CHART INDUSTRIES, INC.
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into effective as of the 1st
day of August, 2002 by and between CHART INDUSTRIES, INC., a Delaware corporation (the
"Corporation"), and ______________ ("Indemnitee"), a Director and/or Officer of the Corporation.
WHEREAS, it is essential to the Corporation to retain and attract as Directors and/or Officers the most capable
persons available such as Indemnitee; and
WHEREAS, the prevalence of corporate litigation subjects directors and officers to expensive litigation risks and
it is the policy of the Corporation to indemnify its Directors and/or Officers so as to provide them with the
maximum possible protection permitted by law; and
WHEREAS, in addition, because the statutory indemnification provisions of the Delaware General Corporation
Law (the "DGCL") expressly provide that such statutory indemnification provisions are non-exclusive, it is the
policy of the Corporation to indemnify its Directors and Officers who, on behalf of the Corporation, have entered
into settlements of derivative suits provided they have not breached the applicable statutory standard of conduct;
WHEREAS, Indemnitee does not regard the protection available under the Corporation's Certificate of
Incorporation (the "Certificate"), By-laws (the "By-laws"), and insurance, if any, as adequate in the present
circumstances, and considers it necessary and desirable to his or her service as a Director and/or Officer to have
adequate protection, and the Corporation desires to provide such protection to induce Indemnitee to serve in
such capacity; and
WHEREAS, the DGCL provides that indemnification of directors and officers of a corporation may be
authorized by agreement, and thereby contemplates that contracts of this nature may be entered into between the
Corporation and Indemnitee.
NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, t