termination agreement and release this termination agreement and release ( the “ agreement ” ) is by and between h. davis thames ( “ mr. thames ” ) and cheniere energy, inc. ( “ cheniere ” ), a delaware corporation having its principal place of business in houston, texas. witnesseth : whereas, pursuant to the cheniere energy, inc. 2011 restricted stock plan grant, dated august 9, 2012, by and between cheniere and mr. thames ( the “ 2012 restricted stock grant ” ), cheniere granted to mr. thames 500, 000 shares of common stock, subject to vesting and the other terms and conditions described in the 2012 restricted stock grant and the cheniere energy, inc. 2011 incentive plan ( the “ incentive plan ” ), of which 225, 000 shares have vested and 275, 000 shares remain unvested ( the “ 2012 unvested restricted stock ” ) ; whereas, pursuant to the cheniere energy, inc. long - term commercial cash award, dated august 9, 2012, between cheniere and mr. thames ( the “ 2012 cash award ” ), cheniere awarded to mr. thames a cash bonus in the amount of $ 3, 000, 000 as a long - term commercial cash award, subject to vesting and the other terms and conditions of the cheniere energy, inc. 2011 - 2013 bonus plan ( the “ bonus plan ” ) and the 2012 cash award, of which $ 1, 200, 000 have vested and $ 1, 800, 000 remain unvested ( the “ 2012 unvested cash ” ) ; whereas, pursuant to the cheniere energy, inc. 2011 restricted stock plan grant, dated february 18, 2013, between cheniere and mr. thames ( the “ 2013 restricted stock grant ” ), cheniere granted to mr. thames 900, 000 shares of common stock, subject to vesting and the other terms and conditions described in the 2013 restricted stock grant and the incentive plan, of which 480, 000 shares have vested and 420, 000 remain unvested ( the “ 2013 unvested restricted stock ” ) ; whereas, effective as of january 14, 2014, ( i ) mr. thames ceased to serve as the senior vice president and chief financial officer of cheniere, ( ii ) mr. thames ceased to serve as the senior vice president and chief financial officer and a director of cheniere energy partners gp, llc and ( iii ) mr. thames ceased to serve as the