Form of Restricted Units Agreement (four-year)

Exhibit 10.40

Employee, Consultant & Director

4-Year Form

RESTRICTED UNITS AGREEMENT

Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive Plan 1. Grant of Restricted Units. Cheniere Energy Partners GP, LLC, a Delaware limited liability company (" Company" ), hereby awards to (" Participant" ) all rights, title and interest in the record and beneficial ownership of [ xx,xxx ] units (the " Restricted Units" ) of common units of Cheniere Energy Partners, L.P. (the " Partnership" ) (" Units" ), subject to and in accordance with the terms and conditions of this document. This Restricted Units Agreement (" Restricted Units Agreement" ) is dated as of [ xx/xx/xx ] . The Restricted Units are awarded pursuant to and to implement in part the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (as amended and in effect from time to time, the " Plan" ) and are subject to the restrictions, forfeiture provisions and other terms and conditions of the Plan, which is hereby incorporated herein and is made a part hereof, and this Restricted Units Agreement. By execution of this Restricted Units Agreement, Participant agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan as implemented by the Restricted Units Agreement, together with all rules and determinations from time to time issued by the Committee pursuant to the Plan. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided. All references to specified paragraphs pertain to paragraphs of this Restricted Units Agreement unless otherwise provided.

2. Custody of Restricted Units. The certificate(s) evidencing the Restricted Units shall be issued and registered on Company' s books and records in the name of Participant as soon as practicable following the date of this Restricted Units Agreement. Company shall retain physical possession and custody of each certificate representing the Restricted Units until such time as the Restricted Units become vested, and the restrictions imposed thereon lapse, in accordance with Paragraph 4 below. Participant will deliver to Company a power in substantially the form of Exhibit A attached hereto, endorsed in blank, with respect to each award of the Restricted Units. Each certificate shall bear a restrictive legend in substantially the following form: The units represented by this certificate have been issued pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive Plan (as amended and restated) and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of the Restricted Units Agreement dated , 200 .

Upon the written request of Participant following the vesting of any portion of the Restricted Units and the removal of any restrictions thereon in accordance with Paragraph 4 below, Company will promptly issue a certificate for Units, without such restrictive legend, with respect to the vested portion of the previously Restricted Units registered on Company' s books and records in the name of Participant. Following the expiration of the Restricted Period, Company will promptly issue a certificate for Units, without such restrictive legend, for any previously Restricted Units that have vested and with respect to which the restrictions imposed thereon have lapsed to the extent a certificate has not previously been reissued without a restrictive legend as provided in the preceding sentence.

3. Risk of Forfeiture. Participant shall immediately forfeit all rights to any Restricted Units which have not vested and with respect to which the restrictions thereon have not lapsed in the event of the termination, resignation, or removal of Participant from employment or other service with Company and its Affiliates under circumstances that do not cause Participant to become fully vested, and the restrictions on such Restricted Units to lapse, under the terms of the Plan.

4. Restricted Period; Vesting; Change in Control. Subject to the provisions of this Restricted Units Agreement including, without limitation, the following provisions of this Paragraph 4, Participant shall vest in his or her rights to the Restricted Units and the restrictions imposed thereon shall lapse with respect to 25% of the Restricted Units on the first anniversary of the date hereof, and shall vest at 25% on the second anniversary of the date hereof with another 25% on the third anniversary of the date hereof and with the remainder of the Restricted Units vesting on the fourth anniversary of the date hereof.

The period from the date hereof until the Restricted Units have become one hundred percent (100%) vested and the restrictions thereon have lapsed shall be referred to as the " Restricted Period."

If Participant' s employment or other service with Company and its Affiliates shall be terminated for any reason, any Restricted Units outstanding at the time of such termination and all rights thereunder shall be forfeited and no further vesting shall occur, and Company shall have the right to repurchase or recover forfeited Restricted Units for the amount of any cash paid therefor; provided, however, that any Restricted Units not then vested shall vest upon the death or Disability of Participant.

In the event of a Change in Control, then any Restricted Units not then vested shall vest in the event of the termination, resignation or removal of a Participant from employment or other service with Company and its Affiliates for any reason within one (1) year ...