Trust Agreement



 Exhibit 10.10 
  
 TRUST UNDER “Chart Industries” 
  
 This Agreement made as of the date indicated below by and between Chart Industries, Inc. (the “Company”) and
Security Trust Company (the “Trustee”); 
  
 WHEREAS,
Company previously adopted a nonqualified deferred compensation plan effective November 6, 1997, and has amended and restated the plan as the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan (the “Plan”) effective
August 1, 2000; 
  
 WHEREAS, Company has incurred or expects to
incur liability under the terms of such Plan with respect to the individuals participating in such Plan; 
  
 WHEREAS, Company wishes to establish a trust (hereinafter called “Trust”) and to contribute to the Trust assets that shall be held therein,
subject to the claims of Company creditors in the event of Company Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan; 
  
 WHEREAS, it is the intention of the parties that this Trust shall constitute
an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974; 
  
 WHEREAS, it
is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan; 
  
 NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of
as follows: 







 Section 1. Establishment of Trust. 
  
 (a) Company hereby deposits with Trustee in trust (an amount to be determined), which shall become the principal of the
Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. 
  
 (b) The Trust hereby established shall be irrevocable. 
  
 (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of Subpart B, Part I, Subchapter J, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and
shall be construed accordingly. 
  
 (d) The principal of the
Trust, and any earnings thereon, shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their
beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their
beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. 
  
 (e) Company, in its sole discretion, may at any time, or from time to time,
make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall
have any right to compel such additional deposits. 
  
 (f) Upon a
Change of Control, Company shall, as soon as possible, but in no event longer than sixty (60) days following the Change of Control, as defined herein, make an 
  

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 Irrevocable contribution to the Trust in an amount that is sufficient to pay each Plan participant or beneficiary the
benefits to which Plan participants or their beneficiaries would be entitled pursuant to the terms of the Plan as of the date on which the Change of Control occurred. 
  
 Section 2. Payments to Plan Participants and Their Beneficiaries. 
  
 (a) Company shall deliver to Trustee a schedule (the “Payment
Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such
amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in
accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the
Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. 
  
 (b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall
designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. 
  
 (c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company
shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings 
  

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 thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the
balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. 
  
 Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent. 
  
 (a) Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if the Company is Insolvent. Company shall be considered Insolvent for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under
the United States Bankruptcy Code. 
  
 (b) At all times during the
continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below. 
  
 (1) The Board of Directors and the Chief Executive Officer
of Company shall have the duty to inform Trustee in writing of Company Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent
and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries. 
  
 (2) Unless Trustee has actual knowledge of Company’s Insolvency, or has received notice from Company or a person claiming to be a
creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company’s solvency as may be furnished to Trustee 
  

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 and that provides Trustee with a reasonable basis for making a determination concerning Company’s
solvency. 
  
 (3) If at any time Trustee has
determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company’s general creditors. Nothing in this Trust Agreement shall in
any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan or otherwise. 
  
 (4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance
with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent). 
  
 (c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance,
less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance. 
  
 Section 4. Payments to Company. 
  
 Except as provided in Section 3 hereof, Company shall have no right or power
to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan. 
  

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 Section 5. Investment Authority. 
  
 (a) Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by Company. All
rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants, except that voting rights with respect to Trust assets will be
exercised by Company and dividend rights with respect to Trust assets will rest with Company. 
  
 (b) Company shall have the right at anytime, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Company in a
nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity. 
  
 Section 6. Disposition of Income. 
  
 (a) During the term of this Trust, all of the income received by the Trust, net of expenses and taxes, shall be returned to Company. 
  
 Section 7. Accounting by Trustee. 
  
 Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within thirty (30) days following the close of each calendar year and within thirty (30) days after the removal or resignation of
Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or 
  

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 receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as the case may be. 
  
 Section 8. Responsibility of Trustee. 
  
 (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity
with, the terms of the Plan or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. 
  
 (b) If Trustee undertakes or defends any litigation arising in connection
with this Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Company
does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. 
  
 (c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

  
 (d) Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. 
  

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 (e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless
expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. 
  
 (f) However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy
held as an asset of the Trust. 
  
 (g) Notwithstanding any powers
granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2
of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. 
  
 Section 9. Compensation and Expenses of Trustee. 
  
 Company shall pay all administrative and Trustee’s fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust. 

 
 Section 10. Resignation and Removal of Trustee. 
  
 (a) Trustee may resign at any time by written notice to Company, which shall
be effective sixty (60) days after receipt of such notice unless Company and Trustee agree otherwise. 
  
 (b) Trustee may be removed by Company on sixty (60) days notice or upon shorter notice accepted by Trustee. 
  

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 (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall
subsequently be transferred to the successor Trustee. The transfer shall be completed within thirty (30) days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. 
  
 (d) If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a
successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. 
  
 (e) Upon a Change of Control, as defined herein, Trustee may not be removed by Company for two (2) year(s). If Trustee resigns within two (2) year(s) of a
Change of Control, as defined herein, Trustee shall select a successor Trustee in accordance with the provisions of Section 11(b) hereof prior to the effective date of Trustee’s resignation. 
  
 Section 11. Appointment of Successor. 
  
 (a) If Trustee resigns or is removed in accordance with Section 10(a) or (b)
hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be
effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably
requested by Company or the successor Trustee to evidence the transfer. 
  
 (b) If Trustee resigns pursuant to the provisions of Section 10(e) hereof and selects a successor Trustee, Trustee may appoint any third party such as a bank trust department or other 
  

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 party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be
effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably
requested by the successor Trustee to evidence the transfer. 
  
 (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company
shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. 
  
 Section 12. Amendment or Termination. 
  
 (a) This Trust Agreement may be amended by a written instrument executed by
Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof. 
  
 (b) The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company. 
  
 (c) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the
Plan, Company may terminate this Trust prior to the time all benefit payments under the Plan have been made. All assets in the Trust at termination shall be returned to Company. 
  

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 (d) Section(s) 10(e) and 11(b) of this Trust Agreement may not be amended by the Company for two (2)
year(s) following a Change of Control, as defined herein. 
  
 Section 13. Miscellaneous. 
  
 (a) Any provision
of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. 
  
 (b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal equitable process. 
  
 (c) This Trust Agreement shall be governed by and construed in accordance with the laws of Delaware. 
  
 (d) For purposes of this Trust, Change of Control shall mean an occurrence in
which: 
  
 (1) a person, including any syndicate
or group deemed to be a person, other than the Company’s Employee Stock Ownership Trust, becomes the beneficial owner, directly or indirectly, of securities of the Company having 51% or more of the total number of votes which may be cast
for Directors of the Company (as the terms “person,” “directly or indirectly” and “beneficial owner” are used in Section 13(d)(1) of the Securities Exchange Act of 1934); or 
  
 (2) during any period of two consecutive years, individuals
who constitute the Board of Directors at the beginning of such period cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company’s shareholders, of each new director was
approved by a vote of at least two-thirds of 
  

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 the Board of Directors then still in office who were Board of Director members at the beginning of such
period. 
  
 Section 14. Effective Date. 
  
 The effective date of this Trust Agreement shall be August 1, 2000 EXECUTED
as this 27 day of September, 2000. 
  

			
	Chart Industries
		
	By:	 	/s/    Mark H. Ludwig        
	 	 	

	 Title:
	 	Corporate Director, Human Resources


  

			
	
	Security Trust Company
		
	By:	 	/s/    M. McDermott        
	 	 	

	 Title:
	 	VP


  

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