AMENDED AND RESTATED CHART INDUSTRIES, INC. 2005 STOCK INCENTIVE PLAN STOCK AWARD AGREEMENT AND DEFERRAL ELECTION FORM (For Non-Employee Directors)
EXHIBIT 10.4.6
AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
Participant:
Award Period: 20___
The Company’s obligation to make any such payments shall be subject to, and on the terms and
conditions set forth in, this Stock Award Agreement and Deferral Election Form (this
“Agreement”) and the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan
(the “Plan”) which, as amended from time to time, is incorporated herein by reference and
made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the
meanings attributed to them under the Plan.
(a) Timing. Except as otherwise provided in a valid and timely submitted
Deferral Election Form, an installment payment will be made on the first business day of
each quarter (each, a “Grant Date”) in the next fiscal year provided that the
Participant continues to serve as a non-employee member of the Board on the applicable Grant
Date. If the Participant elects to defer payment of Shares until a later fiscal year,
Shares will be credited to a bookkeeping account as deferred shares (“Deferred
Shares”, the number of which credited to the bookkeeping account on the Grant Date shall
equal the number of Shares then deferred) maintained for the Participant in installments on
each Grant Date provided that the Participant continues to serve as a non-employee member of
the Board on the applicable Grant Date.
(b) Amount. An installment payment will consist of a number of Shares with a
value of $10,000 on the applicable payment date. The precise number of Shares to which the
Participant will be entitled will be determined by reference to the closing price of a
common share of the Company on the first business day of the applicable quarter or, if the
first business day of the applicable quarter falls on a date on which the Shares are not
regularly traded, the closing price on the most recent trading date for such Shares prior to
the first
business day of the applicable quarter. Any partial Shares shall be rounded down to
the next whole Share.
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10. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.
PARTICIPANT | CHART INDUSTRIES, INC. | |||||||
By: | ||||||||
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AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
I understand that, as a non-employee director of Chart Industries, Inc. (the
“Company”), I will be entitled to four installment payments of shares of common stock of
the Company (the “Shares”) in the next fiscal year, to the extent specified in the above
Agreement. An installment payment will consist of a number of Shares with a value of $10,000 on
the applicable payment date, as specified in the above Agreement.
In the absence of a contrary election below, I will receive an installment payment on the
first business day of each quarter in the next fiscal year, to the extent specified in the above
Agreement.
Complete the election below only if you wish to defer all or a portion of each payment until a date
after 2008.
I hereby elect to have % (enter a whole percentage between 1% and 100%; if less than
100% the number of Shares deferred will be rounded up to the next whole share) of the Shares (and
any related dividend equivalents, if any, to the extent specified in Section 3 of the Agreement)
paid to me at the following time:
On [the earli[er][est] of]:
o | ____________ ______, 20___) [[or][,] | ||
o | The first day of January following my separation from service with the Company’s Board of Directors [or] | ||
o | The date of the occurrence of a “change in ownership or effective control” (as defined under Section 409A of the Internal Revenue Code) of the Company. |
An election to defer payments must be submitted to the Company by the last day of the fiscal year
immediately preceding the fiscal year to which the election applies.
Participant:
|
ACKNOWLEDGED | |||||||||
Print Name: |
, | |||||||||
Date:
|
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AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
(Mid-Year Elections)
Participant:
Award Period: 20___
The Company’s obligation to make any such payments shall be subject to, and on the terms and
conditions set forth in, this Stock Award Agreement and Deferral Election Form (this
“Agreement”) and the Amended and Restated Chart Industries, Inc. 2005 Stock Incentive Plan
(the “Plan”) which, as amended from time to time, is incorporated herein by reference and
made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the
meanings attributed to them under the Plan.
(a) Timing. Generally, unless a Participant elects otherwise in a valid and
timely submitted Deferral Election Form, the first installment payment will be made on the
earlier of (i) the date of the first meeting of the Board attended by Participant as a
non-employee director or (ii) the first business day of the calendar quarter after
Participant becomes a non-employee director, with each succeeding installment payment during
the current fiscal year made to Participant on the first business day of each remaining
quarter (each such payment date, a “Grant Date”) of the current fiscal year,
provided that the Participant continues to serve as a non-employee member of the Board on
the applicable Grant Date. If the Participant validly elects to defer payment of Shares
until a later fiscal year, Shares will be credited to a bookkeeping account as deferred
shares (“Deferred Shares”, the number of which credited to the bookkeeping account
on the Grant Date shall equal the number of Shares then deferred) maintained for the
Participant in installments on each Grant Date provided that the Participant continues to
serve as a non-employee member of the Board on the applicable Grant Date.
(b) Amount. An installment payment will consist of a number of Shares with a
value of $10,000 on the applicable payment date. The precise number of Shares to which a
Participant will be entitled will be determined by reference to the closing price of a Share
on the applicable Grant Date or, if the Grant Date falls on a date on which the Shares are
not
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regularly traded, the closing price on the most recent trading date for such Shares
prior to the Grant Date. Any partial Shares shall be rounded down to the next whole Share.
(c) Mid-Year Elections. Special rules apply if a Participant enters the plan
in the middle of a fiscal year. First, the Participant must elect to defer installment
payments within 30 days of becoming a director. If no election is made in this time frame,
installment payments will be made quarterly in that fiscal year as provided above. The
Participant will have another opportunity to defer installment payments for the next fiscal
year. Second, a deferral election may only apply to installment payments to be made with
respect to calendar quarters beginning after the date of the election.
For example, suppose a Participant became a director on April 15 and attended a Board
meeting on that date. The Participant would have to make a deferral election within 30 days
(i.e., before May 15). That election would only become effective for the installment
payments otherwise scheduled to be made for the third and fourth calendar quarters. The
Participant would receive an installment payment for the second calendar quarter despite the
deferral election.
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10. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.
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PARTICIPANT | CHART INDUSTRIES, INC. | |||||||
By: | ||||||||
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AMENDED AND RESTATED
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
CHART INDUSTRIES, INC.
2005 STOCK INCENTIVE PLAN
I understand that, as a non-employee director of Chart Industries, Inc. (the
“Company”), I will be entitled to installment payments of shares of common stock of the
Company (the “Shares”) in this fiscal year, to the extent and as specified in the above
Agreement. An installment payment will consist of a number of Shares with a value of $10,000 on
the applicable payment date, as specified in the above Agreement.
In the absence of a contrary election below, I will receive an installment payment on the
first business day of each quarter remaining in this fiscal year, to the extent specified in the
above Agreement.
Complete the election below only if you wish to defer all or a portion of a payment until a date
after 2008.
I hereby elect to have ___% (enter a whole percentage between 1% and 100%; if less than
100% the number of Shares deferred will be rounded up to the next whole share) of the Shares (and
any related dividend equivalents, if any, to the extent specified in Section 3 of the Agreement)
paid to me at the following time:
On [the earli[er][est] of]:
o | ___, 20___) [[or][,] | ||
o | The first day of January following my separation from service with the Company’s Board of Directors [or] | ||
o | The date of the occurrence of a “change in ownership or effective control” (as defined under Section 409A of the Internal Revenue Code) of the Company. |
An election to defer payments scheduled to be made in this fiscal year must be submitted to the
Company within 30 days of the date a Participant becomes a director.
Participant:
|
ACKNOWLEDGED | |||||||||
Print Name: |
, | |||||||||
Date:
|
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