AMENDMENT NO. 1 TO SALARY CONTINUATION AGREEMENT
This Amendment No. 1 to Salary Continuation Agreement ("Amendment No.
1") is made as of December 4, 1998 by and between Chart Industries, Inc., a
Delaware corporation (the "Company"), and Xxx X. Xxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Compensation Committee of the Board of Directors has
determined that modification of the Salary Continuation Agreement dated as of
May 22, 1996 by and between the Company and the Employee (the "Agreement") is
appropriate to ensure the continued dedication of the Employee to the Company,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in the Agreement), and to update certain information contained in the
Agreement; and
WHEREAS, the Compensation Committee has caused the Company to prepare
this Amendment No. 1 to reflect such modifications and updated information;
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:
1. SALARY CONTINUATION PERIOD. Section 3.1(i) is restated in its
entirety to read as follows:
"(i) the date that is 24 months subsequent to the Effective Date,".
2. COMPANY ADDRESS. The address of the Company in Section 7(b)is
amended to read as follows:
Chart Industries, Inc.
0000 Xxxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxx 00000.
3. NO OTHER PROVISION MODIFIED. Except as modified by Sections
1 and 2 hereof, all other provisions of the Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands
as of the day and year first above written.
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
CHART INDUSTRIES, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman and Chief Executive
Officer
Attest: /s/Xxxxxx X. XxXxx
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Xxxxxx X. XxXxx
Secretary
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