CHART INDUSTRIES, INC.
This Amendment (the “Amendment”) to the Employment Agreement (“Agreement”) dated February 26, 2008 by and
between Chart Industries, Inc. (the “Company”) and Matthew J. Klaben (“Executive”) is effective January 1, 2009.
WHEREAS, the Company desires to bring the Agreement into documentary compliance with the final rules governing
nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
the Treasury Department regulations promulgated thereunder, and to make other changes it deems necessary or advisable; and
WHEREAS, the parties reserved the right to amend the Agreement pursuant to Section 13.c thereof.
NOW, THEREFORE, pursuant to Section 13.c of the Agreement, and effective as of January 1, 2009, the parties hereby
amend the Agreement as follows:
1. Section 9.b of the Agreement is deleted in its entirety and the following Section 9.b is substituted in lieu thereof:
“b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by
Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of
such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and
reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or
Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the
Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as
may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as
reduced or not reduced pursuant to the final determination of the Accounting Firm and Subsection 9(a) above, no later
than the time otherwise required hereunder. If the Account