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 23 day of February, 2009 (the “
Grant Date ”), by and between Chart Industries, Inc., a Delaware corporation (the “ Company ”), and (the “
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:
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
“ Performance Period ” means the period set forth in Exhibit A.
“ Performance Requirements ” means the performance measures set forth in Exhibit A.
“ 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.
“ Retirement ” (or variations thereof) means a voluntary separation from service with the Company, its
Subsidiaries and its Affiliates, under