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 ___ day of
, 2008 (the “ Grant Date ”), by and between Chart Industries, Inc., a Delaware corporation (the “
Company ”), and (the “ Grantee ”).
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
a. “ Performance Period ” means the period set forth in Exhibit A.
b. “ Performance Requirements ” means the performance measures set forth in Exhibit A.
c. “ 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.
d. “ Retirement ” (or variations thereof) means a voluntary separation from service with the Company, its
Subsidiaries and its Affiliates, under circumstances indicative of retirement,