EXHIBIT 10.4
Description of the Chart Industries, Inc. 2005 Incentive Plan for Executive Officers
Chart Industries, Inc. (the “Company”) historically has maintained a cash bonus plan administered by the Compensation
Committee of its Board of Directors (the “Committee”). The purpose of the bonus plan is to provide an incentive to employees
to enhance stockholder value. The Committee historically determines which employees of the Company are eligible to
participate in the bonus plan for a fiscal period, establishes specific performance targets to be achieved during that fiscal period
and approves specific bonus amounts under the plan, which are tied to the targets. Executive officers of the Company
historically have participated under specific terms of the broader cash bonus plan approved by the Committee. The actual
bonuses payable under the cash bonus plan for a fiscal period, if any, will vary depending on the extent to which actual
performance meets, exceeds or falls short of the target approved by the Committee, as determined by the Committee.
On January 26, 2005, the Committee adopted the Chart Industries, Inc. 2005 Employee Incentive Compensation Plan (the “2005
Incentive Plan”) for the Company’s 2005 fiscal year. In connection with its adoption of the 2005 Incentive Plan, the Committee
determined that that the following executive officers are eligible to participate in the 2005 Incentive Plan: Samuel F. Thomas,
President and Chief Executive Officer; Michael F. Biehl, Chief Financial Officer and Treasurer; and Charles R. Lovett, Vice
President—Manufacturing. The Committee also approved the financial targets for fiscal 2005 under the 2005 Incentive Plan. The
financial target approved by the Committee as it relates to these executive officers is the Company’s achievement of a specified
amount (the “Year-End Target”) of consolidated earnings before interest, taxes, depreciation, amortization and restructuring
costs, subject to certain adjustments (“EBITDAR”), for fiscal 2005. The