8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

October 20, 2004

Chart Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11442	34-1712937
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5885 Landerbrook Dr., Suite 205, Cleveland, Ohio	44124
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(440) 753-1490

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 —Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 20, 2004, the Board of Directors of Chart Industries, Inc. (the “Board of Directors”) adopted the Chart Industries, Inc. 2004 Stock Option Plan for Outside Directors, a copy of which is attached hereto as Exhibit 10.1 (the “Directors’ Option Plan”). On the same date, the Board of Directors approved a stock option grant for 2,000 shares of Chart Industries, Inc. common stock, par value $.01 per share (the “Common Stock”), to each non-employee member of the Board of Directors at an exercise price of $43.05 per share under the Directors’ Option Plan. Each of the stock option grants is evidenced by a stock option agreement dated October 20, 2004 between Chart Industries, Inc. (the “Company”) and the non-employee Director, a form of which is attached hereto as Exhibit 10.2 (the “Form of Option Agreement”). The non-employee members of the Board of Directors are: William T. Allen; Oliver C. Ewald; Arthur S. Holmes; Michael P. Harmon; John F. McGovern; and Timothy J. White. Mr. Allen is a consultant to Oaktree Capital Management LLC (“Oaktree”), an affiliate of a significant stockholder of the Company, and Mr. Harmon is a Senior Vice President of Oaktree. Messrs. Ewald and White are Principal and Managing Director, respectively, at the Audax Group, an affiliate of a significant stockholder of the Company.

The following is a summary of the material features of the Directors’ Option Plan and related Form of Option Agreement, which is qualified in its entirety by reference to the Directors’ Option Plan and related Form of Option Agreement.

Purpose of the Directors’ Option Plan

The purpose of the Directors’ Option Plan is to provide additional incentive to those Directors of the Company who are not employees of the Company or any of its subsidiaries by encouraging them to acquire a new or an additional share ownership in the Company, with the goal of increasing their proprietary interest in the Company’s business, providing them with an increased personal interest in the Company’s continued success and progress, and recruiting and retaining highly competent individuals as Directors.

Administration of and Eligibility to Participate in the Directors’ Option Plan

The Board of Directors and its Compensation Committee (collectively, the “Committee”) is responsible for administering the Directors’ Option Plan. Only those Directors of the Company who are not employees of the Company or any of its subsidiaries (“Outside Directors”) are eligible to participate in the Directors’ Option Plan. The Committee may determine, in its sole discretion, the Outside Directors to whom options to purchase shares of Common Stock will be granted and the terms and conditions of such options, including, but not limited to, the number of shares of Common Stock subject to an option, the time or times at which options will be granted and the purchase price of each share of Common Stock subject to an option.

Shares Subject to the Directors’ Option Plan

The number of shares of Common Stock subject to awards that may be granted under the Directors’ Option Plan may not exceed 60,000 in the aggregate. Any shares of Common Stock subject to an option that is forfeited, terminated, or canceled without having been exercised will again be available for grant under the Directors’ Option Plan, without reducing the number of shares of Common Stock available for the grant of options under the Directors’ Option Plan. In order to prevent dilution resulting from any stock split, stock dividend or similar transaction, the Committee may, in its sole discretion, adjust, in any manner that it deems

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equitable, the number of shares of Common Stock subject to the Directors’ Option Plan and the number of shares subject to, and the exercise price of, outstanding options.

Terms of Options

General. Each option granted will be evidenced by an option instrument between the Company and the optionee in a form approved by the Committee. The option instruments will include terms relating to (a) the number of shares of Common Stock to which the option pertains, (b) the price at which such shares of Common Stock may be acquired upon the exercise of the option, (c) the conditions upon which the option will become exercisable and (d) additional terms and restrictions relating to the option. The per share exercise price of each option will be determined by the Committee and the term of options will not be longer than ten years after grant.

Terms of the Form of Option Agreement

The Form of Option Agreement, which is attached hereto as Exhibit 10.2, will evidence the options granted on October 20, 2004 and may be used for future grants under the Directors’ Option Plan, but the Committee may adopt other forms of option instruments for future grants. Stock options evidenced by option instruments are also subject to the general terms of the Directors’ Option Plan. The following is a summary of the specific terms of the Form of Option Agreement.

Vesting and Exercise; Term. Options granted to an Outside Director under the Form of Option Agreement will become fully vested and exercisable on the earliest of (a) the first anniversary of the date of grant, (b) his or her death while serving as a Director, (c) his or her removal as a Director without cause or (d) a Change in Control of the Company (as defined in the Directors’ Option Plan). An Outside Directors’ options may be exercised during his or her lifetime only by the Outside Director. The term of the stock options governed by the Form of Option Agreement is ten years from the date of grant, unless terminated earlier under the Directors’ Option Plan or as described below.

Termination of Directorship. Under the Form of Option Agreement, if the Outside Director ceases to serve as a member of the Board of Directors for any reason other than death, the Outside Director may exercise his or her unexercised stock option only to the extent such stock option was exercisable on the date his or her directorship ended. The exercisable stock options held by an Outside Director whose directorship ends for any reason other than death will terminate upon the earlier of (a) three months after the date the Outside Director ceased to be a member of the Board of Directors, or (b) the last day of the term of the Option. Under the Form of Option Agreement, if an Outside Director dies while serving on the Board of Directors, or within three months after having served on the Board of Directors, his or her stock option, to the extent vested and unexercised, may be exercised until the earlier to occur of either (i) the first anniversary of the date the Outside Director ceased to serve as a Director or (ii) the expiration of the stock option.

Restrictions on Transfer. Under the Form of Option Agreement, the stock option may not be transferred other than by will or the laws of descent and distributions. Additionally, at any time before a qualified public offering or Change in Control of the Company, the shares of Common Stock and any other capital stock or equity securities of the Company acquired by an Outside Director or his successor by virtue of the exercise of the stock option may only be transferred (a) pursuant to applicable laws, in the event of death or divorce, (b) among certain members of the transferor’s family, or (c) upon the approval of, and subject to the terms and conditions provided by, the Committee.

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Adjustment upon a Change in Control of the Company

Generally, in the event of a Change in Control of the Company (as defined in the Directors’ Option Plan), the Committee, pursuant to the Directors’ Option Plan, may in its sole discretion (i) accelerate the exercisability of any stock options,(ii) cancel all outstanding stock options in exchange for the kind and amount of per share consideration, less the applicable stock option exercise price, receivable upon consummation of Change in Control transaction by holders of Common Stock, (iii) cause the Outside Director to have the right after the occurrence of a Change in Control and during the term of the stock option upon exercise thereof to receive the same purchase consideration; or (iv) take such other action as it deems appropriate to preserve the value of the stock option. Alternatively, the Committee may require any purchaser of the Company’s assets or stock to take any of the actions set forth above as such purchaser may determine to be appropriate or desirable.

Amendment and Termination of the Directors’ Option Plan

The Directors’ Option Plan will continue in effect until October 20, 2014, and stock options granted before that date may continue after that date. However, the Board of Directors may amend, suspend or terminate the Directors’ Option Plan at any time; provided that no action of the Board of Directors may result, without the approval of the Company’s stockholders, in making any change to the Directors’ Option Plan that requires the approval of the Company’s stockholders in order to comply with applicable law or any stock exchange rule applicable to the Company.

The Board of Directors may amend the terms of any option granted under the Directors’ Option Plan, but may not amend any outstanding option so as to impair the rights of the optionee without his or her consent.

Indemnification Agreement

On October 20, 2004, the Company entered into an indemnification agreement with John F. McGovern, a newly appointed Director to the Board of Directors as disclosed below. The terms of the indemnification agreement entered into between the Company and Mr. McGovern are identical to that those that the Company customarily enters into with its directors and officers, and the form of such agreement is incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2004 (the “Indemnification Agreement”). The Indemnification Agreement provides for additional indemnification protection beyond that provided by the Company’s Certificate of Incorporation and Bylaws, and provides that the Company, subject to certain exceptions, will indemnify the director or officer to the maximum extent then authorized or permitted by the provisions of the General Corporate Law of the State of Delaware. The foregoing summary of the material features of the Indemnification Agreement is qualified in its entirety by reference to the Indemnification Agreement.

Section 5 —Corporate Governance and Management

Item 5.02 Departure of Director; Appointment of Director.

(b) On October 20, 2004, Stephen A. Kaplan resigned as a Director of the Company.

(d) On October 20, 2004, the remaining members of the Board of Directors unanimously appointed John F. McGovern to fill the vacancy resulting from Mr. Kaplan’s resignation until the annual meeting of stockholders of the Company, and until his successor is elected and qualified.

Mr. McGovern is the Founder and a partner of Aurora Capital LLC, a private investment and consulting firm based in Atlanta, GA, since 1999. Prior to joining Aurora Capital, Mr. McGovern served in

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a number of positions of increasing responsibility at Georgia-Pacific Corporation from 1981-1999, including Executive Vice President/ Chief Financial Officer from 1994-1999. Previously, Mr. McGovern had been Vice President and Director, Forest Products and Package Division of Chase Manhattan Bank. He currently serves as director of Payless Shoesource, Inc. and Genetek, Inc., and as Trustee, Treasurer for the Board of Trustees and Chairman of the Finance and Audit Committees for the Morehouse School of Medicine. Mr. McGovern was formerly a director of Golden Bear, Inc., Seabulk International, Inc. and Forest2Market (a privately held company). Mr. McGovern served as a director and officer of ChannelLinx, Inc., which filed for bankruptcy protection subsequent to his resignation.

As previously disclosed in the Company’s Proxy Statement filed with the SEC on April 29, 2004, the Company entered into an Investor Rights Agreement, dated September 15, 2003 (the “Investor Rights Agreement”), with Audax Chart, LLC, OCM Principal Opportunities Fund II, L.P. and the other stockholder parties to the Investor Rights Agreement (the “Other Stockholders”). Under the Investor Rights Agreement, the Other Stockholders possess the right to designate one individual as a nominee for appointment or election to the Board of Directors. Mr. McGovern was designated as a nominee for appointment to the Board of Directors pursuant to the Investor Rights Agreement by the those Other Stockholders who hold a majority of the shares of Common Stock held by the Other Stockholders.

Mr. McGovern will serve as the chairman of the Audit Committee of the Board of Directors and will also serve as a member of the Compensation Committee of the Board of Directors. The Board of Directors has determined that Mr. McGovern is an audit committee financial expert, as defined under SEC rules. In connection with Mr. McGovern’s appointment, William T. Allen resigned from the Audit and Compensation Committees of the Board of Directors on October 20, 2004, but will continue to serve as Director.

Section 9 —Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1	Chart Industries, Inc. 2004 Stock Option Plan for Outside Directors
10.2	Form of Stock Option Agreement under 2004 Stock Option Plan for Outside Directors
10.3	Form of Indemnification Agreement, which is incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K (Registration No. 001-11442), as filed with the Commission on March 30, 2004

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHART INDUSTRIES, INC.
Date    October 26, 2004
	By:	/s/    Michael F. Biehl
		Michael F. Biehl
		Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Chart Industries, Inc. 2004 Stock Option Plan for Outside Directors
10.2	Form of Stock Option Agreement under 2004 Stock Option Plan for Outside Directors
10.3	Form of Indemnification Agreement, which is incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K (Registration No. 001-11442), as filed with the Commission on March 30, 2004

E-1

EX-10.1

Exhibit 10.1

CHART INDUSTRIES, INC.

2004 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

Section 1. Purpose

The Chart Industries, Inc. 2004 Stock Option Plan for Outside Directors, as the same may be amended (the “Plan”), is maintained to provide additional incentive to those Directors of the Company who are not employees of the Company or any of its Subsidiaries 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, providing them with an increased personal interest in the Company’s continued success and progress, and serving to recruit and retain highly competent individuals as Directors.

Section 2. Definitions

(a) “Acquisition Consideration” shall have the meaning set forth in Section 12(a) hereof.

(b) “Affiliate” shall have the meaning ascribed to that term in Rule 12b-2 promulgated under the Exchange Act.

(c) “Award” shall mean a grant of Stock Options under this Plan.

(d) “Award Agreement” shall mean any agreement between the Company and an Eligible Director that sets forth terms, conditions, and restrictions applicable to an Award.

(e) “Board” or “Board of Directors” shall mean the Board of Directors of the Company.

(f) “Change in Control” shall have the meaning set forth in Section 12(b) hereof.

(g) “Code” shall mean the Internal Revenue Code of 1986, or any law that supersedes or replaces it, as amended from time to time.

(h) “Committee” shall mean the Board of Directors or any committee of the Board authorized by the Board of Directors to administer this Plan.

(i) “Common Stock” shall mean shares of Common Stock, par value $.01 per share, of the Company, including authorized and unissued shares and treasury shares.

(j) “Company” shall mean Chart Industries, Inc., a Delaware corporation.

(k) “Director” shall mean a member of the Board of Directors.

(l) “Eligible Director” shall mean a Director who (i) is not a common law employee of the Company or any of its Subsidiaries, and (ii) is otherwise entitled to participate in the Plan pursuant to Section 3.

(m) “Exchange Act” shall mean the Securities Exchange Act of 1934, and any law that supersedes or replaces it, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

(n) “Fair Market Value” of Common Stock shall mean, solely for purposes of this Plan, as of any particular date, the fair market value of the Common Stock as determined by the Committee, or pursuant to rules established by the Committee.

(o) “Investor Rights Agreement” shall mean the Investor Rights Agreement, dated as of September 15, 2003, among the Company, OCM Principal Opportunities Fund II, L.P., Audax Chart LLC, and the other Stockholder parties thereto.

(p) “Notice of Award” shall mean any notice by the Committee to an Eligible Director that advises the Eligible Director of the grant of an Award or sets forth terms, conditions, and restrictions applicable to an Award.

(q) “Person” shall mean an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a governmental authority.

(r) “Related Person” means each of OCM Principal Opportunities Fund II, L.P., Audax Chart LLC, each other person who is a “Stockholder” party to the Investor Rights Agreement (as the term “Stockholder” is defined in the Investor Rights Agreement) as of the date of adoption of this Plan, and the Affiliates of each of the foregoing.

(s) “Stock Equivalent Unit” shall mean an Award that is valued by reference to the value of shares of Common Stock.

(t) “Stock Option” shall mean an Award granted pursuant to Section 6 hereof.

(u) “Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company.

(v) “Voting Power” shall mean, at any time, the total votes relating to the then-outstanding securities entitled to vote generally in the election of Directors.

(w) “Voting Stock” shall mean, at any time, the then-outstanding securities entitled to vote generally in the election of Directors.

Section 3. Eligibility

Eligible Directors shall be eligible to participate in the Plan and receive Awards pursuant to the terms of the Plan. The Committee shall determine, from time to time and in its reasonable discretion, those Directors who are Eligible Directors.

Notwithstanding the foregoing, any Eligible Director who renounces in writing any right that he or she may have to receive Awards under the Plan shall not be eligible to participate or receive any Awards hereunder.

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Section 4. Shares of Common Stock Available for Awards; Adjustment

(a) Number of Shares of Common Stock. The maximum aggregate number of shares of Common Stock that may be subject to Awards granted under this Plan during the term of this Plan is 60,000 shares of Common Stock, subject to any adjustments made in accordance with the terms of this Section 4.

The assumption of obligations in respect of awards granted by an organization acquired by the Company, or the grant of Awards under this Plan in substitution for any such awards, will not reduce the number of shares of Common Stock available for the grant of Awards under this Plan.

Shares of Common Stock subject to an Award that is forfeited, terminated, or canceled without having been exercised will again be available for grant under this Plan, without reducing the number of shares of Common Stock available for grant of Awards under this Plan.

(b) No Fractional Shares. No fractional shares of Common Stock will be issued, and the Committee will determine the manner in which the value of fractional shares of Common Stock will be treated.

(c) Adjustment. In the event of any change in the Common Stock by reason of a merger, consolidation, reorganization, recapitalization, or similar transaction, or in the event of a stock dividend, stock split, or distribution to stockholders (other than normal cash dividends), the Committee will have authority to adjust, in any manner that it deems equitable, the number of shares specified in Section 4(a) and the number and class of shares of Common Stock subject to outstanding Awards, the exercise price applicable to outstanding Awards, and the Fair Market Value of the shares of Common Stock and other value determinations applicable to outstanding Awards.

Section 5. Administration

(a) Committee. This Plan will be administered by the Committee. The Committee will, subject to the terms of this Plan, have the authority to: (i) select the Eligible Directors who will receive Awards; (ii) grant Awards; (iii) determine the number and types of Awards to be granted to Eligible Directors; (iv) determine the terms, conditions, vesting periods, and restrictions applicable to Awards, including timing and price; (v) adopt, alter, and repeal administrative rules and practices governing this Plan; (vi) interpret the terms and provisions of this Plan and any Awards granted under this Plan, including, where applicable, determining the method of valuing any Award and certifying as to the satisfaction of such Awards; (vii) prescribe the forms of any Notices of Award, Award Agreements, or other instruments relating to Awards; and (viii) otherwise supervise the administration of this Plan.

(b) Delegation. The Committee may delegate ministerial duties to any other Person or Persons that it deems appropriate.

(c) Decisions Final. All decisions by the Committee, and by any other Person or Persons to whom the Committee has delegated authority, to the extent permitted by law, will be final and binding on all Persons.

(d) No Liability. Neither the Committee nor any of its members shall be liable for any act taken by the Committee pursuant to the Plan. No member of the Committee shall be liable for the act of any other member.

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Section 6. Awards

(a) Grant of Awards. The Committee will determine the Awards to be granted to each Eligible Director and will set forth in the related Notice of Award or Award Agreement the terms, conditions, vesting periods, and restrictions applicable to each Award. Awards may be granted in replacement of, or in substitution for, other awards granted by the Company, whether or not granted under this Plan. The Company may assume obligations in respect of awards granted by any Person acquired by the Company or may grant Awards in replacement of, or in substitution for, any such awards.

(b) Types of Awards. Awards of Stock Options may be granted under the Plan. An Eligible Director who is granted a Stock Option shall have the right to purchase a specified number of shares of Common Stock, during a specified period, and at a specified exercise price, all as determined by the Committee. All Stock Options shall be non-qualified stock options subject to the provisions of Section 83 of the Code.

(c) Termination of Awards. Any Award granted under this Plan shall expire, and the Eligible Director to whom such Award was granted shall have no further rights with respect thereto, on the tenth anniversary of the date of grant of such Award, or on such earlier date as may be established by the Committee and provided in the Notice of Award or Award Agreement with respect to such Award.

Section 7. Deferral of Payment

With the approval of the Committee, the delivery of the shares of Common Stock, cash, or any combination thereof subject to an Award may be deferred, either in the form of installments or a single future delivery. The Committee may also permit selected Eligible Directors to defer the receipt of some or all of their Awards, as well as other compensation, in accordance with procedures established by the Committee to assure that the recognition of taxable income is deferred under the Code. Deferred amounts may, to the extent permitted by the Committee, be credited as cash or Stock Equivalent Units. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents on Stock Equivalent Units.

Section 8. Payment of Exercise Price

The exercise price of an Award may be paid in cash, by the transfer of shares of Common Stock, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods, as and to the extent permitted by the Committee. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of this Plan.

Section 9. Taxes Associated with Awards

Appropriate provisions shall be made for all taxes required to be withheld or paid in connection with an Award or the exercise thereof, or the transfer of shares of Common Stock pursuant thereto, under the applicable laws or other regulations of any governmental authority, whether federal, state, or local and whether domestic or foreign. The Committee may, in its discretion and subject to such rules as the Committee may adopt, permit the payment of any or all taxes associated with an Award in cash, by the transfer of shares of Common Stock, by the surrender of all or part of an Award (including the Award being exercised), or by a combination of these methods.

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Section 10. Termination of Service

If an Eligible Director’s directorship with the Company terminates for any reason, all of his or her unexercised, deferred, and unpaid Awards may be exercisable or paid only in accordance with rules established by the Committee or as specified in the particular Award Agreement or Notice of Award. Such rules may provide, as the Committee deems appropriate, for the expiration, continuation, or acceleration of the vesting of all or part of the Awards.

Section 11. Termination of Awards Under Certain Conditions

The Committee may cancel any unexpired, unpaid, or deferred Awards at any time if the Eligible Director is not in compliance with all applicable provisions of this Plan or with any Notice of Award or Award Agreement, or if the Eligible Director, without the prior written consent of the Company, engages in any of the following activities:

(a) Renders services for an organization, or engages in a business, that is, in the judgment of the Committee, in competition with the Company or its Subsidiaries; or

(b) Discloses to anyone outside of the Company or its Affiliates, or uses for any purpose other than the Company’s business any confidential information or material relating to the Company, whether acquired by the Eligible Director during or after his or her term as a Director, in a fashion or with a result that the Committee, in its judgment, deems is or may be injurious to the best interests of the Company.

The Committee may, in its discretion and as a condition to the exercise of an Award, require an Eligible Director to acknowledge in writing that he or she is in compliance with all applicable provisions of this Plan and of any Notice of Award or Award Agreement and has not engaged in any activities referred to in clauses (a) and (b) above.

Section 12. Change in Control

(a) General. In the event of a Change in Control of the Company, the Committee shall have the right, in its sole discretion, to: (i) accelerate the exercisability of any Stock Options, notwithstanding any limitations set forth in the Plan; (ii) cancel all outstanding Stock Options in exchange for the kind and amount of shares of the surviving or new corporation, cash, securities, evidences of indebtedness, other property or any combination thereof receivable in respect of one share of Common Stock upon consummation of the transaction in question (the “Acquisition Consideration”) that the Eligible Director would have received had the Stock Option been exercised prior to such transaction, less the applicable exercise price therefor; (iii) cause the Eligible Director to have the right thereafter and during the term of the Stock Option to receive upon exercise thereof the Acquisition Consideration receivable upon the consummation of such transaction by a holder of the number of shares of Common Stock which might have been obtained upon exercise of all or any portion thereof; or (iv) take such other action as it deems appropriate to preserve the value of the Award to the Eligible Director. Alternatively, the Committee shall also have the right to require any purchaser of the Company’s assets or stock, as the case may be, to take any of the actions set forth in the preceding sentence as such purchaser may determine to be appropriate or desirable.

(b) Definition. As used in this Plan, the term “Change in Control” shall mean the occurrence at any time after the date of this Plan of any of the following events:

(i) The Company is merged or consolidated or reorganized into or with another corporation or other legal person or entity, other than a Related Person, and as a result of such

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merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation, person or entity immediately after such transaction is held in the aggregate by the holders of Voting Stock immediately prior to such transaction;

(ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person or entity, other than a Related Person, and less than a majority of the combined voting power of the then-outstanding securities of such corporation, person or entity immediately after such sale or transfer is held in the aggregate by the holders of Voting Stock immediately prior to such sale or transfer;

(iii) Any person (as the term “person” is used in Section 13(d)(3) of the Exchange Act) other than a Related Person becomes the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing more than 50% of the Voting Power, unless such beneficial ownership results solely from arrangements under which such person does not control the power to vote a majority of the Voting Power;

(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction other than a contract or transaction with a Related Person; or

(v) Such other or alternative event or events as the Committee shall, in its sole and absolute discretion, deem to be a “Change in Control” for purposes of this Plan or any Notice of Award or Award Agreement entered into pursuant hereto.

Notwithstanding the foregoing provisions of paragraphs (iii) and (iv) of this Section 12(b), a “Change in Control” shall not be deemed to have occurred (i) solely because (A) the Company, (B) a Subsidiary, (C) a Related Person, or (D) any Company-sponsored employee stock ownership plan or other employee benefit plan of the Company or any Subsidiary, or any entity holding shares of Voting Stock for or pursuant to the terms of any such plan, becomes the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing more than 50% of the Voting Power or because the Company files a report or proxy statement disclosing that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership, or (ii) solely because of a change in control of any Subsidiary.

The manner of application and interpretation of the foregoing provisions of this Section 12(b) shall be determined by the Committee in its sole and absolute discretion.

Section 13. Amendment, Suspension, or Termination of this Plan; Amendment of Outstanding Awards

(a) Amendment, Suspension, or Termination of this Plan. The Board of Directors may amend, suspend, or terminate this Plan at any time; provided, however, that no action of the Board of Directors may result, without the approval of the Company’s stockholders, in making any change to the Plan that requires the approval of the Company’s stockholders in order to comply with applicable law or the rules of the principal securities exchange (if any) upon which the Common Stock may then be traded or quoted.

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(b) Amendment of Outstanding Awards. The Committee may, in its discretion, amend the terms of any Award, prospectively or retroactively, but no such amendment may impair the rights of any Eligible Director under an outstanding Award without his or her consent. The Committee may, in whole or in part, waive any restrictions or conditions applicable to, or accelerate the vesting of, any Award.

Section 14. Awards to Foreign Nationals and Residents

To the extent that the Committee deems appropriate to comply with foreign law or practice and to further the purpose of this Plan, the Committee may, without amending this Plan, (a) establish special rules applicable to Awards granted to Eligible Directors who are foreign nationals or residents, or both, including rules that differ from those established generally under this Plan, and (b) grant Awards to such Eligible Directors in accordance with those rules.

Section 15. Nonassignability

Unless otherwise determined by the Committee, (a) no Award granted under the Plan may be transferred or assigned by the Eligible Director to whom it is granted other than by will, pursuant to the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code, and (b) an Award granted under this Plan may be exercised, during the Eligible Director’s lifetime, only by the Eligible Director or by the Eligible Director’s guardian or legal representative. The Committee, in its sole discretion, may provide for the transferability of particular Awards under this Plan on such terms and conditions as the Committee may determine.

Section 16. Terms of Awards and Related Agreements Need not be Identical

The form and substance of Awards, Award Agreements and Notices of Awards, whether granted at the same or different times, need not be identical. The determinations made by the Committee under the Plan need not be uniform and may be made selectively among persons who receive or are eligible to receive Awards under the Plan, whether or not such persons are similarly situated. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, in respect of (a) the persons eligible to receive awards under the Plan, (b) the terms and provisions of Awards under the Plan, and (c) the exercise by the Committee of its sole discretion in respect of the Plan or any Award Agreement.

Subject only to the terms of the Plan, the Committee shall have the authority to prescribe the terms of any Awards and the provisions of any Award Agreements, Notices of Award or other instruments entered into with respect to the same; it being expressly understood that the Committee shall have the authority to include in any such Award Agreements, Notices of Award or other instruments relating to Awards, such representations, warranties, covenants and agreements on behalf of the Company or the Eligible Director as it deems necessary or appropriate, including, without limitation, covenants relating to non-competition, non-solicitation and non-disclosure of confidential information and covenants providing that part or all of the shares of Common Stock purchased upon the exercise of any Stock Option shall be or may be subject to restrictions on transfer in form and substance designated by the Committee.

Section 17. Securities Law and Related Matters

The Committee may, if it deems appropriate in its sole discretion, condition any grant of an Award or sale of Common Stock to any Eligible Director upon a receipt of an appropriate investment representation from the Eligible Director in compliance with applicable securities laws, rules and regulations, and may require any Eligible Director to make such representations and furnish such

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information as it may, in its sole discretion, deem appropriate in connection with the grant of an Award or issuance of Common Stock in compliance with applicable law.

All certificates representing shares of Common Stock issued under this Plan shall bear such legends as the Committee may deem appropriate in order to assure compliance with applicable securities laws, rules and regulations, applicable restrictions on transfer and any applicable provision of the Company’s Certificate of Incorporation or By-Laws, as in effect from time to time.

Section 18. Governing Law

The interpretation, validity, and enforcement of this Plan will, to the extent not otherwise governed by the Code or the securities laws of the United States, be governed by the laws of the State of Delaware.

Section 19. No Right as a Stockholder or to Serve as a Director

Nothing in the Plan or in any Notice of Award or Award Agreement shall confer upon any Eligible Director any right to (a) continue as a Director or (b) to receive any remuneration or benefits not set forth in the Plan or any such Notice of Award or Award Agreement. Neither the Plan nor any related Notice of Award or Award Agreement shall interfere with or limit any right of the stockholders of the Company to remove an Eligible Director as a member of the Board of Directors, with or without cause. Nothing contained in the Plan or in any Award Agreement or Notice of Award shall be construed as entitling any Eligible Director to any rights of a stockholder as a result of the grant of an Award until such time as shares of Common Stock are actually issued to such Eligible Director pursuant to the exercise of the Award.

Section 20. Effective and Termination Dates

(a) Effective Date. This Plan was approved by the Board of Directors on October 20, 2004 and becomes effective upon that date.

(b) Termination Date. This Plan will continue in effect until midnight on October 20, 2014; provided, however, that Awards granted on or before that date may extend beyond that date and restrictions and other terms and conditions imposed on any Award granted on or before that date may extend beyond such date.

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EX-10.2

Exhibit 10.2

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into as of the      day of              200    , by and between Chart Industries, Inc., a Delaware corporation (the “Company”), and                      (the “Optionee”).

WITNESSETH:

WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”) is authorized to administer the Company’s 2004 Stock Option Plan for Outside Directors (the “Plan”); and

WHEREAS, the Committee has determined that the Optionee, as an Eligible Director, should be granted a stock option under the Plan upon the terms and conditions set forth in this Agreement, and for the number of shares of Common Stock, par value $.01 per share, of the Company (the “Shares”) set forth herein below.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

1. Definitions. Capitalized terms shall have the meanings set forth in the Plan (as defined below) unless otherwise specifically set forth below or elsewhere herein:

(a) The word “Agreement” shall mean this instrument.

(b) The words “Family Group” shall mean with respect to the Optionee such person’s spouse, siblings and descendants (whether or not adopted) and any trust, family limited partnership or limited liability company that is and remains solely for the benefit of such person and/or such person’s spouse, siblings and/or descendants.

(c) The word “Option” shall mean the right and option of the Optionee to purchase Shares pursuant to the terms of this Agreement.

(d) The words “Option Price” shall mean the price at which Shares may be acquired upon the exercise of any Option.

(e) The words “Option Shares” shall mean (i) the Shares and any other capital stock or equity securities of the Company acquired by the Optionee or his successors by virtue of the exercise of the Option and (ii) any capital stock or other equity securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of stock dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular shares constituting Option Shares, such shares shall cease to be Option Shares when they have been sold to the public pursuant to a resale offering registered under the Securities Act or to the public through a broker dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act.

(f) The words “Personal Representative” shall mean, following the Optionee’s death, the person who shall have acquired, by will or by the laws of descent and distribution, the right to exercise any Option.

(g) The word “Plan” shall mean the Company’s 2004 Stock Option Plan for Outside Directors, as in effect on the date of this Agreement (a copy of which is attached as Exhibit A).

(h) The words “Public Offering” shall mean a public offering and sale of capital stock or equity securities of the Company pursuant to an effective registration statement under the Securities Act.

(i) The words “Qualified Public Offering” shall mean a Public Offering which results in aggregate proceeds to the Company and/or the Stockholders (as defined in the Investor Rights Agreement) of at least $50,000,000.

(j) The words “Securities Act” shall mean the Securities Act of 1933, as amended or any similar federal law in force.

(k) The words “Successor Agreement” shall mean an agreement in the form attached hereto as Exhibit B under which any prospective transferee of Option Shares agrees to be bound by the obligations imposed hereunder on a holder of Option Shares.

2. Grant of Option. Effective as of the date of this Agreement, the Company grants to the Optionee, upon the terms and conditions set forth hereinafter, the right and option to purchase all or any number of an aggregate of              Shares. All of the Shares shall be subject to a nonqualified stock option at an Option Price of              per Share.

3. Term of Option. The term of the Option shall be for a period of ten years from the date hereof. The Option shall expire at the close of regular business hours at the Company’s principal business office on the last day of the term of the Option, or, if earlier, on the applicable expiration date provided for in Sections 5 or 6 hereof.

4. Exercise Date. The Optionee shall not be entitled to exercise the Option with respect to the Shares until the first anniversary of the date of this Agreement, or at such earlier time provided in Section 7 hereof. To the extent that the Option becomes so exercisable with respect to the Shares, the Option may thereafter be exercised by the Optionee to purchase all or any number of such Shares at any time or from time to time prior to the expiration of the Option. Except as provided in Sections 5 and 6 hereof, the Option may not be exercised at any time unless the Optionee is serving as a Director at such time.

5. Termination of Service; No Right to Serve as a Director or Other Benefits. If the Optionee ceases to serve as a Director for any reason other than his or her death, the Option may be exercised only to the extent of the purchase rights, if any, which, pursuant to Section 4 hereof, existed as of the date the Optionee ceases to be a Director and which have not theretofore been exercised; provided, however, that the Committee may in its absolute discretion determine (but shall not be under any obligation to determine) that such purchase rights shall be deemed to include additional Shares which are subject to the Option. Subject to the provisions of Section 6, upon an Optionee’s ceasing to serve as a Director, such purchase rights shall in any event terminate upon the earlier of (a) three months after the date the Optionee ceased to be a Director, or (b) the last day of the term of the Option.

Nothing in this Agreement shall confer upon any Optionee any right to (a) continue as a Director or (b) to receive any remuneration or benefits not set forth in this Agreement. This Agreement shall not interfere with or limit any right of the stockholders of the Company to remove Optionee as a member of the Board of Directors, with or without cause.

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6. Death of Optionee. If the Optionee dies while serving as a Director, or within three months of the Optionee’s having ceased to be a Director, the Optionee’s Personal Representative may exercise the Option to the extent of the purchase rights, if any, which, pursuant to Section 4 hereof, existed as of the date of the Optionee’s death and which have not theretofore been exercised; provided, however, that the Committee may in its absolute discretion determine (but shall not be under any obligation to determine) that such purchase rights shall be deemed to include additional Shares which are subject to the Option. Such purchase rights shall in any event terminate upon the earlier of (a) the first anniversary of the date the Optionee ceased to serve as a Director; or (b) the last day of the term of the Option.

7. Acceleration of Vesting Upon Certain Events. Upon the occurrence of any of the following events, the Optionee shall have the immediate right (notwithstanding the provisions of Section 4 hereof) to exercise the Option with respect to all Shares covered by the Option:

(a) death of the Optionee while the Optionee is serving as a Director;

(b) removal of the Optionee as a member of the Board of Directors without cause; or

(c) a Change in Control (as defined under the terms of the Plan).

8. Exercise of Option. The Option may be exercised by delivering to the Treasurer of the Company at its principal business office a completed Notice of Exercise of Option (obtainable from the Treasurer of the Company) setting forth the number of Shares with respect to which the Option is being exercised. Such Notice shall be accompanied by payment in full for the Shares. Such payment shall be made by certified or cashier’s check payable to the Company in the amount of the aggregate purchase price for such Shares, or, if permitted by the Committee, in whole or in part in Shares having a Fair Market Value on the date the Option is exercised equal to that portion of the purchase price for which payment in cash is not made, or by any other method prescribed by the Committee that it determines to be consistent with applicable law and the purposes of the Plan.

9. Issuance of Share Certificates. Subject to the last sentence of this Section 9 and to Sections 16 and 17, upon receipt by the Company prior to expiration of the Option of a duly completed Notice of Exercise of Option to exercise the Option accompanied by full payment for the Shares being purchased pursuant to such Notice (and, with respect to any Option exercised pursuant to Section 6 or Section 11 hereof by someone other than the Optionee, accompanied in addition by proof satisfactory to the Committee of the right of such person to exercise the Option), the Company shall promptly cause to be made or otherwise delivered to the Optionee, a certificate for the number of shares so purchased. The Optionee shall not have any of the rights of a stockholder with respect to the Shares which are subject to the Option unless and until a certificate representing such Shares is issued to the Optionee. The Company shall not be required to issue any certificates for Shares upon the exercise of an Option granted under the Plan prior to (i) obtaining any approval from any governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such Shares to listing on any securities exchange (if any) on which the Shares may then be listed or quoted, and (iii) completion of any registration or other qualification of the Shares under any state, federal or other law or ruling or regulations of any governmental body which the Committee shall, in its sole discretion, determine to be necessary or advisable, or the determination by the Committee, in its sole discretion, that any registration or other qualification of the Shares is not necessary or advisable.

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10. Restrictions on Transfer of Option Shares.

10.1 Transfer Restrictions. No holder of Option Shares may sell, transfer, assign, pledge or otherwise directly or indirectly dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a “Transfer”) any Option Shares or interest therein, except any Exempt Transfer (as defined below) of Option Shares pursuant to and in accordance with Section 10.2.

10.2 Exempt Transfers. The restrictions set forth in this Section 10.1 above shall not apply to any of the following Transfers:

(a) subject to the final paragraph of this Section 10.2, (1) a Transfer of Option Shares by will or pursuant to the applicable laws of descent and distribution, (2) a Transfer of Option Shares among the transferor’s Family Group, or (3) a Transfer pursuant to a qualified domestic relations order as defined in the Code; or

(b) a Transfer that has been approved in advance by the Committee, in its sole discretion, subject to such terms and conditions as the Committee may impose on such Transfer, in its sole discretion, including requiring the transferee to become subject to the transfer restrictions provided for in this Agreement.

A transferee of Option Shares pursuant to a Transfer described in clause (a) above is sometimes referred to herein as a “Permitted Transferee.” Not less than five business days prior to any Transfer of Option Shares pursuant to the foregoing clause (a), the transferor shall deliver a written notice to the Company, which notice shall disclose in reasonable detail the nature of the proposed Transfer and the identity of the proposed transferee(s). Notwithstanding the foregoing, the restrictions contained in this Agreement shall continue to be applicable to the Option Shares following any Transfer to a Permitted Transferee, and no Transfer to a Permitted Transferee may be consummated unless prior thereto the transferor thereof shall have complied with Section 10.3 below. In addition, and notwithstanding the foregoing, no holder of Option Shares may avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such Person’s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be void and otherwise subject to Section 10.3 below. Any Transfer permitted pursuant to this Section 10.2 is referred to in this Agreement as an “Exempt Transfer.”

10.3 Successor Agreement; Void Transfers. Prior to consummating, or committing to consummate, any Transfer of Option Shares to any Person (including any Permitted Transferee), the transferor of such Option Shares shall cause each prospective transferee thereof to execute and deliver to the Company a Successor Agreement. Any Transfer or attempted Transfer of any Option Shares in violation of the foregoing or any other provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Option Shares as the owner of such shares for any purpose.

10.4 Termination. The restrictions on the Transfer of Option Shares set forth in Sections 10.1 and 10.3, and the legend requirement set forth in Section 10.6, shall expire and terminate with respect to each Option Share upon the earliest to occur of (i) the consummation of a Qualified Public Offering, (ii) the occurrence of a Change of Control, (iii) the consummation of an Approved Sale (as defined in the Investor Rights Agreement), or (iv) such time as the Committee may determine, in its sole discretion, that such restrictions shall cease to apply.

10.5 Resales of Option Shares. In addition to the restrictions imposed above, no holder of Option Shares shall, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or

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contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer any Option Shares during the seven days prior to and the 180-day period beginning on the effective date of the Company’s initial primary Public Offering (i.e., the initial Public Offering for the Company’s own account) consummated after the date hereof, any underwritten Demand Registration or any underwritten Piggyback Registration (as such terms are defined in the Investor Rights Agreement) (except as part of such underwritten registration), unless the underwriters managing such registered Public Offering otherwise agree in writing.

10.6 Legend. Each certificate evidencing Option Shares and each certificate issued in exchange for or upon the transfer of any Option Shares (if such shares remain Option Shares as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS PURSUANT TO A STOCK OPTION AGREEMENT DATED AS OF                  , 200    , AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND THE HOLDER OF SUCH SECURITIES. A COPY OF SUCH STOCK OPTION AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST TO THE COMPANY’S CHIEF FINANCIAL OFFICER.”

The legend set forth above shall be promptly removed from the certificates evidencing any Option Shares for which the restrictions contained in Sections 10.1 and 10.3 have terminated in accordance with Section 10.4 hereof.

11. Successors in Interest, Etc. This Agreement shall be binding upon and inure to the benefit of any successor of the Company and the heirs, estate, and Personal Representative of the Optionee. The Option shall not be transferable other than by will or the laws of descent and distribution, and the Option may be exercised during the lifetime of the Optionee only by the Optionee provided that a guardian or other legal representative who has been duly appointed for such Optionee may exercise the Option on behalf of the Optionee. A deceased Optionee’s Personal Representative shall act in the place and stead of the deceased Optionee with respect to exercising an Option or taking any other action pursuant to this Agreement.

12. Provisions of Plan Control. This Agreement is subject to all of the terms, conditions, and provisions of the Plan and to such rules, regulations, and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. A copy of the Plan is attached hereto as Exhibit A and is incorporated herein by reference. In the event and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions, and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Any action or determination that may be taken or made by the Committee under this Agreement alternatively may be taken or made by the Board of Directors of the Company, which shall be deemed to act as the “Committee” for purposes of this Agreement in so taking or making any such action or determination.

13. No Liability Upon Distribution of Shares. The liability of the Company under this Agreement and any distribution of Shares made hereunder is limited to the obligations set forth herein with respect to such distribution and no term or provision of this Agreement shall be construed to impose any liability on the Company or the Committee in favor of any person with respect to any loss, cost or expense which the person may incur in connection with or arising out of any transaction in connection with this Agreement.

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14. Taxes. The Optionee agrees that the Company may make appropriate provision for tax withholding or payment with respect to the transactions contemplated by this Agreement including such withholding as may be appropriate under applicable federal, state, local or foreign tax laws.

15. Voluntary Award. The Optionee acknowledges and agrees that the Option granted hereunder is granted on a voluntary basis and without creating legal rights on the part of the Optionee for the future.

16. Compliance with Regulatory Matters. The Optionee acknowledges that the issuance of capital stock is subject to limitations imposed by federal and state law, and the Optionee hereby agrees that the Company shall not be obligated to issue any shares of Common Stock upon exercise of the Option that would cause the Company to violate any rule, regulation, order or consent decree of any regulatory authority (including without limitation the Securities and Exchange Commission and the principal securities exchange (if any) upon which the Common Stock is then traded or quoted) having jurisdiction over the affairs of the Company. The Optionee agrees that he will provide the Company with such information as is reasonably requested by the Company or its counsel to determine whether the issuance of shares of Common Stock complies with the provisions described by this Section 16.

17. Investment Representation. The Optionee hereby represents and warrants that any Shares which he may acquire by virtue of the exercise of the Option shall be acquired solely for his own account, for investment purposes only, and not with a view to distribution or resale; provided, however, that this restriction shall become inoperative in the event the Shares which are subject to the Option shall be registered under the Securities Act, part of a class of shares registered under Section 12 of the Exchange Act, and exempt from the registration requirements of applicable state securities laws, or in the event there is presented to the Company an opinion of counsel satisfactory to the Company to the effect that the offer or sale of the Shares which are subject to the Option may lawfully be made without registration under the Securities Act and applicable state securities laws. The Optionee agrees to sign a certificate to such effect at the time of exercising the Option and agrees that the certificate for the Shares so purchased may be inscribed with the following legend to ensure compliance with the Securities Act and applicable state securities laws:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES HAS BECOME EFFECTIVE AND ANY APPLICABLE REQUIREMENTS OF STATE SECURITIES LAWS ARE MET, OR UNLESS THE STOCKHOLDER ESTABLISHES TO THE SATISFACTION OF THE CORPORATION THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.”

18. Restricted Securities. The Optionee understands and acknowledges that (a) unless registered under the Securities Act, all of the Shares will constitute “restricted securities” as defined in Rule 144 under the Securities Act, (b) the Shares may not be transferred unless they become registered under the Securities Act or unless the holder thereof establishes to the satisfaction of the Company that an exemption from such registration is available, (c) the Company will have no obligation to provide any such registration or take such steps as are necessary to permit sale of the Shares without registration pursuant to Rule 144 or otherwise, (d) at such time as the Shares may be disposed of in routine sales without registration in reliance on Rule 144 under the Securities Act, such disposition may be made only in such amounts and in accordance

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with all of the terms and conditions applicable under Rule 144, and (e) if the Rule 144 exemption is not available, compliance with some other exemption from registration will be required.

19. Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

20. Number. The use of the singular or plural herein shall not be restrictive as to number and shall be interpreted in all cases as the context shall require.

21. Gender. The use of the feminine, masculine or neuter pronoun shall not be restrictive as to gender and shall be interpreted in all cases as the context may require.

22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles of such State.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Optionee has hereunto set his hand, all as of the day and year first above written.

CHART INDUSTRIES, INC.
(“Company”)
By:
	Michael F. Biehl
	Chief Financial Officer and Treasurer
[Name of Optionee]
(“Optionee”)

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EXHIBIT A

CHART INDUSTRIES, INC. 2004 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

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EXHIBIT B

FORM OF SUCCESSOR AGREEMENT

This notice is being delivered to Chart Industries, Inc., a Delaware corporation (the “Company”), pursuant to Section 10.3 of that certain Stock Option Agreement, dated as of                 , 200     (as amended from time to time, the “Stock Option Agreement”), by and between the Company and                     . Capitalized terms used herein shall have the meanings assigned to such terms in the Stock Option Agreement.

The undersigned hereby notifies the Company that [name of transferor] has transferred to the undersigned              shares of Common Stock that are Option Shares. In connection with such transfer, the undersigned hereby agrees to be bound by Sections 10, 11, 17 and 18 of the Stock Option Agreement and such other provisions of the Stock Option Agreement imposing obligations on a holder of Option Shares.

Any notice required under the Stock Option Agreement should be delivered to the undersigned at the address set forth below:

Facsimile:
Attention:
	Dated:
	[Transferee]

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