Tellurian : Management Change/Compensation - Form 8-K

As previously disclosed, on December 8, 2023 (the "Termination Date"), pursuant to and in accordance with that certain employment agreement entered into as of October 1, 2021 by and between Tellurian Inc. (the "Company") and Charif Souki (the "Souki Employment Agreement"), the Company provided Mr. Souki with notice of termination of his employment with the Company "without Cause" (as defined in the Souki Employment Agreement) effective as of December 8, 2023 (the "Notice of Termination"). In connection with the Souki Employment Agreement and the Notice of Termination, on December 19, 2023, the Company and Mr. Souki executed a Separation Agreement and General Release (the "Separation and Release Agreement").

In addition to thirty (30) days' base salary in a lump sum of $105,000 in lieu of the 30-day notice period specified under Section 4(d) of the Souki Employment Agreement, the Separation and Release Agreement provides that Mr. Souki will receive benefits consisting of (i) a cash severance amount equal to $6,428,000, payable in substantially equal installments over 12 months following the Termination Date with the first payment commencing on the sixtieth (60th) day after the Termination Date, (ii) a lump sum payment of $1,000,000 payable on December 22, 2023, (iii) a pro-rated annual bonus for the 2023 calendar year; provided that the Company approves and pays 2023 annual bonuses for each of the Company's executive officers, (iv) the transfer of certain travel-related benefits to Mr. Souki with a cost to the Company of approximately $660,000, and (v) eligibility for any unvested and outstanding tracking units granted to Mr. Souki under the Company's incentive compensation program which will remain outstanding and eligible to vest pursuant to the terms of the program and applicable award agreement without regard to the continuous service requirement. The Separation and Release Agreement confirms that certain provisions contained in the Souki Employment Agreement, including confidentiality, non-competition, non-solicitation and certain restrictions relating to the disclosure of proprietary information, shall remain in full force and effect. The Separation and Release Agreement also contains customary terms applicable to the departure of an executive of the Company, including recoupment and confidentiality provisions, as well as the resignation by Mr. Souki from the board of directors of the Company effective as of December 19, 2023.