VENTURE GLOBAL, INC. DIRECTOR NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

Award Type

“Vesting Schedule”

Options

VENTURE GLOBAL, INC.

PARTICIPANT

By:

Name:

Name:

Title:

GRANT OF OPTIONS. The Options have been granted to the Participant as an incentive for the Participant to continue to provide services to the Company and its Subsidiaries (the “Service Recipient”), and to align the Participant’s interests with those of the Company. Each Option represents an option to purchase one Share at the per Share exercise price set forth on the first page of this Agreement. The Options are not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986 (the “Code”), as amended.

VESTING; TERMINATION OF SERVICE. The Options shall vest in accordance with the Vesting Schedule, subject to the Participant’s continuous service with the Company and its Affiliates through each applicable vesting date. Unless determined otherwise by the Committee, any unvested portion of the Options shall be immediately forfeited upon the Participant’s Termination of Service for any reason, and any vested but unexercised portion of the Options may be exercised by the Participant for a period of ninety (90) days following the date of Termination of Service (or, if earlier, the Expiration Date (as defined below)); provided that, unless determined otherwise by the Committee, in the event of the Participant’s (i) Termination of Service due to death or Disability, the Participant (or the Participant’s Beneficiary, as applicable) may exercise any vested Options until the first anniversary of the date of Termination of Service (or, if earlier, the Expiration Date) or (ii) Termination of Service by the Company or the Service Recipient for Cause or breach of any restrictive covenants to which the Participant is subject with respect to the Company or its Affiliates, all vested Options shall be immediately forfeited.

TERM OF OPTIONS. The term of the Options shall expire at close of the principal stock market or exchange on which the Shares are quoted or traded on the tenth (10^th) anniversary of the Date of Grant (the “Expiration Date”), unless terminated earlier in accordance herewith. In no event may any portion of the Options be exercised after the Expiration Date.

MANNER OF EXERCISE. To the extent that the Options have become vested and exercisable in accordance with Section 2, the Options may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the Expiration Date, subject to the provisions of the Plan and this Agreement. To exercise the Options, the Participant must comply with Section 6 and:

deliver to the Company a written notice specifying the number of Shares to be purchased; and

remit the aggregate exercise price to the Company in full, payable in the manner determined by the Committee from time to time in its full and sole discretion, which may include: (A) in cash or by check, bank draft or money order payable to the order of the Company; (B) through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to sell Shares obtained upon exercise of the Options and to deliver promptly to the Company an amount of the proceeds of such sale equal to the aggregate exercise price; (C) by a “net exercise” under which the Company reduces the number of Shares otherwise issuable to the Participant upon such exercise by the number of Shares with an aggregate Fair Market Value that equals the aggregate exercise price; or (D) any other method acceptable to the Committee.

NONTRANSFERABILITY. No portion of the Options may be sold, assigned, transferred, encumbered, hypothecated, or pledged by the Participant, other than (i) to the Company as a result of forfeiture of the Options or (ii) by will or the applicable laws of descent and distribution or (iii) as otherwise provided by the Committee. During the lifetime of the Participant, the Options may be exercised only by the Participant or the Participant’s guardian or legal representative. This provision shall not apply to any Shares received upon exercise of the Options.

RESPONSIBILITY FOR TAXES. The Participant shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt, vesting or exercise of any Options granted hereunder.

RIGHTS AS STOCKHOLDER. The Participant will not have any rights as a stockholder in the Shares corresponding to the Options prior to exercise of the Options.

SECURITIES LAW COMPLIANCE. The Company may, if it determines it is appropriate, affix any legend to the stock certificates representing Shares issued upon exercise of the Options and any stock certificates that may subsequently be issued in substitution for the original certificates. The Company may advise the transfer agent to place a stop order against such Shares if it determines that such an order is necessary or advisable.

COMPLIANCE WITH LAW. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of Shares issued upon exercise of the Options (whether directly or indirectly, whether or not for value and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation or policy of any of the exchanges, associations or other institutions with which the Company has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body.

MISCELLANEOUS.

No Right to Continued Service. This Agreement shall not confer upon the Participant any right to continue in the service of the Company or a Subsidiary, including the Service Recipient, or to be entitled to any remuneration or benefits not set forth in this Agreement or the Plan nor interfere with or limit the right of the Company or a Subsidiary, including the Service Recipient, to modify the terms of or terminate the Participant’s service at any time.

No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan or acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan or the Options.

Cancellation/Clawback. The Participant hereby acknowledges and agrees that the Participant and the Options are subject to the terms and conditions of Section 18 of the Plan (regarding reduction, cancellation, forfeiture or recoupment of Awards upon the occurrence of certain specified events).

Plan to Govern. This Agreement and the rights of the Participant hereunder are subject to all of the terms and conditions of the Plan as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for the administration of the Plan.

Amendment. Subject to the restrictions set forth in the Plan, the Company may from time to time suspend, modify or amend this Agreement or the Plan. Subject to the Company’s rights pursuant to Sections 5(c), 14 and 19 of the Plan, no amendment of the Plan or this Agreement may, without the consent of the Participant, adversely affect the rights of the Participant in a material manner with respect to the Options granted pursuant to this Agreement.

Severability. In the event that any provision of this Agreement shall he held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

Entire Agreement. This Agreement and the Plan contain all of the understandings between the Company and the Participant concerning the Options granted hereunder and supersede all prior agreements and understandings.

Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the Participant’s death, acquire any rights hereunder in accordance with this Agreement or the Plan.

Governing Law. To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to any conflicts or choice of law, rule or principle that might otherwise refer the interpretation of the award to the substantive law of another jurisdiction.