X0202 4 2007-05-25 0 0000003570 CHENIERE ENERGY INC LNG 0001241045 GROSS JONATHAN S 700 MILAM ST. SUITE 800 HOUSTON TX 77002 0 1 0 0 Sr. VP - Exploration Phantom Stock 2007-05-25 4 A 0 37000 0 A 2010-12-31 Common Stock 37000 37000 D Phantom Stock 2007-05-25 4 A 0 111000 0 A 2010-12-31 Common Stock 111000 111000 D Each share of phantom stock is the economic equivalent of one share of Ceniere Energy, Inc. Common Stock, and is payable in cash or in Cheniere Common Stock if the average closing stock price of $33.57 is achieved as reported on the American Stock Excahnge for the last 20 trading days of the earliest of 2007, 2008, 2009 or 2010. Each share of phantom stock is the economic equivalent of one share of Cheniere Energy, Inc. Common Stock, and one-third of the phantom stock is payable in cash or in Cheniere Common Stock if the following average closing stock prices are achieved as reported on the American Stock Exchange for the last 20 trading days of the designated performance period ending Dec. 31, 2008, 2009 or 2010, or any future performance period. The stock prices to be achieved for perfromance periods are: 2008 - $42.00; 2009 - $50.00; 2010 - $60.00. /s/ Jonathan S. Gross 2007-05-30