EX-10.19



 







Exhibit 10.19




2006 CHART EXECUTIVE

INCENTIVE COMPENSATION PLAN




(Effective as of March 1, 2006)




Section 1. Purpose of the Plan



The 2006 Chart Executive Incentive Compensation Plan (the “Plan”) is an important tool to
help focus executive officers of Chart Industries, Inc. (the “Company”) to meet the
financial goals and objectives of the Company. The purpose of the Plan is to attract, retain,
motivate and reward participants by providing them with the opportunity to earn competitive
compensation directly linked to the Company’s performance. The ultimate goal is to enhance
shareholder value and improve bottom line performance by providing meaningful incentives to
executive officers and to financially reward them for attaining predetermined performance
objectives.




Section 2. Definitions





	 	2.1	 	“Board" shall mean the Board of Directors of the Company.
	 
	 	2.2	 	“Bonus" shall mean the cash bonus payable to a Participant pursuant to the Plan.
	 
	 	2.3	 	“Code" shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	2.4	 	“Committee” shall mean the Compensation Committee of the Board or such
other committee designated by the Board to administer the Plan.
	 
	 	2.5	 	“Participant” shall mean an employee of the Company who served or
serves as an executive officer in 2005 or 2006 and has been selected by the Committee
to participate in the Plan.





Section 3. Administration



The Plan shall be administered and interpreted by the Committee; provided, however,
that the Board may, in its sole discretion, take any action designated to the Committee under this
Plan as it may deem necessary. The Committee shall establish the performance objectives and
determine whether and to what extent such performance objectives have been obtained. Any
determination made by the Committee under the Plan shall be final and conclusive. The Committee
may employ such legal counsel, consultants and agents (including counsel or agents who are
employees of the Company or an affiliate) as it may deem desirable for the administration of the
Plan and may rely upon any opinion received from any such counsel or consultant or agent and any
computation received from such consultant or agent. All expenses incurred in the administration of
the Plan, including, without limitation, for the engagement of any counsel, consultant or agent,
shall be paid by the Company. No member or former member of the Board or the Committee shall be
liable for any act, omission, interpretation, construction or determination made in connection with
the Plan other than as a result of such individual’s willful misconduct. The Committee may
delegate its authority under this Plan, in whole or in part, to any subcommittee thereof.




 









 








Section 4. Bonuses




     4.1 The Committee shall establish: (i) the performance objective or objectives and minimum
performance thresholds that must be satisfied in order for a Participant to receive a Bonus for the
2006 fiscal year; and (ii) target and maximum incentive bonuses, which bonuses shall be a
percentage of annual base salary. Such performance objective or objectives, target and maximum
incentive bonuses, minimum performance thresholds and other terms and conditions of receiving the
Bonus shall be communicated to each individual Participant in writing.



     4.2 Actual performance below the 100% performance objective(s) but above the minimum
performance threshold(s) entitles a Participant to a pro-rated payment of his or her individual
target incentive bonus based on the linear relationship between the 100% performance objective(s)
and the minimum performance threshold(s). Actual performance below the minimum performance
threshold for a performance objective will result in no payment based on that objective.



     4.3 Following the end of the 2006 fiscal year, the Committee shall determine (i) whether and
to what extent such performance objective or objectives have been satisfied and (ii) for each
Participant, the actual Bonus to which such Participant shall be entitled, taking into
consideration the extent to which the performance objective or objectives have been met.



     4.4 Each Participant’s Bonus, if any, as determined in accordance with Section 4.3 of the
Plan, shall be paid in cash no later than March 15, 2007.



     4.4 Notwithstanding anything herein to the contrary, unless otherwise set forth in an
employment agreement between the Participant and the Company, (i) a Participant must be actively
employed by the Company on December 31, 2006 in order to be eligible for a Bonus under the Plan,
(ii) a Participant on a leave of absence on December 31, 2006 is not eligible for a Bonus under
this Plan unless and until they return to active work status from such leave of absence, (iii)
Bonuses for Participants newly hired by the Company in 2006 or Participants who experience a leave
of absence during the 2006 fiscal year will be adjusted on a prorated basis (in accordance with a
proration schedule communicated to the Participant in writing), and (iv) executive officers hired
by the Company on or after October 1, 2006 are ineligible to receive a Bonus under the Plan for the
2006 fiscal year and executive officers who work less than 14 weeks during the 2006 fiscal year are
ineligible for a Bonus under the Plan.



Section 6. Termination and Amendment



The Company may amend, suspend or terminate the Plan or any portion hereof at any time and in any
manner, except that no such amendment, suspension or termination shall, without the consent of an
affected Participant, itself reduce the amount to be paid to that Participant under the terms of a
Bonus granted hereunder prior to the date of such amendment or termination.




Section 7. Status of the Plan; No Employment Rights; Non-Assignability



The Plan is intended to constitute an “unfunded” bonus plan. With respect to any payments not yet
made to a Participant by the Company, nothing herein contained shall provide any Participant with
any




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rights that are greater than those of a general, unsecured creditor of the Company. No Participant
shall at any time possess any interest whatsoever in the assets of the Company.




     Neither the establishment of this Plan nor any action taken hereunder or Bonus granted hereunder
shall be held or construed to confer on any Participant the right to a continuation of employment
by the Company or any of its subsidiaries for any period of time.



     Further, no Participant shall have any right to transfer, assign, alienate or encumber any present
or future right or expectation to any benefit hereunder, such rights hereunder being deemed
non-assignable and non-transferable except as required by law.



Section 8. Withholding



The obligations of the Company to make payments under the Plan shall be subject to applicable
federal, state and local tax withholding requirements.




Section 9. Severability



Each provision of the Plan will be interpreted in such manner as to be valid and effective but if
any provision shall be ruled invalid of unenforceable in any jurisdiction by any court of competent
jurisdiction, the invalidity or unenforceability of such provision in such jurisdiction shall not
affect any of the remaining provisions of the Plan and the invalid term shall be deemed to be
replaced in such jurisdiction by a valid term which most closely reflects the intent of the Plan.




Section 10. Governing Law



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




Section 11. Successors and Assigns



The Plan and the obligations of the Company hereunder shall be binding on its successors and
assigns, whether by operation or law or otherwise.




Section 12. Headings



Headings are inserted in this Plan for convenience of reference only and are to be ignored in a
construction of the provisions of the Plan.




Section 13. Compliance with Section 409A



Notwithstanding anything herein to the contrary, if any payment of money or other benefits due to a
Participant hereunder could cause the application of an accelerated or additional tax under Section
409A of the Code, such payments or other benefits shall be deferred if deferral will make such
payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or
other benefits shall be restructured, to the extent possible, in a manner, determined by the Board,
that does not cause such an accelerated or additional tax or result in an additional cost to the
Company.




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The Company shall consult with the Participant in good faith regarding the implementation of the
provisions of this Section 13; provided that neither the Company nor any of its employees or
representatives shall have any liability to the Participant with respect thereto.





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