Common use of Termination of Employment or Services Clause in Contracts

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reason. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate by the Company or an Affiliate without Cause, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, (a) If the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, employment or removal services of the Participant from employment an Option holder with or services to the Company and its Affiliates for any reason. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company, a Related Company or an Affiliate by the Company a Foreign Subsidiary is or an Affiliate without Cause, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is are terminated prior to the date on which complete exercise of an Option: (i) by reason of death, disability (in the Participant’s employment terminates case of Incentive Stock Options or Nonqualified Stock Options, as defined in accordance Section 422(c)(6) of the Code, and in all other cases as determined by the Board in its absolute discretion) or retirement after age 60 with the preceding sentence and no successor plan governs the treatment approval of the unvested RSUs on Board, the Option shall remain exercisable by the grantee or his or her estate (to the extent that it has acquired the rights of the deceased grantee by will or by operation of law), as the case may be, for a period of one year following such termination (but only to the extent exercisable at the time of such termination and not beyond the scheduled expiration date); and (ii) for any other reason, all Options held by such holder shall immediately expire upon the earlier of such termination or notice of termination irrespective of the effective date of such termination (unless the Agreement provides otherwise). Notwithstanding (ii) above, in the event of termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate (1) services by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, a Related Company or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service Foreign Subsidiary within twelve months after a Significant Event (as defined in Section 409A 17), the Option shall remain exercisable (but only to the extent exercisable at the time of such termination and not beyond the scheduled expiration date) for a period of one month following the earlier of such termination or notice of termination (unless the Agreement provides otherwise). (b) If the employment or services of a grantee of Restricted Shares with or to the Company, a Related Company or a Foreign Subsidiary is or are terminated prior to the full vesting of, and lapsing of forfeiture provisions on, such Restricted Shares for any reason, the Restricted Shares held by such grantee that have not theretofore vested and on which the forfeiture provisions have not theretofore lapsed shall immediately be forfeited and returned to the Company upon the earlier of such termination or notice of termination irrespective of the Codeeffective date of such termination (unless the Agreement provides otherwise). (c) The Board may determine whether any given leave of absence or other circumstance constitutes a termination of employment or services. Awards granted under the Restated 2000 Plan shall not be affected by any change of employment or other designation so long as the grantee continues to be an employee of, or to provide services to, the Company, a result Related Company or a Foreign Subsidiary. (d) Notwithstanding the foregoing, the Board may, in its absolute discretion, extend the period of any exercise of the following:Option by a grantee or grantees for such time as it shall determine either with or without conditions; provided however, that the period of exercise shall not be extended beyond the term of the Option pursuant to Section 9, and provided further, that the extension of the exercise period for an Incentive Stock Option or any other Option held by a grantee who is subject to U.S. taxation will not be made without the consent of the grantee. (e) In such case as Section 102 shall apply to any Award, where the grantee ceases to be an employee or director of the Company or of a Related Company prior to the expiration of such period as may be Table of Contents prescribed by applicable law and regulations, the exemption provided by Section 102 may not apply with respect to that grantee pursuant to applicable law. In such case, the grantee shall be obliged to make arrangements with the tax authorities at his or her expense for all matters to do with the taxation of the Options, the Restricted Shares and/or the Ordinary Shares.

Termination of Employment or Services. Except as otherwise provided below in this Paragraph Section 4, the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reason. Notwithstanding the foregoing: (A) Upon the termination of if the Participant’s employment with with, membership on the board of directors of, or engagement to provide services to, the Company or an Affiliate by its Affiliates terminates for any reason, the Company or an Affiliate without Cause, unvested RSUs will shall be treated in accordance with canceled immediately and the Cheniere Energy, Inc. Key Executive Severance Pay Plan Participant shall immediately forfeit without any consideration any rights to such shares. (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which a) If the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a termination of employment described in this Paragraph 4(A)with, then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior or engagement to its termination. (B) Upon the termination of the Participant’s employment with provide services to, the Company or an Affiliate its Affiliates is terminated (1i) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service Affiliates without Cause upon or within 12 months following a Change in Control or (2ii) due to the death Participant’s death, then any unvested portion of the Participant while performing Continuous Service, unvested outstanding RSUs shall immediately vest (which shall be considered the final Vesting Date). The RSUs shall be settled in full immediately. accordance with Section 2 (C) Upon except that in the case of the Participant’s Qualifying Retirement (as defined in death, the Company’s Retirement Policy), unvested RSUs will shall be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable settled within fifty-five (55) 90 days following the date of termination. Additionally, unvested RSUs will not vest following death). (b) If the Participant’s Qualifying Retirement unless employment with, or engagement to provide services to, the Company or Affiliates is terminated by the Company or Affiliates on account of the Participant’s Disability as defined according to applicable law, then the portion of the unvested outstanding RSUs that was scheduled to vest on the immediately succeeding scheduled Vesting Date shall immediately vest (which shall be considered the final Vesting Date), and the remaining portion of the unvested portion of the RSUs shall be canceled immediately and the Participant executes and delivers shall immediately forfeit without any consideration any rights to the Company (and does not revoke) a release of claims RSUs subject to such unvested portion. The vested RSUs shall be settled in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employmentSection 2. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reason. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate (1) by the Company or an Affiliate without Cause; or (2) by the Participant for Good Reason, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause Cause, by the Participant for Good Reason or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs the PSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reasonreason prior to the date on which the PSUs vest. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting (1) by the Company or an Affiliate without CauseCause or (2) by the Participant for Good Reason, unvested RSUs this Award will be treated in accordance with the terms, conditions, and covenants set forth in the Cheniere Energy, Inc. Key Executive Severance Pay Plan and exhibits thereto (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs this Award on a termination of employment described in this Paragraph 4(A), then the unvested RSUs this Award will be treated in accordance with PSU US 2019 Form G18-20 KESPP the terms, conditions, and covenants set forth in the Severance Plan and exhibits thereto as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs the Target PSUs shall be deemed to be the Earned PSUs and shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs this Award will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs this Award will not vest as a result of a termination by the Company or an Affiliate without Cause Cause, by the Participant for Good Reason or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs this Award will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs PSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs the PSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reasonreason prior to the date on which the PSUs vest. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting by the Company or an Affiliate without Cause, unvested RSUs this Award will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs this Award on a termination of employment described in this Paragraph 4(A), then the unvested RSUs this Award will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs the Target PSUs shall be deemed to be the Earned PSUs and shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs this Award will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs this Award will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs this Award will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs PSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4In the event that any Employee Stockholder who, on, or at any time after, the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, or removal date of the Participant from employment with or services Grant Agreement to which this Appendix A is attached, is employed by the Company and or any of its Affiliates shall cease to be employed by or cease to provide services to, the Company or any of its Affiliates for any reason. Notwithstanding the foregoing: reason (Aincluding death, permanent disability, voluntary termination of employment, termination for cause, termination without cause, or retirement or otherwise), such Employee Stockholder (or his personal representative) Upon shall promptly notify Parent of the termination and, within ninety (90) days after Parent's receipt of such notice, Parent or its designee or designees may, at their option, elect to purchase the Participant’s Company Securities owned by such Employee Stockholder (or his personal representative) and his Permitted Transferees, which would include for this purpose any Company Securities transferred to any spouse or other person by such Employee Stockholder, whether or not such transferee is an Employee Stockholder (collectively, "Sellers"), exercisable by written notice (a "Purchase Notice") delivered to Sellers and, upon the giving of such notice, Sellers shall be obligated to sell those Company Securities which are designated in the Purchase Notice; provided, however, that in the event notice of such termination is not given, a Purchase Notice may in any event be given by Parent at any time following the termination. As provided in the Option Plan, unless otherwise provided in the Grant Agreement to which this Appendix A is attached, all unvested Options will terminate upon such termination of employment with (or termination of service relationship). Employee Stockholders who cease to be employees of, or service providers to, the Company or an Affiliate by any of its Affiliates will have the Company or an Affiliate without Cause, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior right to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a exercise their vested Options after termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the or termination of the Participant’s employment with the Company or an Affiliate (1service relationship) by the Company or an Affiliate due to the Disability of extent provided in the Participant while performing Continuous Service or (2) due Option Plan and Grant Agreement, subject to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediately. conditions and limitations (Cincluding time periods) Upon the Participant’s Qualifying Retirement (as defined set forth in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) applicable Option Plan and Grant Agreement to which this Appendix A is attached. Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result with respect to (x) any Option that shall have survived such termination of employment (or termination of service relationship) pursuant to the terms of any applicable Option Plan or Grant Agreement, and (y) shares of Class A Common Stock that might have been acquired by reason of the exercise of an Option within six months prior to the termination date, Parent's purchase right under this Section 4.1 shall be applicable only to shares of Class A Common Stock obtained upon the exercise of such Option, and in each case held by the Employee Stockholder for at least six months after such exercise or delivery, such right to be exercisable by delivery of a termination by Purchase Notice as aforesaid during the Company or an Affiliate without Cause or due ninety day period after the day on which such Employee Stockholder has held such shares for six months. Notwithstanding anything herein to the Disability contrary, Employee Stockholders, on their behalf and on behalf of their personal representatives and Permitted Transferees, agree not to transfer any Class A Common Stock received upon such exercise of until the expiration of the Participant, in each case, unless period during which Parent has the Participant executes and delivers right to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if purchase such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employmentstock. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, (i) Executive’s employment or the Participant will automatically forfeit Advisory Services may be terminated by either party at any unvested RSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company time and its Affiliates for any reason; provided, however, that Executive shall be required to give the Company at least 90 days advance written notice of any voluntary resignation of Executive’s employment or termination of Advisory Services hereunder (and in such event the Company in its sole discretion may elect to accelerate Executive’s date of termination of employment or the Advisory Services, it being understood that such termination shall still be treated as a voluntary resignation for purposes of this Agreement). Notwithstanding the foregoing: (A) Upon the termination of the Participant, Executive’s employment with or the Company or an Affiliate by the Company or an Affiliate without Cause, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the ParticipantAdvisory Services shall automatically terminate upon Executive’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its terminationdeath. (Bb) Upon the Following any termination of the ParticipantExecutive’s employment with or Advisory Services, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or an Affiliate (1) by provide Executive with compensation and benefits under Section 3 shall cease, and the Company shall have no further obligations to provide compensation or an Affiliate due benefits to the Disability Executive hereunder except (i) for payment of the Participant while performing Continuous (x) any accrued but unpaid Base Salary or Advisory Service or (2) due to the death of the Participant while performing Continuous ServiceFees, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy)applicable, unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following through the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes (y) any accrued but unused vacation days, and delivers to the Company (and does not revokez) a release of claims any unreimbursed expenses under Section 3(e), in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, each case accrued or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of incurred through the date of termination of employmentemployment or services, payable as soon as practicable and in all events within 30 days following termination of employment or services, (ii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies, and (iii) as otherwise expressly required by applicable law (collectively, the “Accrued Obligations”). For the avoidance of doubt, in the case of Executive’s death, any payments to be made to Executive in accordance with this Section 4 shall be paid to Executive’s beneficiaries, devisees, heirs, legates or estate, as applicable. (Ei) Except as otherwise provided herein, if Executive’s employment is terminated by the Company without Cause (other than due to death or Disability (as defined below), then Executive, in addition to the Accrued Obligations, shall be entitled to receive an amount equal to Executive’s Base Salary that Executive would have been entitled to receive had Executive continued to be employed through the Employment Expiration Date (the “Severance Payment”). The Severance Payment shall be paid during the remaining portion of the Employment Term as if Executive had continued to be employed through such date in substantially equal installments consistent with the Company’s payroll practices. If Executive’s employment is terminated by the Company without Cause during the Employment Term, then Executive shall be entitled to one-half of the Advisory Service Severance Payment (defined below). (ii) Except as otherwise provided herein, if the Company elects to terminate the Advisory Services without Cause (other than due to death or Disability, then Executive, in addition to the Accrued Obligations, shall be entitled to receive an amount equal to the Advisory Service Fee that Executive would have been entitled to receive had Executive continued to be engaged by the Company through the expiration of the Advisory Services Period (the “Advisory Service Severance Payment”). The Advisory Service Severance Payment shall be paid during the remaining portion of the Advisory Services Period as if Executive had continued to be engaged through such date in substantially equal installments consistent with the Company’s payroll practices. (iii) If Executive’s employment is terminated due to death, then Executive, in addition to the Accrued Obligations, shall be entitled to receive the Executive’s Base Salary through the end of the month in which Executive’s death occurred. If Executive’s employment is terminated by the Company due to Disability, then Executive, in addition to the Accrued Obligations, shall be entitled to receive Executive’s Base Salary, through the earlier of (A) the Employment Expiration Date, (B) 180 days after the date of Disability or (C) the date of Executive’s death, which in each case shall be subject to offset on a dollar-for-dollar basis for any amounts paid to Executive under any Company benefit plan which provides income-disability benefits. (iv) If Executive’s Advisory Services are terminated due to death, then Executive, in addition to the Accrued Obligations, shall be entitled to receive the Advisory Service Fee through the end of the month in which Executive’s death occurred. If Executive’s Advisory Services are terminated by the Company due to Disability, then Executive, in addition to the Accrued Obligations, shall be entitled to receive the Advisory Service Fee, through the earlier of (A) the termination of the Advisory Services Period, (B) 180 days after the date of Disability or (iii) the date of Executive’s death, which in each case shall be subject to offset on a dollar-for-dollar basis for any amounts paid to Executive under any Company benefit plan which provides income-disability benefits. (v) Any payments or benefits under Section 4(c)(i), 4(c)(ii), 4(c)(iii) or 4(c)(iv) shall be (A) conditioned upon Executive and the Company having executed a mutual, irrevocable waiver and general release of claims substantially in a form attached hereto as Exhibit D (the “Release”) that has become effective in accordance with its terms, (B) subject to Executive’s continued compliance with the terms of this Agreement and (C) subject to Section 25. (vi) For purposes of this Agreement, the term “Cause” means means: (A) Executive’s willful refusal to perform his duties for the Company, which refusal or failure remains uncured for 15 days after he receives written notice from the CEO or the Board demanding cure; (B) in carrying out his duties under the Agreement, Executive engages in willful misconduct, or neglect, that in either case causes material economic harm to the Company’s or Hemisphere’s business or reputation; (C) Executive’s material failure to comply with Company policies, as now in existence or as may hereafter be modified or promulgated in writing and provided to Executive; (D) Executive’s engagement in conduct which (x) constitutes a separation from service criminal offense, or (as defined in Section 409A y) is or may be unlawful, to the possible detriment of the Code) as a result of Company, any of its Affiliates or Executive’s own reputation; or (E) Executive’s indulgence in a pattern of improper or disorderly conduct, Executive’s failure to perform his work in an efficient manner, or Executive’s performance or work belatedly, negligently or in violation of the following:Company’s standards

Termination of Employment or Services. Except Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 6.3 of the Plan, if the Participant ceases to be employed by or ceases to provide services as otherwise provided a member of the Board to the Corporation or a Subsidiary (regardless of the reason), the following rules shall apply (as used in this Paragraph 4agreement, the Participant’s “Severance Date” shall mean the later of the last day that the Participant (i) is employed by the Corporation or a Subsidiary, or (ii) provides services as a member of the Board to the Corporation or a Subsidiary): (a) the Participant will automatically forfeit any unvested RSUs covered by this Award have until the date that is three years after the later of (i) the Certification Date, or (ii) Severance Date to exercise the Option (or portion thereof) to the extent it was vested on the terminationCertification Date (after giving effect to any acceleration thereof pursuant to Section 4.3), resignation(b) the Option, or removal of the Participant from employment with or services to the Company extent not vested on the Certification Date (after giving effect to any acceleration thereof pursuant to Section 4.3), shall terminate on the Certification Date, and its Affiliates (c) the Option, to the extent exercisable for any reasonthe period specified in clause (a) above and not exercised during such period (after giving effect to the period provided for below), shall terminate at the close of business on the last day of such period. Notwithstanding the foregoing: (A) Upon , if the termination last day of the Participant’s employment with the Company or an Affiliate by the Company or an Affiliate without Cause, unvested RSUs will be treated period specified in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan clause (the “Severance Plan”). In the event that the Severance Plan a) above is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on during a termination of employment described in this Paragraph 4(ABlackout Period (defined below), then the unvested RSUs will Option shall remain exercisable until 14 days after the first date that there is no longer in effect a Blackout Period applicable to the extent exercisable for the period specified in clause (a) above. The Corporation has established an Xxxxxxx Xxxxxxx Policy (as such policy may be treated amended from time to time, the “Policy”) relative to trading while in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination possession of material, undisclosed information. The Policy prohibits officers, directors, employees, and consultants of the Participant’s employment with Corporation and its subsidiaries from trading in securities of the Company or an Affiliate (1) by Corporation during certain “Blackout Periods” as described in the Company or an Affiliate due Policy. The foregoing provisions of this Section 4.2 apply notwithstanding anything to the Disability contrary in Section 6.2.1, 6.2.2, or 6.2.3 of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediatelyPlan. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reason. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate by the Company or an Affiliate without Cause, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following:

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs covered by this Award on the termination, resignation, or removal termination of the Participant from employment with or services to the Company and its Affiliates for based on any reasonlegal ground set forth in articles 159, 160, 161 and 163 bis of the Chilean Codigo del Trabajo (the “Labor Code”). Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate by the Company or an Affiliate without Cause, due to business necessities or at will of the employer in accordance with article 161 of the Labor Code (a “Qualifying Termination”) unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs on a termination of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its terminationAppendix 1. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate ((1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous ServiceService in accordance with article 159 No.3 of the Labor Code or (2) resignation based on the Disability of the Participant, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability business necessities or at will of the Participantemployer, or resignation by the Participant due to Disability, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective statutory settlement agreement and irrevocable within fifty-five (55release of claims at such time(s) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to in such form as may be required by the Company (and does the “Release”), which may not revoke) a release of claims in accordance with exceed 10 days as from the Retirement Policydate on which the employer makes available the relevant Release to the employee. If a release described in this Paragraph 4(D) the Release is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective as of the date of termination of employment. (ED) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A article 160 of the Code) Labor Code as a result of any of the following:

Termination of Employment or Services. Except (a) This Stock Option, as otherwise provided in this Paragraph 4to any unexercised portion hereof, shall terminate whenever the Participant will automatically forfeit Optionee is for any unvested RSUs covered by this Award on the termination, resignationreason no longer serving as a director or officer of, or removal of the Participant from employment with or services to the Company and its Affiliates for any reason. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with employed by, the Company or an Affiliate a Subsidiary (other than by the Company or an Affiliate without Cause, unvested RSUs will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment reason of the unvested RSUs on a termination Optionee's death); provided, however, that any portion of employment described in this Paragraph 4(A), then the unvested RSUs will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a termination by the Company or an Affiliate without Cause or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) Stock Option that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs covered by this Award effective was exercisable as of the date of such termination may be exercised as to any shares not theretofore purchased for a period of 90 days following such termination date, except that if such termination of employmentemployment or services occurs by reason of the Optionee's death or the Optionee's becoming permanently and totally disabled (within the meaning of Section 22(e)(3) of the Code) or upon the Optionee's retirement after reaching Normal Retirement Age (as defined below), this Stock Option may be exercised (in the case of the Optionee's death, by his executors or administrators) as to any portion of this Stock Option that was exercisable as of the date of such termination and not theretofore purchased for a period of 12 months following such termination date. (Eb) Notwithstanding any provision to the contrary contained herein, if the Optionee's service to, or employment with, the Company or a Subsidiary is terminated by the Company or such Subsidiary for "cause" in accordance with the provisions of any applicable employment or other written agreement or, in the absence of any such agreement, if such termination occurs for "cause" in accordance with the applicable provisions of the by-laws of the Company or such Subsidiary, as the case may be, or if the Company's Board of Directors has otherwise determined that the Optionee has materially violated any obligation or covenant to the LSB Corporation Non-Qualified Stock Option Agreement Company or a Subsidiary that the Optionee was required to fulfill or satisfy, then this Stock Option shall terminate and the Optionee shall forfeit all of such portion of this Stock Option, if any, that remains unexercised as of the date of such termination or such determination as the case may be. (c) No Stock Option will confer upon the Optionee any right to continued employment by or performance of services for the Company or a Subsidiary, nor will it interfere in any way with the Optionee's right or the Company's right to terminate or to otherwise modify the terms of the Optionee's employment or services at any time. (d) For purposes of this AgreementStock Option, "Normal Retirement Age" shall mean (i) the term “Cause” means a separation age that constitutes "normal retirement age" under the SBERA Pension Plan of River Bank in effect at the time of termination from service employment, or (as ii) if no such plan is in effect at the time of employment termination, then the normal retirement age specified under such other defined in Section 409A benefit plan of the CodeCompany or a Subsidiary as may be in effect at the time of employment termination (or, in the event that more than one such plan is then in effect and such plans do not define normal retirement age identically, then the earliest such age), or (iii) as a result of any if no SBERA Pension Plan or other defined benefit plan of the following:Company or a Subsidiary is in effect at the time of employment termination, then the normal retirement age specified under any individual account plan of the Company or a Subsidiary designed and intended to meet the qualification requirements of Code Section 401(a) and in effect at the time of employment termination (or, in the event that more than one such plan is then in effect and such plans do not define normal retirement age identically, then the earliest such age), or (iv) if no defined benefit plan or individual account plan of the Company or a Subsidiary is in effect at the time of employment termination, then the age of 65. LSB Corporation Non-Qualified Stock Option Agreement

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit any unvested RSUs the PSUs covered by this Award on the termination, resignation, or removal of the Participant from employment with or services to the Company and its Affiliates for any reasonreason prior to the date on which the PSUs vest. Notwithstanding the foregoing: (A) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting (1) by the Company or an Affiliate without CauseCause or (2) by the Participant for Good Reason, unvested RSUs this Award will be treated in accordance with the Cheniere Energy, Inc. Key Executive Severance Pay Plan (the “Severance Plan”). In the event that the Severance Plan is terminated prior to the date on which the Participant’s employment terminates in accordance with the preceding sentence and no successor plan governs the treatment of the unvested RSUs this Award on a termination of employment described in this Paragraph 4(A), then the unvested RSUs this Award will be treated in accordance with the Severance Plan as it existed immediately prior to its termination. (B) Upon the termination of the Participant’s employment with the Company or an Affiliate prior to vesting (1) by the Company or an Affiliate due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, unvested RSUs the Target PSUs shall be deemed to be the Earned PSUs and shall vest in full immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the Company’s Retirement Policy), unvested RSUs this Award will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, unvested RSUs this Award will not vest as a result of a termination by the Company or an Affiliate without Cause Cause, by the Participant for Good Reason or due to the Disability of the Participant, in each case, unless the Participant executes and delivers to the Company (and does not revoke) a Release Agreement (as defined in the Severance Plan) that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. Additionally, unvested RSUs this Award will not vest following the Participant’s Qualifying Retirement unless the Participant executes and delivers to the Company (and does not revoke) a release of claims in accordance with the Retirement Policy. If a release described in this Paragraph 4(D) is not timely executed and delivered by the Participant to the Company, or if such release is timely executed and delivered but is subsequently revoked by the Participant, then the Participant will automatically forfeit the unvested RSUs PSUs covered by this Award effective as of the date of termination of employment. (E) For purposes of this Agreement, the term “Cause” means a separation from service (as defined in Section 409A of the Code) as a result of any of the following: