Executive Severance Plan, Tellurian Inc. Employee Severance Plan, or any other plan, policy, program, agreement, or arrangement of the Company Group. In addition, Employee acknowledges and agrees that Employee is not entitled to any award or payment under the Tellurian Inc. Incentive Compensation Program in respect of any services provided during calendar year 2022 2023 or thereafter, whether as an employee or in any other capacity (including pursuant to the Consulting Agreement)capacity.