EX-10.9



 







Exhibit 10.9




AMENDED AND RESTATED

CHART INDUSTRIES, INC.

VOLUNTARY DEFERRED INCOME PLAN




     THIS AMENDED AND RESTATED PLAN is
made and entered into as of the date indicated below by
Chart Industries, Inc., a corporation with principle offices and place of business in the State of
Ohio, hereinafter referred to as the “Corporation”.



WITNESSETH:




     WHEREAS, the Corporation has previously adopted and established an unfounded deferred
compensation plan primarily for the purpose of providing additional deferred compensation benefits
for a select group of management or highly compensated employees; and



     WHEREAS, effective August 1, 2000, the Corporation has amended and restated the Plan to be
evidenced by and to be in accordance with the terms of the “Amended and Restated Chart Industries,
Inc. Voluntary Deferred Income Plan Agreement” between the Corporation and a select group of
management or highly compensated employees; and



     WHEREAS, the Corporation intends that the Plan shall at all times be administered and
interpreted in such a manner as to qualify for the limited exemption available under section
201(2) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) from selected
provisions of ERISA Title 1;



     NOW, THEREFORE, in consideration of the premises, the Corporation hereby amends and restates
the Chart Industries, Inc. Voluntary Deferred Income Plan, upon and subject to the following terms
and conditions.



DEFINITIONS:




     Account. A bookkeeping account, established by the Corporation in the name of a
Participant and kept as part of the Corporation’s regular books and records, that indicates such
Participant’s interest in the Plan. Each individual participating in the Plan as a Participant
shall have an Account established and maintained in his or her name, and the Corporation (or its
designee) shall credit or charge to such Account (i) any and all amounts deferred hereunder by or
on behalf of such Participant, (ii) any and all amounts credited by the Corporation pursuant to
paragraph 1.03 hereof, (iii) any interest or dividends credited thereto in accordance with this
Plan and (iv) any investment earnings or gain credited, or losses charges, thereto in accordance
with article Four of this Plan, (v) any distributions directly or indirectly charged to such
Participant or his or her beneficiaries hereunder (including direct transfers, and tax
withholdings and remittances); and (vi) any Plan and Plan-related costs or expenses charges
thereto. The existence of such Account shall not create, and shall not be deemed to create, a
trust of any kind, or a fiduciary relationship between the Corporation and the Participant, his or
her designated beneficiary, or other beneficiaries under the Plan.



     Affiliate. Any corporation, partnership, limited liability company, joint venture,
association, or similar organization or entity, which is a member of a controlled group of



 









 





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corporations that includes, or which is under common control with, the Corporation. For purposes
of determining the presence of a “controlled group of corporations,” or “common control,” the
standards set forth in Section 414(b) and 414(c) of the Code and related regulations, as
interpreted and applied by the Corporation acting in its sole discretion, shall apply.




          Calendar
Year. January 1 to December 31.




          Change
in Control. A Change in Control means an occurrence in which:




     (i) a person, including any syndicate or group deemed to be a person, other than the
Corporation’s Employee Stock Ownership Trust, becomes the beneficial owner, directly or
indirectly, of securities of the Corporation having 51% or more of the total number of votes which
may be cast for Directors of the Corporation (as the terms “person”, “directly or indirectly” and
“beneficial owner” are used in Section 13(d)(l) of the Securities Exchange Act of 1934); or



     (ii) 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 Corporation’s shareholders, of
each new director was approved by a vote of at least two-thirds of the Board of Directors then
still in office who were Board of Director members at the beginning of such period.



     Code. The Internal Revenue Code of 1986, as amended or re-codified, and in effect
from time to time.



     Compensation. As applicable, the total salary, bonuses and commissions, or director’s
and meeting fees, paid or due to be paid by the Corporation to a Participant in a Calendar year,
including any amount deferred pursuant to Article One hereof. In addition, other taxable income
incurred by the Executive including income associated with the exercise of Stock Options.



     Corporation. Chart Industries, Inc., a Delaware Corporation. The Corporation shall
act through its board of directors (the “Board”), which may delegate some or all of its rights,
duties and responsibilities to committees of the Board and employees of the Corporation; provided,
that any delegation by the Board shall be in writing.



     Early
Retirement Date. The date the Participant attains 55 years of age.



     Effective
Date. The Plan was originally adopted effective November 6, 1997. The
effective date of this amendment and restatement is August 1,2000.



     Election
of Deferral. A written notice filed by the Participant with the Corporation
in substantially the form attached hereto as Exhibit A, specifying the amount (if any) of
Compensation to be deferred.



     Eligible
Individual. Any individual employed by the Corporation or an Affiliate (or
both) who has been selected by the president of the Corporation (acting in his sole discretion) to
participate herein. Such term shall include any individual who serves as a non-employee director



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of the Corporation. Any individual who qualifies as an Eligible individual shall be entitled to
participate herein in accordance with the provisions of paragraph 1.01 hereof.




     ERISA. The Employee Retirement Income Security Act of 1974, as amended and then in
effect.



     Normal Retirement Date. The date the Participant attains 65 years of age or such other
date as may be mutually agreed to.



     Participant. An Eligible Individual who participates in the Plan.



     Participant Annual Deferral. The portion of a Participant’s Compensation that he or
she elects to defer for a Calendar Year.



          Plan. This Plan, together with any and all amendments or supplements thereto.




          Plan Administrator. The Corporation.




           Plan Year. The Calendar Year.




ARTICLE ONE




          1.01
Eligibility, (a) Any individual who is an Eligible Individual may become a Participant
in the Plan as of the first day of the Plan Year next following the date such individual becomes an
Eligible Individual. As a condition of participation, each Eligible Individual shall be required to
execute a participation agreement in the form annexed hereto as
Exhibit B. (b) Once an Eligible
Individual becomes a Participant, he or she shall remain a Participant until death, or if earlier,
until his or her Account is fully distributed; however, an individual shall only be an active
Participant while an Eligible Individual, (c) In the case of any Individual who first becomes a
Participant after the Effective Date, the Plan Administrator shall specify the date as of which
such Individual commences participation hereunder.




          1.02 Deferral Election. Commencing on the Effective Date, and continuing through the
date on which an Eligible Individual ceases to qualify as an eligible individual, an eligible
individual shall be entitled to elect to defer, and to have credited to his or her Account, up to
100% of his or her Compensation. Any amounts not paid to an Eligible Individual because it has been
deferred shall be credited to such Individual’s Account within (30 days) of the date such amounts
otherwise would have been paid to such Individual.




          1.03 Crediting Corporate Amount. From time to time, the Corporation may credit each
Participant’s Account, in amounts using such methods, allocation criteria and standards, as the
Corporation shall determine in its sole discretion. Any amounts so credited shall be credited to
the Participant’s Account within (30 days) following the date such amounts are declared.




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ARTICLE TWO




          2.01
Responsibility for Administration of the Plan. (a) The Plan Administrator shall be
responsible for the management, operation and administration of the Plan. The Plan Administrator
may employ others to render advice with regard to its responsibilities under this Plan. It may also
allocate its responsibilities to others and may exercise any other powers necessary for the
discharge of its duties, (b) The primary responsibility of the Plan Administrator is to administer
the Plan for the benefit of the Participants and their beneficiaries, subject to the specific terms
of the Plan. The Plan Administrator shall administer the Plan in accordance with its terms and
shall have the power to determine all questions arising in connection with the administration,
interpretation and application of the Plan. Any such determination shall be conclusive and binding
upon all persons. The Plan Administrator shall have all powers necessary or appropriate to
accomplish its duties under the Plan.




          2.02 Information from Corporation. The Corporation and each Affiliate shall provide to the
Plan Administrator, on an accurate and timely basis, the information needed to properly administer
the Plan. The Plan Administrator may rely upon the correctness of all such information as is so
supplied and shall have no duty or responsibility to verify such information. The Plan
Administrator shall also be entitled to rely conclusively upon all tables, valuations,
certifications, opinions and reports furnished by any actuary, accountant, controller, counsel or
other person employed or engaged by the Plan Administrator with respect to the Plan.




          2.03 Investments. The Corporation shall determine, in its sole discretion, whether to
dedicate or encumber corporate assets, or engage in investment activities, to place the Corporation
in a position to discharge and otherwise satisfy its liabilities under the Plan. Notwithstanding
the preceding sentence to the contrary, each Participant with an interest in the Plan acknowledges,
consents and agrees that his or her rights under the Plan are defined by, and limited to, such
Participant’s Account, and that he or she has no right, title or interest to, or any interest in or
claim to (whether at law or in equity) any investments made or funds established by the Corporation
to facilitate the discharge of the Company’s Plan liabilities.




ARTICLE THREE




          3.01 Vesting of Plan Interests. Regardless of the circumstances under which a
Participant’s relationship with the Corporation terminates, that portion of the Participant’s
Account attributable to deferrals made pursuant to Paragraph 1.02, including any investment gains
or losses on such Deferrals, shall be 100% vested. Contributions by the Corporation credited to
said Participant’s Account (whether pursuant to paragraph 1.03, or otherwise), including any
investment gains or losses on such contributions, will vest in accordance with the following
schedule:




	 	 	 	 	 
	Completed
Years of Plan Participation	 	Vested
Percentage
	               Less than 1
	 	 	0	%
	               1 but less than 2
	 	 	33	%
	               2 but less than 3
	 	 	67	%
	               3 or more
	 	 	100	%






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provided, that if a Participant’s relationship with the Corporation and all Affiliates terminates
prior to the completion of three (3) Completed Years of Plan participation, such Participant shall
forfeit the forfeitable portion of his or her Account; and provided, further, that if a
Participant’s relationship with the Corporation and all Affiliates terminates or is terminated
“for cause,” no benefits of any kind will be payable under the terms of this Plan, other than such
Participant’s interest in deferrals made pursuant to paragraph 1.02 hereof.




          3.02 Vesting Upon Change In Control. Immediately upon any Change in Control,
notwithstanding any other contrary provisions herein (including, without limitation, paragraph
3.01 hereof), each Participant’s interest in all amounts credited to his Account under this Plan
shall fully and immediately vest and become nonforfeitable, and all forfeiture provisions
otherwise imposed hereunder (including those set forth in paragraph 3.01 hereof) shall be null,
void and unenforceable and have no further force or effect.




ARTICLE FOUR




          4.01 Earnings or Losses on Deferred Amounts. The Corporation hereby agrees that it
will credit the Participant’s Account in an amount equal to the investment earnings or losses
attributable to such Participant’s Account. For this purpose, a Participant’s Account shall be
assumed to have been invested in the fund or funds selected by the Participant on or about the day
the monies would otherwise have been payable were it not for the election to defer. Each
Participant shall have the right to select, from the funds made available by the Plan
Administrator, the fund or funds in which his or her Account shall be
deemed to be invested and, to change that election once per month. All changes made prior to the 20th of the month will be
effective on the first day of the following month. Changes made after the 20th of the month will
be effective on the first day of the succeeding month.




ARTICLE FIVE




          5.01 Election to Defer Compensation. The Participant may defer all or a portion of his
or her Compensation by filing an Election of Deferral. An Election of Deferral must be filed prior
to the beginning of the Calendar Year to which it pertains and shall be effective on the first day
of such Calendar Year; however, for the Plan Year in which an Eligible Individual first becomes
eligible to participate in the Plan, such election must be made before the effective date of
participation, and only Compensation earned after the date of election shall be taken into account.
Each Election of Deferral shall be effective only in the Calendar Year to which the Election of
Deferral applies. Any subsequent Election of Deferral, to be effective must be filed prior to the
beginning of the Calendar Year in which deferral is sought.




          5.02 Petition to Cease Deferrals Mid-Year. In the event a Participant incurs a
financial hardship as defined in paragraph 10.03, the Participant may petition the Plan
Administrator to allow for a cessation of the monies being deferred hereunder during the Calendar
Year. It shall be at the sole discretion of the Plan Administrator, after considering the
circumstances of each such case, to either grant or reject such a request and, if granted, the
Participant shall be prohibited from making deferrals under paragraph 1.02 for the remainder of the
Calendar Year in question and for the next succeeding Calendar Year.




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ARTICLE SIX




          6.01 Retirement Benefit. From and after the retirement of the Participant from the
service of the Corporation or an Affiliate, upon reaching his or her Normal Retirement Date or
Early Retirement Date, the Corporation shall thereafter pay to the Participant his or her Account.
Such Account shall be payable in either a lump sum, or in equal annual installments for a period of
years, as designated by the Participant in the form attached hereto as Exhibit A. In the event no
designation is made by the Participant, distribution shall be made in the form of a lump sum. The
amount of each annual installment shall be determined at the sole discretion of the Plan
Administrator based on the value of the Participant’s Account at the date of retirement and on
prevailing interest rates at that time. Such payments shall commence on or about the first day of
the first month following the Participant’s retirement.




          6.02 Accelerated Payments. The Plan Administrator may make payment of all or a part of
the Participant’s Retirement Account balance before any payments would otherwise be due, if, (a)
the Plan Administrator reasonably determines that a change in the federal tax or revenue laws, a
published ruling or similar announcement issued by the Internal Revenue Service, a regulation
issued by the Secretary of the Treasury, a decision by a court of competent jurisdiction involving
a Participant or a beneficiary, or a closing agreement made under 7121 of the Code that is approved
by the Internal Revenue Service and involves a Participant, causes or likely will cause a
Participant to recognize income under the Plan for they are to be paid to the Participant; or (b) a
Plan interest is awarded or otherwise becomes payable to a former spouse of a Participant, by court
order as part of a division or partition of marital property; or (c) there occurs a Change in
Control (as defined in paragraph 3.02 hereof). In the event any such accelerated payment is
determined to be necessary, distributions will be made as soon as practicable after such
determination is made, and all Participants will receive such accelerated payments in the same form
of distribution.




ARTICLE SEVEN




          7.01 Disability Benefit. The Participant shall be entitled to receive payments
hereunder prior to his or her Normal Retirement Date if it is determined by a duly licensed
physician selected by the Corporation that, because of ill health, accident, or disability, the
Participant is no longer able to properly and satisfactorily perform his or her regular dirties for
the Corporation. If the Participant’s relationship with the Corporation terminates pursuant to this
paragraph, the benefit payable hereunder shall be the vested value of the Participant’s Account on
the date of the physician’s disability determination. The Disability Benefit payable under this
Article shall be payable in either a lump sum, or in equal annual installments for a period of
years, as designated by the Participant in the form attached hereto as Exhibit A (Election Deferral
Form). In the event no designation is made by the Participant, distribution shall be made in the
form of a lump sum. Such payments shall commence on or about the first day of the third month
following the determination of disability.




ARTICLE EIGHT




          8.01 Death Benefit Prior to Commencement of Benefits. In the event of the
Participant’s death prior to commencement of benefit payments, the Corporation shall distribute





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such Participant’s Account as soon as practicable following the date of such Participant’s death
in either a lump sum, or in equal annual installments for a period of years, as designated by the
Participant in the form attached hereto as Exhibit A. If no designation is made, payment shall be
made in the form of a lump sum. Such payment shall be distributed to the Participant’s beneficiary
in accordance with the last beneficiary designation received by the Corporation from the
Participant prior to his or her death. If no such designation has been received by the
Corporation, such payment shall be made to the Participant’s surviving legal spouse. If there is
no such surviving legal spouse, or if such spouse shall fail to so appoint, such payment shall be
made to the then living children of the Participant, if any, in equal shares. If there are no
surviving children, then payment will be made to the estate of the later to die of the Participant
and (if any) his or her legal spouse. Such payment shall be made on or about the first day of the
third month following the Participant’s death; provided, that the Plan Administrator in its sole
discretion may delay payment of the benefit described in this paragraph for a period not to exceed
one hundred eighty (180) days, in order to resolve any dispute arising over the proper identity of
the parties entitled to receive such payment.




          8.02 Death Benefit After Commencement of Benefits. In the event a Participant dies
after the commencement of benefit payments, but prior to the completion of all such payments due
and owing hereunder, the Corporation shall continue to make such payments, in installments over
the remainder of the period specified in Exhibit A hereof, as if the Participant had survived.
Such continuing payments shall be made to the Participant’s designated beneficiary in accordance
with the last such designation received by the Corporation from the Participant prior to his or
her death. If no such designation has been received by the Corporation, such payments shall be
made to the Participant’s surviving legal spouse. If such spouse dies before receiving all
payments to which he or she is entitled hereunder, then payments shall continue, for the remainder
of the payment period, to such person or persons, including his or her estate, as he or she may
designate in the last beneficiary designation received by the Corporation from such spouse prior
to his or her death. If the Participant is not survived by a legal spouse, or if such spouse shall
fail to so appoint, then said payments shall be made to the then living children of the
Participant, if any, in equal shares. If there are no surviving children, the payments will be
made to the estate of the later to die of the Participant and (if any) his or her legal spouse.
Such continuing payments shall commence as of the first day of the first month following the
Participant’s death.




ARTICLE NINE




          9.01 Termination Benefits. In the event the Participant’s relationship with the
Corporation and all Affiliates terminates for any reason other than death, disability or for cause,
the Corporation shall pay to the Participant a Termination Benefit. The amount payable shall be
equal to the Participant’s vested Account at the date of termination and shall be payable in either
a lump sum, or in equal annual installments for a period of years, as designated by the Participant
in the form attached hereto as Exhibit A. In the event no designation is made by the Participant,
distribution shall be made in the form of a lump sum. Payments shall commence on or about the first
day of the third month following the date of termination.




          9.02 Termination for Cause. Termination “for cause” shall mean (i) conviction of robbery,
bribery, extortion, embezzlement, fraud, grand larceny, burglary, perjury,




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income tax evasion, misapplication of company funds, false statements in violation of 18 U.S.C.
Sec, 1001, and any other felony that is punishable by a term of imprisonment of more than one
year, of (ii) any breach of the Participant’s duty of loyalty to the Corporation, any acts of
omission in the performance of his company duties not in good faith or which involve intentional
misconduct or a knowing violation of law, or any transaction in the performance of his company
duties from which the Participant derived an improper personal benefit. In the event the
Participant’s relationship with the Corporation and all Affiliates is terminated for cause, no
benefits (other than those attributable to the Participant’s deferrals) will be due or payable
under the terms of the Plan, and such Participant’s Account (less such Participant’s interest in
the Account attributable to deferrals) shall be forfeited.




ARTICLE TEN




          10.01 Application for Hardship Distribution. In the event a Participant incurs a
financial hardship, as hereinafter defined, such Participant may apply to the Plan Administrator
for a hardship distribution. After the Participant’s death, his or her beneficiary may apply for a
hardship distribution, and references herein to the Participant shall include the beneficiary. The
Plan Administrator shall consider the circumstances of each such case, and the best interests of
the Participant and his or her family, and shall have the right, in its sole discretion, to allow
such application, in full or in part, or to refuse to make a hardship distribution.




          10.02 Amount of Distribution. In no event shall the amount of any hardship distribution
exceed the lesser of: (a) The portion of the Participant’s Account attributable to his or her
deferrals pursuant to paragraph 1.02 hereof, including any investment earnings or losses thereon,
or (b) that amount determined by the Plan Administrator to be necessary to alleviate the hardship,
including any taxes payable by the Participant as a result of receiving such hardship distribution,
and which is not reasonably available from other resources of the Participant.




          10.03 Financial Hardship. For purposes of this Article, a “financial hardship” means an
immediate and heavy financial need of the Participant which is described in section
1.401(k)-l(d)(iv)(A) of the Treasury Department regulations relating to qualified cash or deferred
arrangements.




          10.04 Further Deferrals. A Participant who receives a hardship distribution shall be
prohibited from making deferrals under paragraph 1.02 for the remainder of the Calendar Year in
which the distribution is made and for the next succeeding Calendar Year.




          10.05 Rules Adopted by Plan Administrator. The Plan Administrator shall have the
authority to adopt additional rules relating to hardship distributions. In administering these
rules, the Plan Administrator shall act in accordance with the principle that the primary purpose
of this Plan is to provide additional retirement income, not additional funds for current
consumption.




          10.06 Limit on Number of Hardship Distributions. No Participant may receive more than
one hardship distribution in any Calendar Year.




          10.07 In-Service Distribution. At the time of completing an “Election of Deferral”, the
Executive may elect to receive an In-Service Distribution. The amount of the





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Distribution is the lesser of either: (a) the In-Service Withdrawal amount designated by the
Participant on Exhibit A or the Account Value attributable to the participant deferrals. The
Distribution shall be payable in a lump sum on the In-Service Withdrawal Date. The In-Service
Withdrawal Date shall be the later of either: (a) the In-Service Withdrawal Date set forth on
Exhibit A or (b) a date twenty-four (24) months after the Election Date. No In-Service Withdrawal
shall be effective unless it is elected on an Election of Deferral submitted and dated as provided
on Exhibit A.




ARTICLE ELEVEN




     11.01 Beneficiary Designation. The Participant shall have the right, at any time, to submit
in substantially the form attached hereto as Exhibit C, a written designation of primary and
secondary beneficiaries to whom payment under this Plan shall be made in the event of his or her
death prior to complete distribution of the benefits payable. The Corporation shall have the right,
in its sole discretion, to reject any beneficiary designation, which is not in substantially the
form attached hereto as Exhibit C. Any attempt to designate a beneficiary, otherwise than as
provided in this Article, shall be ineffective.



ARTICLE TWELVE




     12.01 No Fund Created. The benefits provided under this Plan shall not be funded or
financed by the Corporation in any manner, and no escrow, trust fund, insurance contract or
contracts or other funding medium shall be established or purchased by the Corporation for the
benefit of the Participants or their beneficiaries. All benefits under the Plan shall be payable
solely from the general assets of the Corporation, The undertakings of the Corporation herein
constitute merely the unsecured promise of the Corporation to make the payments and provide the
benefits set forth herein. Notwithstanding the prior provisions of this paragraph 12.01, or any
other seemingly contrary provision of the Plan, the Corporation may set aside, in a separate
account, “rabbi trust,” or similar vehicle, amounts intended to be used for the payment of benefits
hereunder, or may purchase insurance contracts in its own name for the purpose of the payment of
benefits hereunder. Such setting aside or purchase shall not, however, result in this Plan being
considered as “funded” either for federal income tax purposes or under ERISA.



     12.02 Benefits Payable Only From General Corporate Assets: (Unsecured General Creditor
Status of Participant). (a) Payments to the Participant or any beneficiary hereunder shall be
made from assets which shall continue, for all purposes, to be part of the general, unrestricted
assets of the Corporation; and no individual shall have any interest in any such asset by virtue of
any provision of this Plan. The Corporation’s obligation hereunder shall be an unfunded and
unsecured promise to pay money in the future. To the extent that any individual acquires a right
to receive payments from the Corporation under the provisions hereof, such right shall be no
greater than the right of any unsecured general creditor of the Corporation; no such individual
shall have or acquire any legal or equitable right, interest or claim in or to any property or
assets of the Corporation. (b) In the event that, in its discretion, the Corporation purchases an
insurance policy or policies insuring the life of a Participant (or any other property), to allow
the Corporation to recover or meet the cost of providing benefits, in whole or in part, hereunder,
no Participant or beneficiary shall have any rights whatsoever therein or in the



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proceeds therefrom. The Corporation shall be the sole owner and beneficiary of any such
insurance policy or property and shall possess and may exercise all incidents of ownership therein.




     12.03 No Contractual Relationship. Nothing contained herein shall be construed to be
a contract for personal services for any term of years, nor as conferring upon the Participant the
right to continue to render services to the Corporation in his or her present capacity or in any
capacity. It is expressly understood that this Plan relates to the payment of deferred
compensation for the Participant’s services, payable after such Participant’s relationship with the
Corporation terminates, and is not intended to be a personal services contract.



     12.04 Interests Not Transferable. No Participant or beneficiary under this Plan
shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise
encumber any part of all of the interest otherwise distributable hereunder. No such Plan
interest shall be subject to seizure by any creditor of any such Participant or beneficiary,
by a proceeding at law or in equity, nor shall such amounts be transferable by operation of
law in the event of bankruptcy, insolvency or death of the Participant or beneficiary. Any
such attempted assignment shall be void. No such right, benefit or interest shall be liable
for or subject to the debts, contracts, liabilities, or torts of the individual entitled to
such benefits, including claims for alimony, support, or separate maintenance by the spouse or
ex-spouse of the Participant. If a Participant should become insolvent or bankrupt, or
attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to
benefits under this Plan, such Participant’s interest in the Plan, in the discretion of the
Plan Administrator, shall be extinguished. In such event, the Plan Administrator in its sole
discretion may hold or apply the interest at issue, or any part thereof, for the benefit of
such Participant, such Participant’s spouse, or such Participant’s beneficiary, in such manner
as the Plan Administrator in its sole discretion may deem proper. Notwithstanding the
generality of the foregoing, the Corporation shall have the unrestricted right to set off
against or recover out of any payments or benefits becoming payable to or for the benefit of a
Participant, at the time such payments or benefits otherwise become payable hereunder, any
amounts owed or owing to the Corporation by such Participant.



     12.05 Indemnification Against Third Party Claims. Each Participant, by executing
a Participation Agreement and becoming a Participant hereunder, acknowledges and agrees to
indemnify and hold the Corporation harmless from and against any damages, losses and expenses
(including without limitation litigation costs incurred by the Corporation in connection with
the administration of the Plan) arising from third-party claims disputes involving such
Participant’s Plan interest (including without limitation, tax
liens and levies, creditors’ claims, garnishment and bankruptcy proceedings, and proceedings
in domestic relations court).



     12.06 Hold Harmless of Corporate Agents. The Corporation, and its directors, officers and
employees, shall be free from liability, joint or several, for personal acts, omissions, and
conduct, and for the acts, omissions and conduct of duly appointed agents, in the administration of
this Plan so long as taken in good faith.



     12.07 Taxes; No Guarantee of Tax Consequences. The Corporation shall be entitled to
withhold and remit any federal, state and local taxes from any distribution made hereunder which
such Corporation believes are necessary, appropriate, or required by relevant



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law, regulation or ruling, The Corporation makes no representation, warranty or guarantee of any
federal, state or local tax consequences of participation in the Plan to any Participant of
beneficiary thereof, of any personal representative or attorney-in-fact for any such Participant or
beneficiary.




ARTICLE THIRTEEN




     13.01 Claim Procedure. A person who believes that he or she is being denied a benefit to
which he or she is entitled under the Plan (hereinafter referred to as a “Claimant”) may file a
written request for such benefit with the Corporation, setting forth his or her claim. The request
must be addressed to the Board.



     13.02 Claim Decision. Upon receipt of a claim, the Corporation shall advise the Claimant
that a reply will be forthcoming within 90 days and the Plan Administrator shall, in fact, deliver
such reply within such period. The Plan Administrator may, however, extend the reply period for an
additional 90 days for reasonable cause. If the claim is denied in whole or in part, the Plan
Administrator shall adopt a written opinion, using language calculated to be understood by the
Claimant, setting forth:




	i.	 	The specific reason or reasons for such denial;
	 
	ii.	 	Specific reference to pertinent provisions of this Plan on which such denial is based;
	 
	iii.	 	A description of any additional material or information necessary for the Claimant to perfect
his or her claim and an explanation why such material or such information is necessary;
	 
	iv.	 	Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim
for review; and
	 
	v.	 	The time limits for requesting a review, and for conducting the review, under subsection iv
hereof.





     13.03 Request for Review. Within 60 days after receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Corporation review the Plan
Administrator’s determination. Such request must be addressed to the Secretary of the Corporation
at its then principal place of business. The Claimant or his or her duly authorized
representative may, but need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Corporation. If the Claimant does not request a review of the
determination within such 60-day period, he or she shall be bared and estopped from challenging the
determination.



     13.04 Review of Decision. Within 60 days after the Corporation’s receipt of a request
for review, it will review the Plan Administrator’s determination. After considering all materials
presented by the Claimant, the Corporation will render a written opinion, written in a manner
calculated to be understood by the Claimant, setting forth the specific reasons for the decision
and containing specific references to the pertinent provisions of this Plan on which the decision
is based. If special circumstances require that the 60 day time period be extended, the



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Corporation will so notify the Claimant and will render the decision as soon as possible, but no
later than 120 days after receipt of the request for review.




     13.05 Effect of Reviewed Decision. A final decision by the Corporation, made following a
review conducted in accordance with the provisions of paragraph 13.04 hereof, shall be final,
conclusive and binding of the Claimant, such Claimant’s dependents and/or beneficiaries, and such
Claimants heirs and assigns



ARTICLE FOURTEEN




     14.01 Amendment. This Plan may be amended or terminated by the Corporation at any time,
without notice to or consent of any person. Any such amendment or termination shall take effect as
of the date specified therein and, to the extent permitted by law, may have retroactive effect.
However, no such amendment or termination shall reduce (i) the amount then credited to the
Participant’s Account, or (ii) his or her vested percentage under paragraph 3.01. If the Plan is
terminated, benefits will be distributed in accordance with Article Six hereof. Any other provision
of this Plan to the contrary notwithstanding, the Plan may be amended by the Corporation at any
time, and retroactively if required to the extent that, in the opinion of the Corporation, such
amendment is needed to ensure that the Plan will be characterized as a plan maintained principally
for a select group of management or highly compensated individuals, as described in sections
201(2), 301(a)(3) and 401(a)(l) of ERISA, or to conform the Plan to the requirements of any
applicable law, including ERISA and the Code. No such amendment shall be considered prejudicial to
any interest of a Participant or beneficiary hereunder.



ARTICLE FIFTEEN




     15.01 Notice. Any notice, consent or demand required or permitted to be given under the
provisions of this Plan shall be in writing, and shall be signed by the party giving or making the
same. If such notice, consent or demand is mailed, it shall be sent by United States certified
mail, postage prepaid, addressed to the addressee’s last known address as shown on the records of
the Corporation. The date of such mailing shall be deemed the date of notice, consent or demand.
Any person may change the address to which notice is to be sent by giving notice of the change of
address in the manner aforesaid.



ARTICLE SIXTEEN




     16.01 Facility of Payment. If a distribution is to be made to a minor, or to a person who
is otherwise incompetent, then the Plan Administrator may, in its discretion, make such
distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom the
payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the
person having custody of an incompetent payee. Any such distribution shall fully discharge the Plan
Administrator, the Corporation and Plan from further liability on account thereof.



ARTICLE SEVENTEEN




     17.01 Board Authority. The Board shall have full power and authority to interpret,
construe, and administer this Agreement and the Board’s interpretations and



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constructions thereof, and actions thereunder, including any valuation of the Participant’s Account
or the amount or recipient of any distribution to be made therefrom, shall be binding and
conclusive on all persons for all purposes, subject to the terms and conditions of Article 12. No
member of the Board shall be liable to any person for any action taken or admitted in connection
with the interpretation and administration of this Agreement unless attributable to their willful
misconduct or lack of good faith.




ARTICLE EIGHTEEN




     18.01 Governing Law. The Plan and the right and obligations of all persons hereunder
shall be governed by and construed in accordance with the laws of the State of Ohio, other than its
laws regarding choice of law, to the extent that such state law is not preempted by federal law.



     18.02 Entire Agreement. This Plan instrument, and Exhibits A, B and C (incorporated
herein by reference) represent the entire agreement and understanding between the Corporation and
those individuals having or acquiring an interest hereunder. Accordingly, all prior or
contemporaneous oral statements and writings hereby are superseded.


IN WITNESS WHEREOF, the Corporation has executed this Plan as of this 27 day of , September 2000.




	 	 	 	 	 
	ATTEST;	 	CHART INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Mark H. Ludwig 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director, Human Resources
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	/s/ Mark H. Ludwig 
	 

	 	 	 	 





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