APPENDIX A
(t) Exchange Act means the Securities Exchange Act of 1934, as amended, and any successor statute. Reference in the Plan to any
section of the Exchange Act shall be deemed to include any amendments or successor provisions to such section and any rules and regulations relating to such section.
(u) Fair Market Value means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock has an established market by virtue of being listed or quoted on any registered stock exchange, the Fair Market Value of a share
of Common Stock shall be the closing sales price for such a share of Common Stock (or the closing bid price, if applicable) on such exchange (or, if the Common Stock is listed or traded on more than one registered exchange, on the exchange with the
greatest volume of trading in the Common Stock) on the day of determination (or if no such price is reported on that day, on the last market trading day prior to the day of determination), as reported in The Wall Street Journal or such other
source as the Committee deems reliable.
(ii) In the absence of any listing or quotation of the Common Stock on any such registered exchange, the
Fair Market Value shall be determined in good faith by the Committee.
(v) Incentive Stock Option means any Option that satisfies the
requirements of Section 422 of the Code and is granted pursuant to Section 8 of the Plan.
(w)
Non-Employee Director means a Director of the Company who either (i) is not an Employee or Officer, does not receive compensation (directly or indirectly) from the Company or an
Affiliate in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of
Regulation S-K or (ii) is otherwise considered a non-employee director for purposes of Rule 16b-3.
(x) Non-Qualified Stock Option means an Option granted under Section 8 of the Plan that is not
intended to be an Incentive Stock Option.
(y) Option means an Award granted pursuant to Section 8 of the Plan to purchase a
specified number of shares of Common Stock during the Option period for a specified exercise price, whether granted as an Incentive Stock Option or as a Non-Qualified Stock Option.
(z) Other Stock or Performance-Based Award means an award granted pursuant to Section 14 of the Plan that is not otherwise specifically
provided for in the Plan, the value of which is based in whole or in part upon the value of a share of Common Stock.
(aa) Participant
means any Employee, Non-Employee Director, or Consultant to whom an Award has been granted under the Plan.
(ab)
Performance Award means an Award granted pursuant to Section 13 of the Plan to a Participant that is subject to the attainment of one or more Performance Goals.
(ac) Performance Goal means a standard established by the Committee based on one or more business criteria described in Section 13 to
determine in whole or in part whether a Performance Award shall be earned.
(ad) Performance Period shall mean that period established by
the Committee at the time any Performance Award is granted or at any time thereafter, during which any Performance Goals specified by the Committee with respect to such Award are to be measured.
(ae) Phantom Stock Award means an Award granted pursuant to Section 11 of the Plan.
(af) Plan means this Cheniere Energy, Inc. 2020 Incentive Plan, as set forth herein and as it may be amended from time to time.
(ag) Regulation S-K means Regulation S-K promulgated under the Securities Act, as
it may be amended from time to time, and any successor to Regulation S-K. Reference in the Plan to any item of Regulation S-K shall be deemed to include any amendments
or successor provisions to such item.
(ah) Restricted Stock Award means an Award granted under Section 12(a) of the Plan of shares
of Common Stock issued to the Participant for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions and other terms and conditions, as are established by the
Committee.
(ai) Restricted Stock Unit Award means an Award granted under Section 12(b) of the Plan.
(aj) Rule 16b-3 means Rule 16b-3 promulgated under the
Exchange Act, as it may be amended from time to time, and any successor to Rule 16b-3.
(ak)
Section means a section of the Plan unless otherwise stated or the context otherwise requires.