CHART INDUSTRIES, INC.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
Chart Industries, Inc., hereinafter referred to as the “Company”, hereby adopts a stock option plan for eligible Directors of
the Company (hereinafter referred to sometimes as “Optionees”) pursuant to the following terms and provisions:
Section 1. Purpose of the Plan
The purpose of this plan, hereinafter referred to as the “Plan,” is to provide additional incentive to those Directors of the
Company who are not employees of the Company or any of its subsidiaries or affiliates by encouraging them to acquire a new
or an additional share ownership in the Company, thus increasing their proprietary interest in the Company’s business and
providing them with an increased personal interest in the Company’s continued success and progress. These objectives will be
promoted through the grant of options to acquire Common Stock, par value $.01 per share (the “Common Stock”), of the
Company pursuant to the terms of the Plan. Only those Directors who meet the qualifications stated above are eligible for and
shall receive options under this Plan.
Section 2. Effective Date of the Plan
The Plan shall become effective on February 8, 1996, subject to the approval of the Plan by holders of a majority of the
outstanding shares of voting capital stock of the Company which is present and entitled to vote thereon at a meeting or
otherwise. In the case that the Company’s stockholders have not approved the Plan on or before February 8, 1997, the Plan and
any options granted hereunder shall be null and void.
Section 3. Shares Subject to the Plan
The shares to be issued upon the exercise of the options granted under the Plan shall be shares of Common Stock of the
Company. Either treasury or authorized and unissued shares of Common Stock, or both, as the Board of Directors shall from
time to time determine, may be so issued. No shares of Common Stock which are subject of any lapse