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Form of Release And Separation Agreement

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Exhibit 10.7


This Release and Separation Agreement (" Agreement" ) is being entered into by (" Employee" ) and Cheniere Energy, Inc. (the " Company" ) in order to further the mutually desired terms and conditions set forth herein. The term " Company" shall include Cheniere Energy, Inc., its present and former parents, trusts, plans, direct or indirect subsidiaries, affiliates and related companies or entities, regardless of its or their form of business organization.

1. For and in consideration for Employee' s execution of this Agreement, the Company agrees to the following: a. Pay Employee and 00/100 Dollars ($ ) in a single lump sum payment, less all standard tax withholding deductions; and b. Within fifteen (15) days of the expiration of the seven (7) day revocation period, accelerate vesting on Restricted Shares which would not have otherwise vested upon Employee' s termination pursuant to the terms of Employee' s Restricted Stock Grant Agreement(s). Upon the accelerated vesting of Employee' s Restricted Shares, any issuance of common stock shall not be made until appropriate arrangements have been made by Employee for the payment of any tax amounts (federal, state, local or other) that may be required to be withheld or paid by the Company.

c. [Within fifteen (15) days of the expiration of the seven (7) day revocation period, accelerate vesting on Non-Qualified Stock Options (" NQSOs" ) which would not have otherwise vested upon Employee' s termination pursuant to the terms of Employee' s Non-Qualified Stock Option Grant Agreement(s). These NQSOs are fully vested and Employee shall be able to exercise all or a portion of these NQSOs at Employee' s discretion, subject to any applicable insider trading restrictions. Employee understands that Employee has a period of six (6) months from the Date of Termination to exercise these vested NQSOs unless they terminate earlier by their own terms. Any portion of these NQSOs not exercised by the earlier of the expiration of their term or six (6) months from the Date of Termination shall be forfeited. Such NQSOs shall continue to be governed by the terms and conditions of the applicable plans from which they were granted and the applicable grant letter (collectively, such amounts shall constitute the " Separation Payment" ).]

Except as provided in Paragraph 2 below, these payments represent the exclusive amount to be paid to Employee by the Company, in connection with or arising out of his or her employment with the Company and/or his or her termination of employment with the Company, and no further amounts shall be required for any items, including, but not limited to, attorneys' fees. All amounts payable under this Agreement will be paid at the time provided for herein, but in no event later than March 15 th of the calendar year following the

Cheniere Release and Separation Agreement, p. 1 [NAME OF EMPLOYEE]

calendar year in which Employee terminates employment with the Company as contemplated by this Agreement. It is intended that payment under this Agreement will not constitute deferred compensation as described in Section 409A of the Internal Revenue Code of 1986, as amended by reason of the provisions of Treasury Regulation Section 1.409A-1(b)(4). 2. Employee, on behalf of himself or herself, his or her heirs, beneficiaries and personal representatives, hereby releases, acquits and forever discharges the Company, its owners, officers, predecessors, employees, former employees, shareholders, directors, partners, attorneys, agents and assignees, and all other persons, firms, partnerships, or corporations in control of, under the direction of, or in any way presently or formerly associated with the Company of and from all claims, charges, complaints, liabilities, obligations, promises, agreements, contracts, damages, actions, causes of action, suits, accrued benefits or other liabilities of any kind or character, whether known or hereafter discovered, arising from or in any way connected with or related to Employee' s employment with the Company and/or Employee' s termination of employment with the Company, including, but not limited to, allegations of wrongful termination, discrimination, retaliation, breach of contract, anticipatory breach, fraud, conspiracy, promissory estoppel, retaliatory discharge, constructive discharge, discharge in violation of any law, statute, regulation or ordinance providing whistleblower protection, discharge in violation of public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, harassment, sexual harassment, invasion of privacy, any action in tort or contract, any violation of any federal, state, or local law, including, but not limited to, any violation of Title VII o
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