Common use of Termination of Employment or Services Clause in Contracts

Termination of Employment or Services. (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 due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, the Target PSUs shall be deemed to be the Earned PSUs and shall vest in full immediately subject, in the case of a termination due to Disability, to the Participant’s execution and delivery to the Company (and non-revocation of) a release of claims that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. If a 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 PSUs covered by this Award effective as of the date of termination of employment. (B) Except as otherwise provided in (A) the Plan, this Agreement or other agreement between the Company and the Participant, (B) any severance plan under which the Participant is eligible for benefits (“Severance Plan”) or (C) the Company’s Retirement Policy, the Participant will automatically forfeit 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 reason prior to the date on which the PSUs vest. In the event of any conflict among such arrangements, this Award will be treated in accordance with such arrangement that provides the Participant the most favorable treatment. In the event that the Participant is eligible for benefits under a Severance Plan that is terminated prior to the date on which the Participant’s employment terminates and no successor plan governs the treatment of this Award on a termination of employment, then this Award will be treated in accordance with the terms, conditions, and covenants set forth in the Severance Plan and exhibits thereto as it existed immediately prior to its termination.

Termination of Employment or Services. (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 due to the Disability of the Participant while performing Continuous Service or (2) due to the death of the Participant while performing Continuous Service, the Target PSUs shall be deemed to be the Earned PSUs and unvested RSUs shall vest in full immediately subject, in the case of a termination due to Disability, to the Participant’s execution and delivery to the Company (and non-revocation of) a release of claims that becomes fully effective and irrevocable within fifty-five (55) days following the date of termination. If a 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 PSUs unvested RSUs covered by this Award effective as of the date of termination of employment. (B) Except as otherwise provided in (A) the Plan, this Agreement or other agreement between the Company and the Participant, (B) any severance plan under which the Participant is eligible for benefits (“Severance Plan”) or (C) the Company’s Retirement PolicyPolicy if applicable to the Participant, the Participant will automatically forfeit the PSUs 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 prior to the date on which the PSUs vestreason. In the event of any conflict among such arrangements, this Award will be treated in accordance with such arrangement that provides the Participant the most favorable treatment. In the event that the Participant is eligible for benefits under a Severance Plan that is terminated prior to the date on which the Participant’s employment terminates and no successor plan governs the treatment of this Award the unvested RSUs on a termination of employment, then this Award the unvested RSUs will be treated in accordance with the terms, conditions, and covenants set forth in the Severance Plan and exhibits thereto as it existed immediately prior to its termination.

Termination of Employment or Services. Except as otherwise provided in this Paragraph 4, the Participant will automatically forfeit 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 reason 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, 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 this Award on a termination of employment described in this Paragraph 4(A), then 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, the Target PSUs shall be deemed to be the Earned PSUs and shall vest in full immediately subject, immediately. (C) Upon the Participant’s Qualifying Retirement (as defined in the case Company’s Retirement Policy), this Award will be treated in accordance with the Company’s Retirement Policy. (D) Notwithstanding anything herein to the contrary, this Award will not vest as a result of a termination by the Company or an Affiliate without Cause or due to Disability, to the Disability of the Participant’s execution , in each case, unless the Participant executes and delivery delivers to the Company (and non-revocation ofdoes not revoke) a release of claims 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, 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 PSUs covered by this Award effective as of the date of termination of employment. (BE) Except as otherwise provided in (A) the Plan, For purposes of this Agreement or other agreement between the Company and the Participant, (B) any severance plan under which the Participant is eligible for benefits (“Severance Plan”) or (C) the Company’s Retirement PolicyAgreement, the Participant will automatically forfeit the PSUs covered by this Award on the termination, resignation, or removal term “Cause” means a separation from service (as defined in Section 409A of the Participant from employment with or services to the Company and its Affiliates for any reason prior to the date on which the PSUs vest. In the event Code) as a result of any conflict among such arrangements, this Award will be treated in accordance with such arrangement that provides of the Participant the most favorable treatment. In the event that the Participant is eligible for benefits under a Severance Plan that is terminated prior to the date on which the Participant’s employment terminates and no successor plan governs the treatment of this Award on a termination of employment, then this Award will be treated in accordance with the terms, conditions, and covenants set forth in the Severance Plan and exhibits thereto as it existed immediately prior to its termination.following: