Exhibit






Exhibit 10.3.20
CHART INDUSTRIES, INC.
AMENDED AND RESTATED 2009 OMNIBUS EQUITY PLAN


PERFORMANCE UNIT AGREEMENT


THIS PERFORMANCE UNIT AGREEMENT (the “Agreement”), is entered into as of this 4th day of January, 2016 (the “Grant Date”), by and between Chart Industries, Inc., a Delaware corporation (the “Company”), and Samuel F. Thomas (the “Grantee”).


WITNESSETH:


WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) administers the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan (the “Plan”); and


WHEREAS, the Committee desires to provide the Grantee with Performance Units under the Plan upon the terms and conditions set forth in this Agreement.


NOW, THEREFORE, the Company and the Grantee agree as follows:


1.    Definitions.  Unless the context otherwise indicates, the following words used herein shall have the following meanings wherever used in this Agreement:


		
	a.
	“Disability” means, with respect to the Grantee, a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months which: (i) renders the Grantee unable to engage in substantial gainful activity or (ii) results in the Grantee receiving income replacement benefits for at least three months under an accident and health plan sponsored by the Grantee’s employer.




		
	b.
	“Performance Period” means the period set forth in Exhibit A. 




		
	c.
	“Performance Requirements” means the performance measure(s) set forth in Exhibit A.




		
	d.
	“Performance Unit” means a Restricted Share Unit representing the right to receive a Share after completion of the Performance Period provided that the Performance Requirements have been satisfied.




		
	e.
	“Retirement” (or variations thereof) means a voluntary termination of Employment with the Company, its Subsidiaries and its Affiliates after either (i) attaining age 60 and completing 10 years of service with such entities or (ii) attaining age 65.



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Notwithstanding this Section, and unless otherwise specified in the Agreement, capitalized terms shall have the meanings attributed to them under the Plan.


2.    Grant of Performance Units.  As of the Grant Date, the Company grants to the Grantee, upon the terms and conditions set forth in this Agreement, 24,930 Performance Units.  If the Grantee is a Section 162(m) Person, the Performance Units are intended to be Section 162(m) of the Code “performance-based compensation.”  The Performance Units are granted in accordance with, and subject to, all the terms, conditions and restrictions of the Plan, which is hereby incorporated by reference in its entirety.  In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern.  The Grantee irrevocably agrees to, and accepts, the terms, conditions and restrictions of the Plan and this Agreement on his own behalf and on behalf of any beneficiaries, heirs, legatees, successors and assigns.


3.    Restrictions on Transfer of Performance Units.  The Grantee and his or her beneficiaries, heirs, legatees, successors and assigns cannot sell, transfer, assign, pledge, hypothecate or otherwise directly or indirectly dispose of the Performance Units (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) or any interest therein.


4.    Termination of Employment.


		
	a.
	Retirement, Death or Disability.  If the Grantee terminates Employment as a result of Retirement, death or Disability prior to the last day of the Performance Period, the Grantee (or his or her beneficiary or beneficiaries) shall be entitled to a pro-rated number of Shares, calculated by multiplying (x) by (y) where:  




		
	(x)
	is the number of Shares, if any, that would have been earned by the Grantee as the result of the satisfaction of the Performance Requirements; and




		
	(y)
	is the number of months that the Grantee was employed (rounded up to the nearest whole number) during the Performance Period divided by the number of months in the Performance Period.  




The distribution or payment of the pro-rated award shall occur (if at all) at the same time as the distribution or payment specified in Section 6.


		
	b.
	Reasons Other Than Retirement, Death or Disability.  Except as otherwise provided in Section 5, if the Committee determines in its sole and exclusive discretion that the Grantee’s Employment has terminated prior to the end of the Performance Period for reasons other than those described in Section 4(a) above, the Grantee will forfeit his or her Performance Units.  If the 



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Performance Units are forfeited, the Grantee and all persons who might claim through him or her will have no further interests under this Agreement. 


5.    Change in Control.  Upon a Change in Control prior to the end of the Performance Period:  


		
	a.
	the Performance Requirements shall be deemed to have been satisfied at the greater of either:  (i) the target level of the Performance Requirements as set forth on Exhibit A as if the entire Performance Period had elapsed; or (ii) the level of actual achievement of the Performance Requirements as of the date of the Change in Control; and  




		
	b.
	the appropriate number of Shares, determined in accordance with subsection (a) above shall be issued to the Grantee not later than 30 days after the date of the Change in Control.




6.    Distributions.   Within 60 days after satisfaction or deemed satisfaction of the Performance Requirements:


		
	a.
	with respect to Shares earned under Sections 4 or 5, the Company will deliver to Grantee (or his or her beneficiary or beneficiaries) certificates for the Shares to which Grantee is entitled, subject to any applicable securities law restrictions; and




		
	b.
	with respect to Shares otherwise earned under this Agreement, the Company will issue to the Grantee the Shares to which Grantee is entitled, subject to any applicable securities law restrictions, and provided that the Grantee is in active Employment on the last day of the Performance Period.




For purposes of this Section 6, “earned” Shares are those Shares to which the Grantee is entitled based upon the Earned Performance Units (as described in Exhibit A) and the terms of Section 4 or 5, if applicable.  Upon distribution of Shares, the recipient and all persons who might claim through him or her shall have no remaining interest under this Agreement.


7.    Dividend and Voting Rights.  The Grantee will not have any voting rights or be entitled to any dividends with respect to Performance Units unless and until the Performance Requirements are timely satisfied and Shares have actually been issued to the Grantee.  No dividends or dividend equivalents will be paid to the Grantee based upon interests in the Performance Units during the Performance Period.


8.    Designation of Beneficiary.  By properly executing and delivering a Designation of Beneficiary Form to the Company, the Grantee may designate an individual or individuals as his or her beneficiary or beneficiaries with respect to his or her interest under this Agreement.  If the Grantee fails to properly designate a beneficiary, his or her interests under this Agreement will pass to the person or persons in the first of the following classes (who shall be deemed a beneficiary or 

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beneficiaries) in which there are any survivors:  (i) spouse at the time of death; (ii) issue, per stirpes; (iii) parents; and (iv) the estate.  Except as the Company may determine in its sole and exclusive discretion, a properly completed Designation of Beneficiary Form shall be deemed to revoke all prior designations with respect to this Agreement (or, if the form so provides, the Plan) upon its receipt and approval by the designated representative of the Company.


9.    Non-Transferability of Shares; Legends.  Upon the acquisition of any Shares pursuant to this Agreement, if the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), they may not be sold, transferred or otherwise disposed of unless a registration statement under the Act with respect to the Shares has become effective or unless the Grantee establishes to the satisfaction of the Company that an exemption from such registration is available.  The Shares will bear a legend stating the substance of such restrictions, as well as any other restrictions the Committee deems necessary or appropriate.  In addition, the Grantee will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or this Agreement.


10.    Effect of Corporate Reorganization or Other Changes Affecting Number or Kind of Shares.  The provisions of this Agreement will be applicable to the performance units, Shares or other securities, if any, which may be acquired by the Grantee related to the Performance Units as a result of any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, redesignation, reclassification, merger, consolidation, liquidation, split-up, reverse split, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event.  Subject to Section 3.4 of the Plan, the Committee may appropriately adjust the number and kind of performance units or Shares described in this Agreement to reflect such a change.  


11.    Plan Administration.  The Plan is administered by the Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement.  All elections, notices and correspondence relating to the Plan should be directed to the Secretary at:


Chart Industries, Inc.
One Infinity Corporate Centre, Suite 300
Garfield Heights, OH   44125
Attn.:  Secretary


12.    Notices.  Any notice relating to this Agreement intended for the Grantee will be sent to the address appearing in the personnel records of the Company, its Affiliate or its Subsidiary.  Either party may designate a different address in writing to the other.  Any notice shall be deemed effective upon receipt by the addressee.


13.    Termination of Agreement.  This Agreement will terminate on the earliest of:  (a) the last day of the Performance Period if the Performance Requirements are not satisfied; (b) the date of termination of the Grantee’s Employment for reasons referenced in Section 4(b) prior to the 

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last day of the Performance Period; or (c) the date that Shares are delivered to the Grantee (or his or her beneficiary or beneficiaries).  Any terms or conditions of this Agreement that the Company determines are reasonably necessary to effectuate its purposes will survive the termination of this Agreement.  Without limiting the generality of the foregoing, the termination of this Agreement will not affect any obligation the Grantee may have, as determined by the Committee in its sole discretion, under any recoupment or “clawback” policy adopted by the Company.


14.    Successors and Legal Representatives.  This Agreement will bind and inure to the benefit of the Company and the Grantee and their respective heirs, beneficiaries, executors, administrators, estates, successors, assigns and legal representatives.


15.    Integration.  This Agreement, together with the Plan, constitutes the entire agreement between the Grantee and the Company with respect to the subject matter hereof and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except pursuant to the terms of the Plan or Section 23 below or by a writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver.  Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach.


16.    Separability.  In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any other part or provision of this Agreement.


17.    Incapacity.  If the Committee determines that the Grantee is incompetent by reason of physical or mental disability or a person incapable of handling his or her property, the Committee may deal directly with or direct any payment to the guardian, legal representative or person having the care and custody of the incompetent or incapable person.  The Committee may require proof of incompetence, incapacity or guardianship, as it may deem appropriate before making any payment.  In the event of a payment, the Committee will have no obligation thereafter to monitor or follow the application of the amounts so paid.  Payments pursuant to this paragraph shall completely discharge the Company with respect to such payments.


18.    No Further Liability.  The liability of the Company, its Affiliates and its Subsidiaries under this Agreement is limited to the obligations set forth herein and no terms or provisions of this Agreement shall be construed to impose any liability on the Company, its Affiliates, its Subsidiaries or the Committee in favor of any person or entity with respect to any loss, cost, tax or expense which the person or entity may incur in connection with or arising from any transaction related to this Agreement.


19.    Section Headings.  The section headings of this Agreement are for convenience and reference only and are not intended to define, extend or limit the contents of the sections.



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20.    No Right to Continued Employment.  Nothing in this Agreement will be construed to confer upon the Grantee the right to continue in the employment or service of the Company, its Subsidiaries or Affiliates, or to be employed or serve in any particular position therewith, or affect any right which the Company, its Subsidiaries or an Affiliate may have to terminate the Grantee’s employment or service with or without cause.


21.    Governing Law.  Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.


22.    Signature in Counterparts.  This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument.


23.    Amendment.  The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the Grantee hereunder without the consent of the Grantee; provided, however, that the Grantee’s consent shall not be required to an amendment that is deemed necessary or appropriate by the Company to ensure (a) compliance with (or exemption from) Section 409A of the Code; (b) compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder (the “Dodd-Frank Act”); or (c) compliance with the terms of any recoupment or “clawback” policy the Company adopts to comply with the requirements of the Dodd-Frank Act or any regulations promulgated thereunder (even if the terms of that policy are broader than the requirements of the Dodd-Frank Act). 


24.    Withholding.  The Grantee shall be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Award or payment of Shares thereunder, or any payment or transfer under or with respect to the Award or Shares 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 Grantee makes other arrangements that are satisfactory to the Committee to cover the Company's or its Affiliate’s withholding obligations, at any time that taxes are required to be withheld in connection with this Award, the Company shall withhold Shares from this Award with a Fair Market Value equal to the amount required to satisfy the minimum tax withholding obligations applicable to Grantee relating to this Award.


25.    Section 409A of the Code.  This Agreement, together with the Plan, constitutes the entire agreement between the parties with respect to the subject matter hereof.  The parties intend that this Agreement be, at all relevant times, exempt from (or in compliance with) Section 409A of the Code and all other applicable laws, and this Agreement shall be so interpreted and administered.  In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Agreement or any related document as it deems necessary or desirable to more fully address issues in connection with exemption from (or in compliance with) Section 409A of the Code and other laws.  In no event, however, shall this section or any other provisions of this 

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Agreement be construed to require the Company to provide any gross‐up for the tax consequences of any provisions of, or payments under, this Agreement.  Except as may be provided in another agreement to which the Company is bound, the Company and its Affiliates shall have no responsibility for tax or legal consequences to the Grantee (or the Grantee’s beneficiaries) resulting from the terms or operation of this Agreement or the Plan.




By Grantee’s signature and the signature of the Company’s representative below, or by Grantee’s acceptance of this Award through the Company’s online acceptance procedure, this Agreement shall be deemed to have been executed and delivered by the parties hereto as of the Grant Date. 


	
		
	Grantee
	Chart Industries, Inc.

	 
	 

	________________________________
	By:

	 
	 

	Print Name:  Samuel F. Thomas
	Its: Vice President, Human Resources

	 
	 

	 
	 

	Date:_______________________
	Date:

	 
	 









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EXHIBIT A


PERFORMANCE REQUIREMENTS 




Performance Period


The Performance Period begins on January 1, 2016 and ends on December 31, 2018.


Performance Measure(s)
 
The Performance Measure is:


Return on Investment - Return on Investment (“ROI”) is determined by the following formula:


	
	
	(Operating Income) X (1 minus the Company’s Effective Tax Rate)

	Average Capital# of last 2 years






#Capital = Total Shareholder’s Equity + Noncontrolling Interest + ST Debt + LT Debt minus Cash


Where,
		
	•
	“Operating Income” is the sum of the last twelve months of Total Sales less Cost of Sales and Operating Expenses (excluding nonrecurring items, such as impairment charges and unusual loss or gain on disposal of assets); 


		
	•
	“Noncontrolling Interest” is, with respect to subsidiaries of the Company that are not fully owned by the Company, the portion of the equity of such subsidiaries that is not owned by the Company;


		
	•
	“ST Debt” is debt that is due within one year; 


		
	•
	“LT Debt” is debt that is due longer than one year; and


		
	•
	“Cash” is cash and cash equivalents.


    
For avoidance of doubt, debt shall include items customarily considered to be debt on the Company’s audited consolidated balance sheet.   For example, the following items are considered to be debt on the Company’s consolidated balance sheet:  short-term debt; current convertible notes; current portion of long-term debt; long-term debt; and convertible notes conversion feature.


The first Measurement Period will be January 1, 2016 through December 31, 2016.
The second Measurement Period will be January 1, 2017 through December 31, 2017.
The third Measurement Period will be January 1, 2018 through December 31, 2018.


At the end of each Measurement Period, the Company’s ROI for such period will be calculated by the Committee.  The calculations shall be based on the information provided in the Company’s audited consolidated financial statements, subject to any adjustments as described in this Exhibit A.  Then, after the end of the third Measurement Period, the average annual ROI will be calculated by adding the ROI for each Measurement Period and dividing the sum by three (the “Average Annual ROI”).  If the performance period is less than three years due to a Change in Control, the Committee shall calculate the ROI for the Measurement Period in which the Change in Control occurs up to the date immediately preceding the date of the Change in Control, with any adjustments necessary to account for the shorter period (including possible measurements of fractional year performance).  

    








The Committee may, in the exercise of its discretion in good faith and in a manner consistent with the purposes of this Agreement, make such adjustments in calculating ROI of the Company (or any of its elements) as it deems necessary or appropriate to account for extraordinary, unusual or non-recurring events affecting the Company.  Without limiting the foregoing, the Committee may make appropriate adjustments to ROI (or any of its elements) to reflect a merger, acquisition, disposition, spin-off, bankruptcy or liquidation, material impairment or restructuring charge, gain or loss on sale of non-operating assets, income or loss from discontinued operations, income or expenses related to the adoption or change of accounting principles, income or expenses related to material litigation and disputes, and any other extraordinary, unusual or non-recurring items affecting the Company deemed to be adjustments by the Committee.  
                                 
Earned Performance Units


The Performance Units subject to the ROI Performance Measure shall become earned performance units (the “Earned Performance Units”), as determined pursuant to the methodology set forth below:


Earned Performance Units  


The number of Earned Performance Units is determined as follows:


		
	a.
	Based on the Company’s Average Annual ROI during the Performance Period, determine the percentage of Earned Performance Units (the “Earned Percentage”) as provided as follows:  


	
				
	Earned Percentage
	 
	Average Annual ROI



	 
	 
	 
	 

	Maximum
	200%
	 
	8.0%

	Target
	100%
	 
	5.0%

	Minimum
	50%
	 
	3.0%






With respect to performance levels that fall between these percentiles, the Earned Percentage will be interpolated on a straight-line basis.  In no event will the Earned Percentage exceed 200%.  


		
	b.
	Determine the number of Earned Performance Units as follows:




Earned Percentage multiplied by Number of Performance Units granted in award


Cap


Notwithstanding anything else to the contrary, and regardless of the foregoing Earned Percentage schedule, Grantee shall in no event be entitled to receive Shares under this Agreement in an amount exceeding the difference of 37,360 minus the aggregate of number of Shares, if any, payable to Grantee as dividend equivalents under Section 7(b) of that certain Restricted Share Unit Agreement between the Company and Grantee dated January 4, 2016.