Exhibit 10.1

AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN

PERFORMANCE UNIT AGREEMENT

     THIS PERFORMANCE UNIT AGREEMENT (the “ Agreement ”), is entered into as of this            day of                      , 20       (the “ Grant Date ”), by and between Chart Industries, Inc., a Delaware corporation (the “ Company ”), and                                                              (the “ Grantee ”).

WITNESSETH :

      WHEREAS , the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) administers the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive 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.		“ Performance Period ” means the period set forth in Exhibit A.
	b.		“ Performance Requirements ” means the performance measures set forth in Exhibit A.
	c.		“ Performance Unit ” means a unit representing the right to receive a Share after completion of the Performance Period provided that the Performance Requirements have been satisfied.
	d.		“ Retirement ” (or variations thereof) means a voluntary separation from service with the Company, its Subsidiaries and its Affiliates, under circumstances indicative of retirement, after attaining age 60 and completing 10 years of service with such entities.

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,                      (       ) Performance Units. 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 or, if the Committee so elects, the cash equivalent, 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 Committee shall determine in its sole and exclusive discretion whether the Grantee’s Employment has terminated because of his or her Disability. 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 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, or, if the Committee so elects, cash, determined in accordance with subsection (a) above shall be issued or paid 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 or, if the Committee so elects, the cash equivalent; 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 or, if so elected, the cash equivalent, 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. For purposes of this Agreement, the cash equivalent of Shares is their Fair Market Value on the date of payment. Upon payment of the cash equivalent 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, the Committee elects not to make payments in cash 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 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 a liquidation, recapitalization, reorganization, redesignation or reclassification, split-up, reverse split, merger, consolidation, dividend, combination or exchange of Performance Units or Shares, exchange for other securities, a sale of all or substantially all assets or the like. The Committee may appropriately adjust the number and kind of performance units or Shares described in this Agreement to reflect such a change. Section 9 of the Plan shall control in the event of any inconsistency between that section and this Section 10.

     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 last day of the Performance Period; or (c) the date that Shares are delivered to the Grantee (or his or her beneficiary or beneficiaries) or the date of payment of the cash equivalent thereof 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.

     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 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, its Subsidiaries and the Committee 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.

     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.

     24.  Withholding . The Grantee may 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 Performance Units or Shares, or any payment or transfer under or with respect to the Performance Units 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. The Participant may elect to pay any or all such withholding taxes as provided for in Section 4 of the Plan.

     25.  Code Section 409A . It is intended that this Agreement and the compensation and benefits hereunder either be exempt from, or comply with, Internal Revenue Code Section 409A, and this Agreement shall be so construed and administered. If the Company reasonably determines that any compensation or benefits awarded or payable under this Agreement may be subject to taxation under Section 409A, the Company, after consultation with the Grantee, shall have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it determines necessary or appropriate to: (a) exempt the compensation and benefits payable under this Agreement from Section 409A; or (b) comply with the requirements of Section 409A. In no event, however, shall this Section or any other provisions of the Plan or this Agreement be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or awards or payments under, this Agreement and the Company shall have no responsibility for tax consequences of any kind, whether or not such consequences are contemplated at the time of entry into this Agreement, to Grantee (or his beneficiary) resulting from the terms or operation of this Agreement.

      IN WITNESS WHEREOF , the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has hereunto set his hand.

Grantee						Chart Industries, Inc.
						By:
Print Name:						Its:
Date:						Date:

EXHIBIT A

PERFORMANCE REQUIREMENTS

Performance Period

The Performance Period begins on July 1, 2007 and ends on December 31, 2009.

Performance Measures

The Performance Measures are:

1.

Relative Total Shareholder Return (“RTSR”) - RTSR is determined by comparing the total shareholder return of the Company with the total shareholder return of the peer group of companies designated on Exhibit B. Total shareholder return is the result of (a) minus (b), plus (c), divided by (d), where:

	a.		is the Share price on December 31, 2009;
	b.		is the Share price on July 1, 2007;
	c.		is the Dividends over the Performance Period; and
	d.		is the Share price on July 1, 2007.

For purposes of this formula , “Dividends” includes regular dividends, special or one-time dividends, Share buybacks and other payments or distributions from the Company to holders of Shares and, in the case of peer group companies, from each of those companies to the holders of their common stock of any class.

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 the RTSR as it deems necessary or appropriate to account for extraordinary or non-recurrent events affecting the Company or the peer group companies. Without limiting the foregoing, the Committee may make appropriate adjustments to the RTSR to reflect a merger, asset sale, spin-off, stock split, stock dividend, public offering, bankruptcy or liquidation affecting the Company or any peer group company.

2.

EBITDA Growth - EBITDA Growth is determined by reference to the adjusted compounded annual growth rate of adjusted earnings of the Company before interest, taxes, depreciation and amortization (“EBITDA”) over the Performance Period. For this purpose, adjustments shall include stock-based compensation expenses, expenses related to stock offerings, acquisitions, dispositions, restructuring charges, gain or loss on sale of non-operating assets, income or expenses related to the adoption of accounting principles, income or loss from

discontinued operations and any other extraordinary items ( e.g. , hurricane losses, etc.) deemed to be adjustments by the Committee.

Earned Performance Units

The Performance Units subject to, respectively, the RTSR and EBITDA Growth Performance Measures shall become, respectively, RTSR Earned Performance Units and EBITDA Earned Performance Units (collectively, the “Earned Performance Units”), as determined pursuant to the methodologies set forth below:

1.

RTSR Earned Performance Units

RTSR Earned Performance Units are determined as follows:

	a.		Measure total shareholder return for the Performance Period for the Company and for each entity that makes up the peer group (the companies listed on Exhibit B are the “Peer Group”).
	b.		Determine the percentile ranking of the Company compared to the Peer Group based upon the cumulative total shareholder return over the Performance Period.
	c.		Determine the percentage of earned Performance Units (the “RTSR Earned Percentage”) as follows:

With respect to performance levels that fall between these percentiles, the RTSR Earned Percentage will be interpolated on a straight-line basis. In no event will the RTSR Earned Percentage exceed 150%.

d.

Determine the number of earned Performance Units (“RTSR Earned Performance Units”) as follows:

50%           X           RTSR Earned Percentage           X           Number of Performance Units

2.

EBITDA Earned Performance Units

EBITDA Earned Performance Units are determined as follows:

a.

Measure the Company’s adjusted EBITDA (i) for the final year of the Performance Period (the “Final LTM EBITDA”) and (ii) for the twelve months ended June 30, 2007 (the “Base LTM EBITDA”).

	b.		Calculate the compound annual percentage growth rate (the “EBITDA Growth”) for the Performance Period based on the relationship of Final LTM EBITDA to Base LTM EBITDA, and giving effect to a 2.5-year period.
	c.		Based on such EBITDA Growth, determine the percentage of earned Performance Units (the “EBITDA Earned Percentage”) as provided on Exhibit C.
	d.		Determine the number of earned Performance Units (“EBITDA Earned Performance Units”) as follows:

50%            X           EBITDA Earned Percentage            X           Number of Performance Units

EXHIBIT B

PEER GROUP

		Air Products & Chemicals Inc.
		Airgas Inc.
		Altra Holdings Inc.
		Ampco-Pittsburgh Corp.
		Barnes Group Inc.
		Cameron International Corp.
		Circor Intl. Inc.
		Columbus McKinnon Corp.
		Dresser-Rand Group Inc.
		Enpro Industries Inc.
		Gorman-Rupp Co.
		Grant Prideco Inc.
		Hanover Compressor Co.
		Kaydon Corp.
		Lufkin Industries, Inc.
		National Oilwell Varco Inc.
		Powell Industries Inc.
		Praxair Inc.
		Robbins & Myers Inc.
		Universal Compression Holdings

With respect to performance levels that fall between these attained percentages, the EBITDA Earned Percentage will be interpolated on a straight-line basis. In no event will the EBITDA Earned Percentage exceed 150%.

Exhibit 10.2

AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

     THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “ Agreement ”) is entered into as of this            day of                      , 20       (the “ Grant Date ”), between Chart Industries, Inc., a Delaware corporation (the “ Company ”), and                                                              (the “ Participant ”).

WITNESSETH :

      WHEREAS , the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) administers the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan (the “ Plan ”); and

      WHEREAS , the Committee has determined that it would be in the best interests of the Company and its stockholders to grant nonqualified stock options to the Participant upon the terms and conditions set forth in this Agreement.

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

     1.  Interpretation . Unless otherwise specified in this Agreement, capitalized terms shall have the meanings attributed to them under the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. 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.

     2.  Grant of the Option . As of the Grant Date, the Company grants to the Participant, under the terms and conditions of this Agreement, the right to purchase all or any part of an aggregate of                      (            ) Shares, which right will vest over a period of time in accordance with Section 4 (the “ Option ”), subject to adjustment as set forth in Section 9 of the Plan. The Option is intended to be a nonqualified stock option.

     3.  Option Price . The purchase price of the Shares subject to the Option shall be, and shall never be less than, the Fair Market Value of the Shares on the Grant Date. The Fair Market Value of a Share on the Grant Date is $                      (the “ Option Price ”). The Option Price is subject to adjustment as described in Section 9 of the Plan.

     4.  Vesting .

a.

Service-Based . Subject to the Participant’s continued Employment as of such dates (except as otherwise provided herein with respect to Retirement), the Option shall vest and become exercisable with respect to twenty-five percent (25%) of the Shares initially covered by the Option on each of the first, second, third and fourth anniversaries of the Grant Date.

	b.		Change in Control . In the event of a Change in Control, subject to the Participant’s continuous Employment from the Grant Date through the date of the Change in Control, the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable.
	c.		Termination of Employment

	i.		General Rule . If the Participant’s Employment is terminated for any reason other than those reasons specifically addressed in Section 4(c), and except as otherwise provided in Section 4(b), the Unvested Portion of the Option shall be canceled and the Participant shall have no further rights with respect thereto and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 5(a) of this Agreement.
	ii.		Death or Disability . If the Participant’s Employment terminates as a result of death or Disability, the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable.
	iii.		Retirement . If the Participant’s Employment terminates as a result of Retirement, the vesting provisions of this Agreement shall continue to apply, but without giving effect to any requirement of continuous Employment.

d.

Special Terms .

	i.		At any time, the portion of the Option which has become vested and exercisable as described above is referred to as the “ Vested Portion ,” and the portion of the Option which is then unvested is referred to as the “ Unvested Portion .”
	ii.		The term “Retirement” or variations thereof means a voluntary separation from service with the Company, its Subsidiaries and its Affiliates, under circumstances indicative of retirement, after attaining age 60 and completing 10 years of service with such entities.
	iii.		“Cause” shall mean (i) the Participant’s willful failure to perform duties which, if curable, is not cured promptly, or in any event within ten (10) days, following the first written notice of such failure from the Company, (ii) the Participant’s commission of, or plea of guilty or no contest to a (x) felony or (y) crime involving moral turpitude, (iii) willful malfeasance or misconduct by the Participant which is demonstrably injurious to the Company or its Subsidiaries or Affiliates, (iv) material breach by the Participant of any non-competition, non-solicitation or confidentiality covenants, (v) commission by the Participant of any act of gross negligence,

			corporate waste, disloyalty or unfaithfulness to the Company which adversely affects the business of the Company or its Subsidiaries or Affiliates, or (vi) any other act or course of conduct by the Participant which will demonstrably have a material adverse effect on the Company, a Subsidiary or Affiliate’s business; and
	iv.		“Good Reason” shall mean, without the Participant’s consent, (i) a substantial diminution in the Participant’s position or duties, material adverse change in reporting lines, or assignment of duties materially inconsistent with his position or (ii) any reduction in the Participant’s base salary and/or material reduction in employee benefits in the aggregate provided to the Participant (excluding any general salary reduction or reduction in employee benefits similarly affecting substantially all other senior executives of the Company as a result of a material adverse change in the Company’s prospects or business), in each case which is not cured within thirty (30) days following the Company’s receipt of written notice from the Participant describing the event constituting Good Reason.

5.  Exercise of Option .

a.

Period of Exercise . Subject to the provisions of the Plan and this Agreement, the Participant (or his or her successor, as appropriate) may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of:

	i.		the tenth anniversary of the Grant Date;
	ii.		the first anniversary of the Participant’s termination of Employment due to death or Disability;
	iii.		thirty (30) days following the date of the Participant’s termination of Employment by the Participant without Good Reason (other than Retirement) or by the Company or its Affiliates for Cause; and
	iv.		ninety (90) days following the date of the Participant’s termination of Employment for reasons other than Retirement or the reasons described in Section 5(a)(ii) and 5(a)(iii) above.

b.

Method of Exercise .

i.

Subject to Section 5(a), the Vested Portion of the Option may be exercised by delivering written notice of intent to so exercise to the Company at its principal office; provided that , the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by full payment of the Option Price. Payment of the Option Price may be made at the election of

			the Participant: (w) in cash or its equivalent ( e.g. , by check); (x) to the extent permitted by the Committee, in Shares having a Fair Market Value as of the payment date equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements imposed by the Committee, provided that such Shares have been held by the Participant for more than six months (or such other period as established from time to time by the Committee); (y) partially in cash and, to the extent permitted by the Committee, partially in such Shares; or (z) if there is a public market for the Shares on the payment date, subject to such rules as may be established by the Committee, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid the full Option Price for such Shares and, if applicable, satisfied any other requirements imposed by the Committee.
	ii.		Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee determines, in its sole discretion, to be necessary or advisable.
	iii.		Upon the Committee’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to any person or entity for damages relating to any delays in issuing the certificates, any loss of the certificates or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
	iv.		In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s beneficiary to the extent set forth in Section 5(a). No beneficiary, executor, administrator, heir or legatee of the Participant shall have greater rights than the Participant under this Agreement or otherwise.

     6.  Designation of Beneficiary . By properly executing and delivering a Designation of Beneficiary Form to the Company, the Participant may designate an individual or individuals as his or her beneficiary or beneficiaries with respect to his or her interest under the Plan. If the Participant 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 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 upon its receipt and approval by the designated representative.

     7.  Non-Transferability of Option . The Option (and any portion thereof) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by beneficiary designation pursuant to this Agreement or the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable. No permitted transfer of the Option shall be effective to bind the Company unless the Committee is furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of the Plan and this Agreement. During the Participant’s lifetime, the Option is exercisable only by the Participant.

     8.  Non-Transferability of Shares; Legends . Upon the acquisition of any Shares pursuant to the exercise of the Option, 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 Participant 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 Participant 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.

     9.  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

     10.  Notices . Any notice relating to this Agreement intended for the Participant 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.

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

     12. Withholding . The Participant may 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 Option, its exercise or any payment

or transfer under or with respect to the Option 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. The Participant may elect to pay any or all such withholding taxes as provided for in Section 4 of the Plan.

     13.  Integration . This Agreement, together with the Plan, constitutes the entire agreement between the Participant 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 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 deemed a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach.

     14.  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.

     15.  Incapacity . If the Committee determines that the Participant 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 issuance of Shares 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 issuance. In the event of an issuance of Shares, the Committee will have no obligation thereafter to monitor or follow the application of the Shares issued. Issuances made pursuant to this paragraph shall completely discharge the Company’s obligations under this Agreement.

     16.  No Further Liability . The liability of the Company, its Affiliates, its Subsidiaries and the Committee 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.

     17.  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.

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

     19.  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.

     20.  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.

     21.  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 Participant hereunder without the consent of the Participant.

     22.  Code Section 409A . It is intended that this Agreement and the compensation and benefits hereunder meet the requirements for exemption from Code Section 409A set forth in Treas. Reg. Section 1.409A-1(b)(5), as well as any other such applicable exemption, and this Agreement shall be so construed and administered. If the Company determines that any compensation or benefits awarded or payable under this Agreement may be subject to taxation under Code Section 409A, the Company shall, after consultation with the Participant, have the authority to adopt, prospectively or retroactively, such amendments to this Agreement or to take any other actions it determines necessary or appropriate to exempt the compensation and benefits payable under this Agreement from Code Section 409A. In no event, however, shall this Section or any other provisions of the Plan or this Agreement be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or awards or payments under this Agreement and the Company shall have no responsibility for tax consequences of any kind to the Participant (or his beneficiary) resulting from the terms or operation of this Agreement.

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

Participant						Chart Industries, Inc.
						By:
Print Name:						Its:
Date:						Date: