Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On February 15, 2023, Cheniere Energy, Inc. (the "Company") and Aaron
Stephenson, 67, the Company's Senior Vice President, Operations Support and
Development, entered into a letter agreement (the "Letter Agreement") setting
forth the terms of Mr. Stephenson's retirement and transition from the Company.
Mr. Stephenson and the Company agreed that Mr. Stephenson's employment with the
Company will continue through March 2, 2023, at which time his employment will
terminate, and that Mr. Stephenson will remain available to assist the Company
in the transition of Mr. Stephenson's duties and other matters reasonably
requested by the Company through December 31, 2023.

The Letter Agreement provides that, subject to Mr. Stephenson signing an
effective release of claims and not resigning his employment prior to March 2,
2023, Mr. Stephenson will be entitled to (i) a cash lump sum payment equal to
$1,875,000; (ii) treatment of Mr. Stephenson's outstanding restricted stock unit
awards and performance stock unit awards in accordance with the terms of the
Cheniere Energy, Inc. Retirement Policy, as amended; and (iii) continued
subsidized health benefits for up to 24 months.

A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement.

Item 9.01 Financial Statements and Exhibits.



d) Exhibits

Exhibit No.               Description
                            Letter Agreement    ,     dated February 15, 2023, between     the Company
10.1                      and Aaron Stephenson
104                       Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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