Chart Industries, Inc.
Form of 2005 Chart Incentive Compensation Plan Award Conditions
The Chart Incentive Compensation Plan is an important tool to help focus individuals and teams to meet the respective financial
goals and objectives of each Operating Group, which in turn will enable Chart Industries, Inc. to meet its overall financial goals
and objectives. The goal is to enhance shareholder value and improve bottom line performance by providing meaningful
incentives to employees and to financially reward employees for attaining predetermined performance objectives.
This plan applies to non-bargaining unit employees at all locations within Chart and certain bargaining units where a Site
Incentive Compensation Plan has been implemented. The plan does not apply to sales employees who are part of a Chart Sales
Chart will establish individual Operating Group and Chart consolidated performance targets on an annual basis. In order to
ensure that employees are involved in helping the Operating Group to meet its annual target, Chart will establish appropriate
incentives to reward employees if the performance targets are met.
2005 INCENTIVE COMPENSATION PLAN
Chart believes that performance targets and incentive rewards need to be focused and tailored to the unique situation of each
Operating Group and the targets and incentives need to be consistent with the overall Goals and Objectives of Chart.
A. 2005 Performance Targets. The 2005 Performance Targets have been set using earnings before interest, taxes,
depreciation, amortization and restructuring charges (EBITDAR) targets (see Performance Targets below in Table A). Meeting
of the Group EBITDAR performance target and the Chart consolidated EBITDAR performance target can pay up to a maximum
of 150% of an individual employee’s Incentive Target.
EBITDAR Performance Targets,
(Net of Incentives, in 000’s)