EX-10.1






Exhibit 10.1




AMENDED AND RESTATED

CHART INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN




STOCK AWARD AGREEMENT AND

DEFERRAL ELECTION FORM

(For Non-Employee Directors)




	 	 	 	 	 
	 

	 	 	 	 
	Participant:
	 	 	 	 
	 

	 	 	 	 





Award Period: 20                    




     1. Award. In consideration for services as a member of Chart Industries, Inc.’s (the
“Company’s”) Board of Directors (the “Board”) in the next fiscal year, the Company
hereby agrees to make four installment payments of shares of common stock of the Company (the
“Shares”) to the Participant during such fiscal year. Alternatively, the Participant may
elect to receive the Shares at the time indicated in the Deferral Election Form below (such date of
later delivery of such Shares pursuant to the Deferral Election Form is referred to herein as the
“Delivery Date”).



     The Company’s obligation to make any such payments shall be subject to, and on the terms and
conditions set forth in, this Stock Award Agreement and Deferral Election Form (this
“Agreement”) and the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan
(the “Plan”) which, as amended from time to time, is incorporated herein by reference and
made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the
meanings attributed to them under the Plan.



     2. Payment of Shares.




     (a) Timing. Except as otherwise provided in a valid and timely submitted
Deferral Election Form, an installment payment will be made on the first business day of
each quarter (each a “Grant Date”) in the next fiscal year provided that the
Participant continues to serve as a non-employee member of the Board on the applicable Grant
Date. If the Participant elects to defer payment of Shares until a later fiscal year,
Shares will be credited to a bookkeeping account as deferred shares (“Deferred
Shares,” the number of which credited to the bookkeeping account on the Grant Date shall
equal the number of Shares then deferred) maintained for the Participant in installments on
each Grant Date provided that the Participant continues to serve as a non-employee member of
the Board on the applicable Grant Date.




     (b) Amount. An installment payment will consist of a number of Shares with a
value of $                     (or such other amount as the Committee may determine) on the applicable
Grant Date. The precise number of Shares to which the Participant will be entitled will be
determined by reference to the closing price of a Share on the principal exchange on which
the Shares trade on the first business day of the applicable quarter or, if the first
business day of the applicable quarter falls on a date on which the Shares are not regularly
traded, the closing price on the most recent trading date for Shares prior to the first
business day of the applicable quarter. Any partial Shares shall be rounded down to the
next whole Share.













 





     3. Dividend Equivalents. Should the Participant elect the deferral of payment of
Shares, then this Section 3 shall apply. If on any date while Deferred Shares are held in the
bookkeeping account hereunder the Company shall pay any cash dividend on the Shares (with a record
date after the Grant Date), the Company shall credit to the Participant’s bookkeeping account and
the Participant shall be entitled to receive, on the Delivery Date, a cash payment equal to: (a)
the number of Deferred Shares held by the Participant as of the related dividend record date,
multiplied by (b) the per Share amount of such cash dividend. In the case of any dividend declared
on Shares (with a record date after the Date of Grant) that is payable in the form of Shares, the
Company shall credit to the Participant’s bookkeeping account and the Participant shall be granted,
as of the Delivery Date, a number of additional Deferred Shares (rounded down to the next whole
Share) equal to: (x) the aggregate number of Deferred Shares that have been held by the
Participant through the related dividend record date, multiplied by (y) the number of Shares
(including any fraction thereof) payable as a dividend on a Share.



     4. Adjustments Upon Certain Events. The Committee shall make certain substitutions or
adjustments to any Deferred Shares subject to this Agreement pursuant to Section 9(a) of the Plan
as it deems equitable, but such substitution or adjustment shall not duplicate the value of any
benefit the Participant shall be entitled to receive under this Agreement.



     5. No Right to Continued Employment. The award evidenced by this Agreement shall
impose no obligation on the Company or any Affiliate to continue the Employment of the Participant
and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment
of such Participant.



     6. No Voting Rights. The Participant shall not have any voting or similar rights with
respect to any Shares or Deferred Shares unless and until Shares have been registered in the
Company’s register of shareholders. Without limiting the foregoing, the Participant shall not have
any voting or similar rights with respect to any Deferred Shares during any period such shares are
subject to a deferral election.



     7. Legend on Certificates. Any Shares issued or transferred to the Participant
pursuant to this Agreement 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, any stock exchange upon which such Shares are listed,
and any applicable federal or state laws or relevant securities laws of the jurisdiction of the
domicile of the Participant, and the Committee may cause a legend or legends to be put on any
certificates representing such Shares to make appropriate reference to such restrictions.



     8. Transferability. Rights hereunder may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant other than by will or by
the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance not permitted by this Section 8 shall be void and unenforceable
against the Company and any Affiliate.



     9. Notices. Any notice under this Agreement shall be addressed to the Company in care
of its Secretary at the principal executive office of the Company and to the Participant at the
address appearing in the records of the Company or its Affiliates for the Participant or to either
party at such



- 2 -









 







other address as either party hereto may hereafter designate in writing to the other. Any such
notice shall be deemed effective upon receipt thereof by the addressee.



     10. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.



     11. Shares Subject to Plan. By entering into this Agreement, the Participant agrees
and acknowledges that the Participant has received and read a copy of the Plan. All Shares are
subject to the Plan. 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 and
prevail.



     12. Modifications. Notwithstanding any provision of this Agreement to contrary, the
Company reserves the right to modify the terms and conditions of this Agreement including, without
limitation, the timing or circumstances of the issuance or transfer of Shares to the Participant
hereunder, to the extent such modification is determined by the Company to be necessary to comply
with applicable law or preserve any intended deferral of income recognition until the issuance or
transfer of Shares hereunder.



     13. 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 thereto and hereto were upon
the same instrument.



     14. Compliance with 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, in compliance with (or exempt
from) 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 compliance with (or
exemption from) Section 409A of the Code and other laws. In no event, however, shall this section
or any other provisions of this 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 Participant (or the
Participant’s beneficiaries) resulting from the terms or operation of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
                                                                                ,
20    .



	 	 	 	 	 	 	 	 	 
	PARTICIPANT	 	 	 	CHART INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 	 

	 	 






- 3 -









 





AMENDED AND RESTATED

CHART INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN




STOCK AWARD AGREEMENT AND

DEFERRAL ELECTION FORM

(For Non-Employee Directors)




     I understand that, as a non-employee director of Chart Industries, Inc. (the
“Company”), I will be entitled to four installment payments of shares of common stock of
the Company (the “Shares”) in the next fiscal year, as specified in the above Agreement.



Normal Time and Form of Payment




     In the absence of a contrary election below, I will receive an installment payment on the
first business day of each quarter in the next fiscal year, to the extent specified in the above
Agreement.



Complete the election below only if you wish to defer all or a portion of each payment until a date
after 20___(i.e., until a date after the fiscal year covered by the above Agreement).



Election to Defer Payment




     I hereby elect to have                                         % (enter a whole percentage between 1% and 100%; if less than
100% the number of Shares deferred will be rounded up to the next whole Share) of any
Shares (and any related dividend equivalents) otherwise payable to me
in 
20___ paid to me at the
following time:



	 	 	 	 	 
	 	 	On [the earli[er][est] of]:
	 
	 	 	 	 
	 

	 	o
	 	                                                             , 20            
         [[or][,]
	 
	 	 	 	 
	 

	 	o
	 	The first day of January following my separation from service with the
Company’s Board of Directors [or]
	 
	 	 	 	 
	 

	 	o
	 	The date of the occurrence of a “change in ownership or effective control”
(as defined under Section 409A of the Internal Revenue Code) of the Company.





An election to defer payments must be submitted to the Company by the last day of the fiscal year
immediately preceding the fiscal year to which the election applies.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Participant:

	 	 	 	 	 	ACKNOWLEDGED	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	                                                            ,	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	for Chart Industries, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 















 





AMENDED AND RESTATED

CHART INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN




STOCK AWARD AGREEMENT AND

DEFERRAL ELECTION FORM

(For Non-Employee Directors)




(Mid-Year Elections)




	 	 	 	 	 
	 

	 	 	 	 
	Participant:
	 	 	 	 
	 

	 	 	 	 





Award Period: 20                    




     1. Award. In consideration for services as a member of Chart Industries, Inc.’s (the
“Company’s”) Board of Directors (the “Board”) in this fiscal year, the Company
hereby agrees to make installment payments of shares of common stock of the Company (the
“Shares”) to the Participant at certain times during the remainder of the fiscal year.
Alternatively, the Participant may elect to receive the Shares at the time indicated in the
Deferral Election Form below (such date of later delivery of such Shares pursuant to the Deferral
Election Form is referred to herein as the “Delivery Date”).



     The Company’s obligation to make any such payments shall be subject to, and on the terms and
conditions set forth in, this Stock Award Agreement and Deferral Election Form (this
“Agreement”) and the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan
(the “Plan”) which, as amended from time to time, is incorporated herein by reference and
made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the
meanings attributed to them under the Plan.



     2. Payment of Shares.




     (a) Timing. Except as otherwise provided in a valid and timely submitted
Deferral Election Form, the first installment payment will be made on the earlier of: (i)
the date of the first meeting of the Board attended by the Participant as a non-employee
director, or (ii) the first business day of the calendar quarter after the Participant
becomes a non-employee director, with each succeeding installment payment during the current
fiscal year made to the Participant on the first business day of each remaining quarter
(each such payment date being a “Grant Date”) in the fiscal year, provided that the
Participant continues to serve as a non-employee member of the Board on the applicable Grant
Date. If the Participant elects to defer payment of Shares until a later fiscal year,
Shares will be credited to a bookkeeping account as deferred shares (“Deferred
Shares,” the number of which credited to the bookkeeping account on the Grant Date shall
equal the number of Shares then deferred) maintained for the Participant in installments on
each Grant Date provided that the Participant continues to serve as a non-employee member of
the Board on the applicable Grant Date.




     (b) Amount. An installment payment will consist of a number of Shares with a
value of $                     (or such other amount as the Committee may determine) on the applicable
Grant Date. The precise number of Shares to which a Participant will be entitled will be
determined by reference to the closing price of a Share on the principal exchange on which













 







the Shares trade on the applicable Grant Date or, if the Grant Date falls on a date on
which the Shares are not regularly traded, the closing price on the most recent trading date
for Shares prior to the Grant Date. Any partial Shares shall be rounded down to the next
whole Share.




     (c) Mid-Year Elections. Special rules apply if a Participant enters the plan
in the middle of a fiscal year. First, the Participant must elect to defer installment
payments within 30 days of becoming a director. If no election is made in this time frame,
installment payments will be made quarterly in that fiscal year. The Participant will have
another opportunity to defer installment payments for the next fiscal year. Second, a
deferral election may only apply to installment payments to be made with respect to calendar
quarters beginning after the date of the election.




     For example, suppose a Participant became a director on April 15 and attended a Board
meeting on that date. The Participant would have to make a deferral election within 30 days
(i.e., before May 15). That election would only become effective for the installment
payments otherwise scheduled to be made for the third and fourth calendar quarters. If the
Participant was to receive an installment payment for the second calendar quarter, it will
be made despite the deferral election.



     3. Dividend Equivalents. Should the Participant elect the deferral of payment of
Shares, then this Section 3 shall apply. If on any date while Deferred Shares are held in the
bookkeeping account hereunder the Company shall pay any cash dividend on the Shares (with a record
date after the Grant Date), the Company shall credit to the Participant’s bookkeeping account and
the Participant shall be entitled to receive, on the Delivery Date, a cash payment equal to: (a)
the number of Deferred Shares held by the Participant as of the related dividend record date,
multiplied by (b) the per Share amount of such cash dividend. In the case of any dividend declared
on Shares (with a record date after the Date of Grant) that is payable in the form of Shares, the
Company shall credit to the Participant’s bookkeeping account and the Participant shall be granted,
as of the Delivery Date, a number of additional Deferred Shares (rounded down to the next whole
Share) equal to: (x) the aggregate number of Deferred Shares that have been held by the
Participant through the related dividend record date, multiplied by (y) the number of Shares
(including any fraction thereof) payable as a dividend on a Share.



     4. Adjustments Upon Certain Events. The Committee shall make certain substitutions or
adjustments to any Deferred Shares subject to this Agreement pursuant to Section 9(a) of the Plan
as it deems equitable, but such substitution or adjustment shall not duplicate the value of any
benefit the Participant shall be entitled to receive under this Agreement.



     5. No Right to Continued Employment. The award evidenced by this Agreement shall
impose no obligation on the Company or any Affiliate to continue the Employment of the Participant
and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the Employment
of such Participant.



     6. No Voting Rights. The Participant shall not have any voting or similar rights with
respect to any Shares or Deferred Shares unless and until Shares have been registered in the
Company’s register of shareholders. Without limiting the foregoing, the Participant shall not have



- 2 -









 







any voting or similar rights with respect to any Deferred Shares during any period such shares
are subject to a deferral election.



     7. Legend on Certificates. Any Shares issued or transferred to the Participant
pursuant to this Agreement 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, any stock exchange upon which such Shares are listed,
and any applicable federal or state laws or relevant securities laws of the jurisdiction of the
domicile of the Participant, and the Committee may cause a legend or legends to be put on any
certificates representing such Shares to make appropriate reference to such restrictions.



     8. Transferability. Rights hereunder may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant other than by will or by
the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance not permitted by this Section 8 shall be void and unenforceable
against the Company and any Affiliate.



     9. Notices. Any notice under this Agreement shall be addressed to the Company in care
of its Secretary at the principal executive office of the Company and to the Participant at the
address appearing in the records of the Company or its Affiliates for the Participant or to either
party at such other address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof by the addressee.



     10. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.



     11. Shares Subject to Plan. By entering into this Agreement, the Participant agrees
and acknowledges that the Participant has received and read a copy of the Plan. All Shares are
subject to the Plan. 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 and
prevail.



     12. Modifications. Notwithstanding any provision of this Agreement to contrary, the
Company reserves the right to modify the terms and conditions of this Agreement including, without
limitation, the timing or circumstances of the issuance or transfer of Shares to the Participant
hereunder, to the extent such modification is determined by the Company to be necessary to comply
with applicable law or preserve any intended deferral of income recognition until the issuance or
transfer of Shares hereunder.



     13. 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 thereto and hereto were upon
the same instrument.



- 3 -









 





     14. Compliance with 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, in compliance with (or exempt
from) 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 compliance with (or
exemption from) Section 409A of the Code and other laws. In no event, however, shall this section
or any other provisions of this 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 Participant (or the
Participant’s beneficiaries) resulting from the terms or operation of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
                       
            , 20                    .



	 	 	 	 	 	 	 	 	 
	PARTICIPANT	 	 	 	CHART INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 	 

	 	 







- 4 -









 








AMENDED AND RESTATED

CHART INDUSTRIES, INC.

2005 STOCK INCENTIVE PLAN




STOCK AWARD AGREEMENT AND

DEFERRAL ELECTION FORM

(For Non-Employee Directors)

(Mid-Year Elections)




     I understand that, as a non-employee director of Chart Industries, Inc. (the
“Company”), I will be entitled to installment payments of shares of common stock of the
Company (the “Shares”) in this fiscal year.



Normal Time and Form of Payment




     In the absence of a contrary election below, I will receive an installment payment on the
first business day of each quarter remaining in this fiscal year, to the extent specified in the
above Agreement.


Complete the election below only if you wish to defer all or a portion of a payment until a date
after this fiscal year.




Election to Defer Payment




     I hereby elect to have                     % (enter a whole percentage between 1% and 100%; if less than
100%, the number of Shares deferred will be rounded up to the next whole Share) of any
Shares (and any related dividend equivalents) otherwise payable to me
in 20___ paid to me at the
following time:



	 	 	 	 	 
	 	 	On [the earli[er][est] of]:
	 
	 	 	 	 
	 

	 	o
	 	                                                             , 20 
                   
[[or][,]
	 
	 	 	 	 
	 

	 	o
	 	The first day of January following my separation from service with the
Company’s Board of Directors [or]
	 
	 	 	 	 
	 

	 	o
	 	The date of the occurrence of a “change in ownership or effective control”
(as defined under Section 409A of the Internal Revenue Code) of the Company.





An election to defer payments scheduled to be made in this fiscal year must be submitted to the
Company within 30 days of the date a Participant becomes a director.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Participant:

	 	 	 	 	 	ACKNOWLEDGED	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	                                                            ,	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	for Chart Industries, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	Date: