exhibit_10-70.htm


    Exhibit 10.70

     

    Summary
of Compensation for Executive Officers

    


    The executive officers of Cheniere
Energy, Inc. ("Cheniere" or “Company”) are "at will" employees and none of them
has an employment or severance agreement except, as noted below, in limited
circumstances with respect to local foreign practice where employment agreements
are required under the laws of foreign countries where an executive officer
works.1  The written and unwritten
arrangements under which Cheniere's executive officers are compensated
include:

    


    
      	
              ·  

            	
              a
      base salary, reviewed annually by the Compensation Committee of the Board
      of Directors of Cheniere (the “Compensation
  Committee”);

            


    

    


    
      	
              ·  

            	
              an
      annual incentive award or bonus award determined annually by the
      Compensation Committee;

            


    

    


    
      	
              ·  

            	
              eligibility
      for awards under Cheniere’s Amended
      and  Restated  2003 Stock Incentive Plan, as amended
      (the “2003 Plan”), as determined by the Compensation
      Committee;

            


    

    


    
      	
              ·  

            	
              a
      broad-based benefits package offered to all employees, including vacation,
      paid sick leave, a tax-qualified 401(k) savings plan pursuant to which
      Cheniere matches 100% up to the lesser of 5% of salary deferrals or the
      maximum deferrals permitted by law, medical, dental and vision benefits as
      well as a Section 125 Cafeteria Plan and health reimbursement
      arrangements and long-term disability, basic life, equal to two times base
      salary, and voluntary life (elective) insurance and accidental death and
      dismemberment insurance; and

            


    

    


    
      	
              ·  

            	
              a
      Change of Control Agreement which provides that, upon a Change of Control
      (as defined in the 2003 Plan), the executive officer shall receive a
      payment in an amount equal to one times the executive officer’s base
      salary at or immediately prior to the time the Change of Control is
      consummated.

            


    

    


    

      

    

     1 Jean
Abiteboul, located in our French office, has an employment agreement with a
subsidiary of Cheniere.  The agreement is for an unlimited term and
may be terminated by the subsidiary or Mr. Abiteboul upon three months prior
notice.  The agreement provides for compensation substantially similar
to the arrangements described above for Cheniere’s other executive
officers.

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      The following table sets forth the 2010
annual base salary for each of the executive officers effective January 4, 2010,
and the phantom stock awarded for each of the executive officers as of February
25, 2009:



     

    
      	
               

               

              Executive
      Officer

            	
              2010
      Annual

              Base
      Salary

            	
              Shares
      of Phantom Stock Awarded

            
	
              Charif
      Souki

              Chairman,
      Chief Executive Officer and President

            	
              $734,400

            	
              1,800,000

            
	
              H.
      Davis Thames

              Senior
      Vice President – Marketing

            	
              $278,280

            	
              450,000

            
	
              Meg
      A. Gentle

              Senior
      Vice President and Chief Financial Officer

            	
              $278,280

            	
              450,000

            
	
              Jean
      Abiteboul

              Senior
      Vice President – International

            	
              $334,9982

            	
              450,000

            
	
              Robert
      K. Teague

              Vice
      President – Asset Group

            	
              $278,280

            	
              450,000

            


    

     

     

    The
shares of phantom stock included in the table above will vest based on a
combination of Company performance and the executive officer’s continued
employment.  See the description of the 2009 Phantom Stock Grant
included in the Company’s Current Report on Form 8-K (SEC File No. 001-16383),
filed on February 27, 2009, which is incorporated herein by
reference.

     

    Compensatory
Arrangements for Certain Executive Officers

     

    On June
30, 2009, the independent directors of the Board of Directors approved a
U.K. Assignment Letter for Mr. Souki effective as of July 1, 2009, under
the terms of which Mr. Souki is paid on a dual payroll basis in both the
U.S. and U.K. in order for him to be able to spend a portion of his time working
from London to conduct domestic and international operations for the
Company.  See the description of Mr. Souki’s U.K. Assignment Letter
included in the Company’s Current Report on Form 8-K (SEC File No. 001-16383),
filed on July 2, 2009, which is incorporated herein by
reference.

     

    

      

    

     2
Represents the U.S. dollar equivalent of 233,725 Euros based on an exchange rate
of 1.4333 USD to 1 EUR as of December 31, 2009.