SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT by and between Chart Industries, Inc., a Delaware
corporation (the "Company"), and Don A. Baines (the "Employee"), dated as of the 22nd day of May, 1996.
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the "Committee"), has
determined that it is in the best interests of the Company and its shareholders to assure that the Company will
have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change
of Control (as defined below) of the Company; and
WHEREAS, the Committee believes it is imperative to diminish the inevitable distraction of the Employee by
virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage
the Employee's full attention and dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Employee with compensation arrangements upon a Change of
Control which provide the Employee with individual financial security and which are competitive with those of
other corporations; and
WHEREAS, in order to accomplish these objectives, the Committee has caused the Company to enter into this
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. EFFECTIVE DATE OF THIS AGREEMENT.
1.1 (a) This Agreement shall become effective only upon the Effective Date (as defined in Section 1.1(b)). Until
such time, the Employee shall have no rights against any person and no person shall have any obligations to the
Employee under or by virtue of this Agreement.
(b) The "Effective Date" shall be the first date during the "Agreement Period" (as defined in Section 1.1(c)) on
which a Change of Control occurs. Anything in this Agreement to the contrary notwith