Form of Phantom Units Agreement (three-year)




 Exhibit 10.45 
 Employee, Consultant & Director 
 3-Year Form 
  

 PHANTOM UNITS AGREEMENT

 Pursuant to the terms of the Cheniere Energy Partners, L.P. Long-Term Incentive Plan 
 1. Grant of Phantom Units. Subject to and in accordance with the terms and conditions of this document, Cheniere Energy Partners GP, LLC, a
Delaware limited liability company (“Company”), hereby awards to                     
                     (“Participant”) [xx,xxx] phantom units, which are notional units of common units (“Units”)
of Cheniere Energy Partners, L.P. (the “Partnership”) (the “Phantom Units”). [Each Phantom Unit granted hereunder [includes] [does not include] a Distribution Equivalent Right described in Paragraph 5.] This
Phantom Units Agreement (“Phantom Units Agreement”) is dated as of [xx/xx/xx]. The Phantom 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 Phantom Units
Agreement. By execution of this Phantom Units Agreement, Participant agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan as implemented by the Phantom 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 Phantom Units
Agreement unless otherwise provided. 
 2. Risk of Forfeiture. Participant shall immediately forfeit all rights to any Phantom 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 with Company and its Affiliates under circumstances that do not cause
Participant to become fully vested, and the restrictions on such Phantom Units to lapse, under the terms of the Plan and this Phantom Units Agreement. 
 3. Restricted Period; Vesting. Subject to the provisions of this Phantom Units Agreement including, without limitation, the following provisions of this Paragraph 3, Participant shall vest in his or her rights
to the Phantom Units and the restrictions imposed thereon shall lapse with respect to 33% of the Phantom Units on the first anniversary of the date hereof, and shall vest at 33% on the second anniversary of the date hereof with the remainder of the
Phantom Units vesting on the third anniversary of the date hereof.  
 The period from the date hereof until the Phantom Units have
become one hundred percent (100%) vested and the restrictions thereon have lapsed shall be referred to as the “Restricted Period.” 
 To the extent a Phantom Unit shall become fully vested and the restrictions imposed thereon shall
have lapsed pursuant to this Paragraph 3, Participant shall receive, in the discretion of the Committee, a Unit or an amount of cash equal to the Fair Market Value of a Unit. Such distribution shall occur as soon as practicable, but in no event
later than the fifteenth (15th) day of the third (3rd) month following the date on which vesting occurs and the restrictions lapse. Should Participant die before receiving all amounts payable under this
Paragraph 3, the balance due shall be paid to his estate. Participant’s right to any amounts described in this Paragraph 3 shall not rise above those of a general creditor of Company. 
 4. Transferability. Phantom Units shall not be transferable (by operation of law or otherwise) by Participant or any other person claiming through
or under Participant, other than by 









 
Participant’s will or the laws of descent or distribution. Any attempt to sell, assign, transfer, pledge, exchange, hypothecate, or otherwise dispose of
any Phantom Units shall be void and unenforceable. 
 5. Ownership Rights and Distribution Equivalent Rights. A Phantom Unit is a
notional Unit of Company and, as a result, does not provide or give rise to any right to a Unit or to receive the Fair Market Value of a Unit except as specifically provided in the Plan and this Phantom Units Agreement. [During the Restricted
Period, any distribution in the form of cash paid or delivered by Company on a Unit shall [shall not] entitle Participant to an equal amount of cash with respect to each Phantom Unit.] [Such amounts shall be credited to a
bookkeeping account for the benefit of Participant. In the event of the forfeiture of any Phantom Units, Participant shall have no further rights with respect to such Phantom Units and shall forfeit any such distributions which are related to the
forfeited Phantom Units and which are credited to the bookkeeping account for the benefit of Participant. To the extent Phantom Units shall become fully vested and the restrictions imposed thereon shall have lapsed pursuant to Paragraph 3 above, all
such distributions, if any, credited to the bookkeeping account (with respect to the vested Phantom Units) for the benefit of Participant shall be distributed to Participant without interest. Such distribution shall occur as soon as practicable, but
in no event later than the fifteenth (15th) day of the third (3rd) month following the date on which vesting occurs and the restrictions lapse. Should Participant die before receiving all amounts due under this Paragraph 5, the balance due
shall be paid to his estate. Participant’s right to any amounts credited to such account shall not rise above those of a general creditor of Company.] 
 6. Termination of Employment; Change in Control. If Participant’s employment or other service with Company and its Affiliates shall be terminated for any reason, any unvested Phantom Units outstanding at
the time of such termination and all rights thereunder shall be forfeited without payment under Paragraph 3 or 5 and no further vesting shall occur; provided however, that any Phantom Units not then vested shall vest upon the death or Disability of
Participant. 
 In the event of a Change in Control, then any Phantom 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 from the effective date of such Change in Control. 
 7. Adjustment of Units. In the event of any distribution (whether in the form of cash, Common Units, other securities, or other property),
recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of Partnership, issuance of warrants or other rights to purchase Units or other
securities of Partnership, or other similar transaction or event affects the Units, then the Committee shall, in such manner as it may deem equitable, make adjustments to the terms and provisions of this Phantom Units Agreement pursuant to
Section 4(c) of the Plan in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 
 8. Certain Restrictions. By executing this Phantom Units Agreement, Participant agrees that Participant will enter into such written representations, warranties and agreements as Company may reasonably request
in order to comply with the Securities Act of 1933 or any other securities law or with this Phantom Units Agreement. Participant agrees that Company shall not be obligated to take any affirmative action in order to cause the Phantom Units subject to
this Phantom Units Agreement to comply with any law, rule or regulation. 
  

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 9. Amendment and Termination. This Phantom Units Agreement may not be terminated by the Committee
at any time without the written consent of Participant. This Phantom Units Agreement may be amended in writing by Company and Participant, provided Company may amend this Phantom Units Agreement unilaterally (i) if the amendment does not
adversely affect Participant’s rights hereunder in any material respect, (ii) if Company determines that an amendment is necessary to comply with Rule 16b-3 under the Exchange Act or other applicable law, or (iii) if Company
determines that an amendment is necessary to meet the requirements of the Code or to prevent adverse tax consequences to Participant. No amendment or termination of the Plan will adversely affect the rights and privileges of Participant under this
Phantom Units Agreement or to the Phantom Units granted hereunder without the written consent of Participant. 
 10. No Guarantee of
Service. Neither this Phantom Units Agreement nor the award of Phantom Units hereunder shall confer upon Participant any right with respect to continuance of employment or other service with Company or any Affiliate, nor shall it interfere in
any way with any right Company or any Affiliate would otherwise have to terminate such Participant’s employment or other service at any time. 
 11. Community Interest of Spouse. The community interest, if any, of any spouse of Participant in any Phantom Units shall be subject to all of the terms, conditions and restrictions of this Phantom Units Agreement and the Plan.

 12. Severability. In the event that any provision of this Phantom Units Agreement shall be held illegal, invalid, or unenforceable
for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Phantom Units Agreement, and this Phantom Units Agreement shall be construed and enforced as of the illegal, invalid, or unenforceable
provision had never been included herein. 
 13. Governing Law. This Phantom Units Agreement shall be construed in accordance with the
laws of the State of Delaware to the extent federal law does not supersede and preempt Delaware law. 
  

	
	COMPANY:
	
	CHENIERE ENERGY PARTNERS GP, LLC
	
	 By:                                      
                                        
                  

	 Printed Name:                                   
                                       
 

	 Title:                                     
                                        
               

	
	PARTICIPANT:
	
	 By:                                      
                                        
                  

	      (Signature)


  

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