EX-10.15



 



 


Exhibit 10.15




CHART INDUSTRIES, INC.




2005 STOCK INCENTIVE PLAN




1. Purpose of the Plan




          The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining
key employees, directors or consultants of outstanding ability and to motivate such employees,
directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by
providing incentives through the granting of Awards. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have in the welfare of
the Company as a result of their proprietary interest in the Company’s success.




2. Definitions




          The following capitalized terms used in the Plan have the respective meanings set forth in
this Section:





	 	(a)	 	Act: The Securities Exchange Act of 1934, as amended,
or any successor thereto.
	 
	 	(b)	 	Affiliate: With respect to any entity, any entity
directly or indirectly controlling, controlled by, or under common control
with, such entity.
	 
	 	(c)	 	Award: An Option, Stock Appreciation Right or Other
Stock-Based Award granted pursuant to the Plan.
	 
	 	(d)	 	Beneficial Owner: A “beneficial owner”, as such term
is defined in Rule 13d-3 under the Act (or any successor rule thereto).
	 
	 	(e)	 	Board: The Board of Directors of the Company.
	 
	 	(f)	 	Change in Control: The occurrence of either of the
following events, (i) the sale or disposition, in one or a series of related
transactions, of all or substantially all, of the assets of the Company to any
Person or “group” (as such term is defined in Section 13(d)(3) or 14(d)(2) of
the Act) other than the Permitted Holders, or (ii) any person or group, other
than the Permitted Holders, is or becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the total voting power of the voting stock of
the Company (or any entity which controls the Company or which is a successor
to all or substantially all of the assets of the Company), including by way of
merger, consolidation, tender or exchange offer or otherwise and the
representatives of the Permitted Holders (individually or in the aggregate)
cease to comprise a majority of the Board.
	 
	 	(g)	 	Code: The Internal Revenue Code of 1986, as amended,
or any successor thereto.
	 
	 	(h)	 	Committee: The Board or any person or persons
designated by the Board to administer the Plan.
	 
	 	(i)	 	Company: Chart Industries, Inc., a Delaware
corporation.










 



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	 	(j)	 	Disability: Inability of a Participant to perform in
all material respects his duties and responsibilities to the Company, or any
Subsidiary of the Company, by reason of a physical or mental disability or
infirmity which inability is reasonably expected to be permanent and has
continued for a period of six consecutive months or for an aggregate of nine
(9) months in any twenty-four (24) consecutive month period. Any question as
to the existence of the Disability of a Participant as to which the Participant
and the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to the Participant and the Company.
If the Participant and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and the Participant shall be final
and conclusive for all purposes of the Plan and any Award agreement.
	 
	 	(k)	 	Effective Date: The date the Board approves the Plan,
or such later date as is designated by the Board.
	 
	 	(l)	 	Employment: The term “Employment” as used herein shall
be deemed to refer to (i) a Participant’s employment if the Participant is an
employee of the Company or any of its Affiliates, (ii) a Participant’s services
as a consultant, if the Participant is a consultant to the Company or its
Affiliates and (iii) a Participant’s services as a non-employee director, if
the Participant is a non-employee member of the Board.
	 
	 	(m)	 	Fair Market Value: On a given date, (i) if there is a
public market for the Shares on such date, the arithmetic mean of the high and
low prices of the Shares as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares are listed or
admitted to trading, or, if the Shares are not listed or admitted on any
national securities exchange, the arithmetic mean of the per Share closing bid
price and the per Share closing asked price on such date as quoted on the
National Association of Securities Dealers Automated Quotation System (or such
market in which such prices are regularly quoted) (the “NASDAQ”), or if no sale
of Shares shall have been reported on the Composite Tape of any national
securities exchange or quoted on NASDAQ on such date, then the immediately
preceding date on which sales of the Shares have been so reported or quoted
shall be used, and (ii) if there is no public market for the Shares on such
date, the Fair Market Value shall be the fair market value of the Shares as
determined in good faith by the Board assuming a hypothetical liquidation of
the Company or the sale of the Company to a third party; provided that
if the Participant disagrees with the Board’s determination, he may require the
Company to retain an independent investment banker to determine the fair market
value. The Company will bear the cost of such appraisal, unless the appraised
value is 110% or less of the Board’s determination of the fair










 



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	 	 	 	market value, in which case the Participant will bear the cost of such
appraisal.
	 
	 	(n)	 	Other Stock-Based Awards: Awards granted pursuant to
Section 8 of the Plan.
	 
	 	(o)	 	Option: A stock option granted pursuant to Section 6
of the Plan.
	 
	 	(p)	 	Option Price: The purchase price per Share of an
Option, as determined pursuant to Section 6(a) of the Plan.
	 
	 	(q)	 	Participant: An employee, director or consultant of
the Company or its Affiliates who is selected by the Committee to participate
in the Plan.
	 
	 	(r)	 	Permitted Holder: As of the date of determination, any
and all of (i) an employee benefit plan (or trust forming a part thereof)
maintained by (A) the Company or its Affiliates or (B) any corporation or other
Person of which a majority of its voting power of its voting equity securities
or equity interest is owned, directly or indirectly, by the Company and (ii)
First Reserve Fund X, L.P. or any of its Affiliates.
	 
	 	(s)	 	Person: A “person”, as such term is used for purposes
of Section 13(d) or 14(d) of the Act (or any successor section thereto).
	 
	 	(t)	 	Plan: The Chart Industries, Inc. 2005 Stock Incentive
Plan.
	 
	 	(u)	 	Shares: Shares of common stock of the Company.
	 
	 	(v)	 	Stock Appreciation Right: A stock appreciation right
granted pursuant to Section 7 of the Plan.
	 
	 	(w)	 	Subsidiary: A subsidiary corporation, as defined in
Section 424(f) of the Code (or any successor section thereto).





3. Shares Subject to the Plan




          The total number of Shares which may be issued under the Plan is 225,157, which total is
reserved for issuance to employees of the Company or its Affiliates. The Shares may consist, in
whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of
cash upon the exercise of an Award or in consideration of the cancellation or termination of an
Award shall reduce the total number of Shares available under the Plan, as applicable. Shares
which are subject to Awards or portions of Awards which terminate or lapse without issuance of
Shares may be granted again under the Plan.




4. Administration




          The Plan shall be administered by the Committee, which may delegate its duties and powers in
whole or in part to any subcommittee thereof. Awards may, in the discretion of the Committee, be
made under the Plan in assumption of, or in substitution for, outstanding










 



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awards previously granted by the Company or its Affiliates or a company acquired by the
Company or with which the Company combines. The number of Shares underlying such substitute awards
shall be counted against the aggregate number of Shares available for Awards under the Plan.
Subject to Section 15 of the Plan, the Committee is authorized to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of the Plan. The
Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan
in the manner and to the extent the Committee deems necessary or desirable. Any decision of the
Committee in the interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries or successors). The
Committee shall have the full power and authority to establish the terms and conditions of any
Award consistent with the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting conditions). The
Committee shall require payment of any amount it may determine to be necessary to withhold for
federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award and
the Company or its Affiliates shall have the right and is authorized to withhold any applicable
withholding taxes in respect to the Award, its exercise or any payment or transfer under or with
respect to the Award and to take such other action as may be necessary in the opinion of the
Committee to satisfy all obligations for the payment of such withholding taxes. Unless the
Committee specifies otherwise, the Participant may elect to pay a portion or all of such
withholding taxes by (a) delivery in Shares, provided that such shares have been held by the
Participant for more than six (6) months (or such other period as established by the Committee from
time to time in order to avoid adverse accounting treatment applying generally accepted accounting
principles) or (b) with respect to minimum withholding amounts only, having Shares with a Fair
Market Value equal to the amount withheld by the Company from any Shares that would have otherwise
been received by the Participant.




5. Limitations




          No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but
Awards theretofore granted may extend beyond that date.




6. Terms and Conditions of Options




          Options granted under the Plan shall be non-qualified stock options for federal income tax
purposes which are not intended to be treated as options that comply with Section 422 of the Code,
as evidenced by the related Award agreements, and shall be subject to the foregoing and the
following terms and conditions and to such other terms and conditions, not inconsistent therewith,
as the Committee shall determine:





	 	(a)	 	Option Price. The Option Price per Share shall be
equal to the Fair Market Value on the applicable date of grant.
	 
	 	(b)	 	Exercisability. Options granted under the Plan shall
be exercisable at such time and upon such terms and conditions as may be
determined by the Committee, but in no event shall an Option be exercisable
more than ten years after the date it is granted.










 



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	 	(c)	 	Exercise of Options. Except as otherwise provided in
the Plan or in an Award agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For
purposes of Section 6 of the Plan, the exercise date of an Option shall be the
later of the date a notice of exercise is received by the Company and, if
applicable, the date payment is received by the Company pursuant to clauses
(i), (ii), (iii) or (iv) in the following sentence. The purchase price for the
Shares as to which an Option is exercised shall be paid to the Company in full
at the time of exercise at the election of the Participant (i) in cash or its
equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in
Shares having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased and satisfying such other requirements as may be imposed
by the Committee; provided, that such Shares have been held by the Participant
for more than six months (or such other period as established from time to time
by the Committee in order to avoid adverse accounting treatment applying
generally accepted accounting principles), (iii) partly in cash and, to the
extent permitted by the Committee, partly in such Shares, (iv) if there is a
public market for the Shares at such time, to the extent permitted by, and
subject to such rules as may be established by the Committee, through the
delivery of irrevocable instructions to a broker to sell Shares obtained upon
the exercise of the Option and to deliver promptly to the Company an amount out
of the proceeds of such sale equal to the aggregate Option Price for the Shares
being purchased, or (v) through such cashless exercise procedures (including
surrender of a portion of the Option in payment of the Option Price) as the
Committee may permit. Except with respect to an adjustment pursuant to Section
9 of the Plan, no Participant shall have any rights to dividends or other
rights of a stockholder with respect to Shares subject to an Option until the
Participant has given written notice of exercise of the Option, paid in full
for such Shares and, if applicable, has satisfied any other conditions imposed
by the Committee pursuant to the Plan.
	 
	 	(d)	 	Attestation. Wherever in this Plan or any agreement
evidencing an Award a Participant is permitted to pay the Option Price of an
Option or taxes relating to the exercise of an Option by delivering Shares, the
Participant may, subject to procedures satisfactory to the Committee, satisfy
such delivery requirement by presenting proof of beneficial ownership of such
Shares, in which case the Company shall treat the Option as exercised without
further payment and shall withhold such number of Shares from the Shares
acquired by the exercise of the Option.





7. Terms and Conditions of Stock Appreciation Rights





	 	(a)	 	Grants. The Committee also may grant (i) a Stock
Appreciation Right independent of an Option or (ii) a Stock Appreciation Right
in connection with an Option, or a portion thereof. A Stock Appreciation Right
granted pursuant to clause (ii) of the preceding sentence (A) may be granted at
the










 



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	 	 	 	time the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same number of
Shares covered by an Option (or such lesser number of Shares as the
Committee may determine) and (C) shall be subject to the same terms and
conditions as such Option except for such additional limitations as are
contemplated by this Section 7 (or such additional limitations as may be
included in an Award agreement).
	 
	 	(b)	 	Terms. The exercise price per Share of a Stock
Appreciation Right shall be an amount determined by the Committee but in no
event shall such amount be less than the greater of (i) the Fair Market Value
of a Share on the date the Stock Appreciation Right is granted or, in the case
of a Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, the Option Price of the related Option and (ii) the minimum
amount permitted by applicable laws, rules, by-laws or policies of regulatory
authorities or stock exchanges. Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise date of
one Share over (B) the exercise price per Share, times (ii) the number of
Shares covered by the Stock Appreciation Right. Each Stock Appreciation Right
granted in conjunction with an Option, or a portion thereof, shall entitle a
Participant to surrender to the Company the unexercised Option, or any portion
thereof, and to receive from the Company in exchange therefor an amount equal
to (i) the excess of (A) the Fair Market Value on the exercise date of one
Share over (B) the Option Price per Share, times (ii) the number of Shares
covered by the Option, or portion thereof, which is surrendered. The date a
notice of exercise is received by the Company shall be the exercise date.
Payment shall be made in Shares or in cash, or partly in Shares and partly in
cash (any such Shares valued at such Fair Market Value), all as shall be
determined by the Committee. Stock Appreciation Rights may be exercised from
time to time upon actual receipt by the Company of written notice of exercise
stating the number of Shares with respect to which the Stock Appreciation Right
is being exercised. No fractional Shares will be issued in payment for Stock
Appreciation Rights, but instead cash will be paid for a fraction or, if the
Committee should so determine, the number of Shares will be rounded downward to
the next whole Share.
	 
	 	(c)	 	Limitations. The Committee may impose, in its
discretion, such conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.





8. Other Stock-Based Awards





	 	(a)	 	Generally. The Committee, in its sole discretion, may
grant or sell Awards of Shares, Awards of restricted Shares and Awards that are
valued in whole or in part by reference to, or are otherwise based on the Fair
Market Value of, Shares (“Other Stock-Based Awards”). Such Other










 



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	 	 	 	Stock-Based Awards shall be in such form, and dependent on such conditions,
as the Committee shall determine, including, without limitation, the right
to receive, or vest with respect to, one or more Shares (or the equivalent
cash value of such Shares) upon the completion of a specified period of
service, the occurrence of an event and/or the attainment of performance
objectives. Other Stock-Based Awards may be granted alone or in addition to
any other Awards granted under the Plan. Subject to the provisions of the
Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based
Awards shall be settled in cash, Shares or a combination of cash and Shares;
and all other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof and provisions ensuring that all
Shares so awarded and issued shall be fully paid and non-assessable).





9. Adjustments Upon Certain Events




          Notwithstanding any other provisions in the Plan to the contrary, the following provisions
shall apply to all Awards granted under the Plan:





	 	(a)	 	Generally. In the event of any change in the
outstanding Shares after the Effective Date by reason of any Share dividend or
split, reorganization, recapitalization, merger, consolidation, spin-off,
combination, combination or transaction or exchange of Shares or other
corporate exchange, or any distribution to shareholders other than regular cash
dividends or any transaction similar to the foregoing, the Committee, in its
sole discretion and without liability to any person, may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or
kind of Shares or other securities issued or reserved for issuance pursuant to
the Plan or pursuant to outstanding Awards, (ii) the maximum number of Shares
for which Options or Stock Appreciation Rights may be granted during a calendar
year to any Participant (iii) the Option Price or exercise price of any Award
and/or (iv) any other affected terms of such Awards.
	 
	 	(b)	 	Change in Control. In the event of a Change in Control
after the Effective Date, (i) if determined by the Committee in the applicable
Award agreement or otherwise, any outstanding Awards then held by Participants
which are unexercisable or otherwise unvested or subject to lapse restrictions
may automatically be deemed exercisable or otherwise vested or no longer
subject to lapse restrictions, as the case may be, as of immediately prior to
such Change in Control and (ii) the Committee may, but shall not be obligated
to, (A) cancel such Awards for fair value, to the extent permitted under
Section 409A of the Code, which, in the case of Options and Stock Appreciation
Rights, may equal the excess, if any, of value of the consideration to be paid
in the Change in Control transaction to holders of the same number of Shares
subject to such Options or Stock










 



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	 	 	 	Appreciation Rights (or, if no consideration is paid in any such
transaction, the Fair Market Value of the Shares subject to such Options or
Stock Appreciation Rights) over the aggregate Option Price or exercise price
of such Options or Stock Appreciation Rights or (B) provide for the issuance
of substitute Awards that will substantially preserve the otherwise
applicable terms and value of any affected Awards previously granted
hereunder as determined by the Committee or (C) provide that for a period of
at least 15 days prior to the Change in Control, such Awards shall be
exercisable, to the extent applicable, as to all Shares subject thereto and
the Committee may further provide that upon the occurrence of the Change in
Control, such Awards shall terminate and be of no further force and effect.





10. No Right to Employment or Awards




          The granting of an Award under the Plan shall impose no obligation on the Company or any
Affiliate to continue the Employment of a Participant and shall not lessen or affect the Company’s
or Affiliate’s right to terminate the Employment of such Participant. No Participant or other
Person shall have any claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of
Awards and the Committee’s determinations and interpretations with respect thereto need not be the
same with respect to each Participant (whether or not such Participants are similarly situated).




11. Certificates




          All certificates, if any, evidencing Shares or other securities of the Company delivered under
the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission or other applicable
governmental authority, any stock exchange or market upon which such securities are then listed,
admitted or quoted, as applicable, and any applicable Federal, state or any other applicable laws,
and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.




12. Other Laws




          The Committee may refuse to issue or transfer any Shares or other consideration under an Award
if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or
such other consideration might violate any applicable law or regulation and any payment tendered to
the Company by a Participant, other holder or beneficiary in connection with the exercise of such
Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without
limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer
to sell securities of the Company, and no such offer shall be outstanding, unless and until the
Committee in its sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of applicable securities laws, including, without
limitation, laws of the United States (and any state thereof), Germany, the United Kingdom, the
Czech Republic or the People’s Republic of China.










 



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13. Successors and Assigns




          The Plan shall be binding on all successors and assigns of the Company and a Participant,
including without limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or representative of the
Participant’s creditors.




14. Nontransferability of Awards




     Unless otherwise determined by the Committee, an Award shall not be transferable or assignable
by the Participant otherwise than by will or by the laws of descent and distribution. An Award
exercisable after the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.



15. Amendments or Termination




          The Board may amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made, (a) without the approval of the shareholders of the Company, if such
action would (except as is provided in Section 9 of the Plan), increase the total number of Shares
reserved for the purposes of the Plan or (b) without the consent of a Participant, if such action
would diminish any of the rights of the Participant under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner
as it deems necessary to permit the granting of Awards meeting the requirements of the Code or
other applicable laws.




          Without limiting the generality of the foregoing, to the extent applicable, notwithstanding
anything herein to the contrary, this Plan and Awards issued hereunder shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations and other
interpretative guidance issued thereunder, including without limitation any such regulations or
other guidance that may be issued after the Effective Date. Notwithstanding any provision of the
Plan to the contrary, in the event that the Committee determines that any amounts payable hereunder
will be taxable to a Participant under Section 409A of the Code and related Department of Treasury
guidance prior to payment to such Participant of such amount, the Company may (a) adopt such
amendments to the Plan and Awards and appropriate policies and procedures, including amendments and
policies with retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder
and/or (b) take such other actions as the Committee determines necessary or appropriate to comply
with the requirements of Section 409A of the Code.




16. International Participants




          With respect to Participants who reside or work outside the United States of America, the
Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such
Participants in order to conform such terms with the requirements of local law.













 



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17. Choice of Law




          The Plan shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to conflicts of laws.




18. Effectiveness of the Plan




          The Plan shall be effective as of the Effective Date.