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Exhibit 10.1
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CHART INDUSTRIES, INC.
2000 EXECUTIVE INCENTIVE STOCK OPTION PLAN
Section 1. Purpose
The Chart Industries, Inc. 2000 Executive Incentive Stock Option Plan is
designed to foster the long-term growth and performance of the Company by
enhancing the Company's ability to attract and retain highly qualified executive
employees and motivating executive employees to serve and promote the long-term
interests of the Company and its stockholders through stock ownership and
performance-based incentives. To achieve this purpose, the Plan provides
authority for the grant of Stock Options.
Section 2. Definitions
(a) "Acquisition Consideration" shall be as defined in Section 12
hereof.
(b) "Affiliate" shall have the meaning ascribed to that term in
Rule 12b-2 promulgated under the Exchange Act.
(c) "Award" shall mean the grant of Stock Options.
(d) "Award Agreement" shall mean any agreement between the Company and a
Participant that sets forth terms, conditions, and restrictions applicable to
an Award.
(e) "Board of Directors" shall mean the Board of Directors of the
Company.
(f) "Change in Control" shall include, but not be limited to: (i) the
first purchase of shares by a Third Party pursuant to a tender offer or exchange
(other than a tender offer or exchange by the Company) for all or part of the
Company's Common Stock of any class or any securities convertible into such
Common Stock; (ii) the receipt by the Company of a Schedule 13D or other advice
indicating that a Third Party is the "beneficial owner" (as that term is defined
in Rule 13d-3 promulgated under the Exchange Act) of 50 percent (50%) or more of
the Company's Common Stock calculated as provided in paragraph (d) of said Rule
13d-3; (iii) the date of approval by stockholders of the Company of an agreement
providing for any consolidation or merger of the Company in which the Company
will not be the continuing or surviving corporation or pursuant to which shares
of capital stock of any class, or any securities convertible into such capital
stock, of the Company would be converted into cash, securities, or other
property, other than a merger of the Company in which the holders of common
stock of all classes of the Company immediately prior to the merger would have
the same proportion of ownership of common stock of the surviving corporation
immediately after the merger; (iv) the date of the approval by stockholders of
the Company of any sale, lease, exchange, or other transfer (in one transaction
or a series of related transactions) of all or substantially all the assets of
the Company; (v) the adoption of any plan or proposal for the liquidation (but
not a partial liquidation) or dissolution of the Company; or (vi) such other
event 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. The manner of application
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and interpretation of the foregoing provisions shall be determined by the
Committee in its sole and absolute discretion.
(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 Compensation Subcommittee of the Board of
Directors, or any other committee of the Board of Directors authorized by the
Board of Directors to administer this Plan that is constituted in a manner that
satisfies the "non-employee director" standard set forth in Rule 16b-3 and the
"outside director" requirements of Section 162(m) of the Code.
(i) "Common Stock" shall mean shares of Common Stock, $.01 par value,
of Chart Industries, Inc., including authorized and unissued shares and treasury
shares.
(j) "Company" shall mean Chart Industries, Inc., a Delaware
corporation, and its direct and indirect subsidiaries.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, and
any law that supersedes or replaces it, as amended from time to time.
(l) "Fair Market Value" of Common Stock shall mean the value of the
Common Stock determined by the Committee, or pursuant to rules established by
the Committee.
(m) "Notice of Award" shall mean any notice by the Committee to a
Participant that advises the participant of the grant of an Award or sets forth
terms, conditions, and restrictions applicable to an Award.
(n) "Participant" shall mean any person to whom an Award has been
granted under this Plan.
(o) "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.
(p) "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange
Act, or any rule that supersedes or replaces it, as amended from time to time.
(q) "Stock Option" shall mean an Award granted pursuant to Section 6(a)
hereof. All Stock Options granted hereunder shall be non-qualified stock options
that do not meet the requirements of Section 422 of the Code and are governed by
Section 83 of the Code.
(r) "Third Party" shall mean any person, group or entity other than
Arthur S. Holmes or Charles S. Holmes.
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Section 3. Eligibility
All executive employees of the Company are eligible for the grant of
Awards. The selection of any such persons to receive Awards will be within the
discretion of the Committee. More than one Award may be granted to the same
person.
Section 4. Shares of Common Stock Available for Awards; Adjustment
(a) Number of Shares of Common Stock. The aggregate number of shares
of Common Stock that may be subject to Awards granted under this Plan during the
term of this Plan will be equal to 600,000 shares of Common Stock, subject to
any adjustments made in accordance with the terms of this Section 4.
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
in any fiscal year for grant of Awards under this Plan, except to the extent
that the availability of those shares of Common Stock would cause this Plan or
any Awards granted under this Plan to fail to qualify for the exemption provided
by Rule 16b-3.
(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, including any transaction described under Section 424(a) of the
Code, 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 Sections 4(a) and 6(b) 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, including as may be
allowed or required under Section 424(a) of the Code.
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 executive employees who will receive Awards; (ii) grant
Awards; (iii) determine the number and types of Awards to be granted to eligible
executive employees; (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.
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(b) Delegation. The Committee may delegate any of its authority to
any other person or persons that it deems appropriate, provided the delegation
does not cause this Plan or any Awards granted under this Plan to fail to
qualify for the exemption provided by Rule 16b-3.
(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.
Section 6. Awards
(a) Grant of Awards. The Committee will set forth in the Notice of
Award or Award Agreement the terms, conditions, vesting periods, and
restrictions applicable to each grant of a Stock Option. A Participant 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.
(b) Limits on Awards. The maximum aggregate number of shares of
Common Stock for which Stock Options may be granted to any particular executive
employee during any calendar year during the term of this Plan is 200,000,
subject to adjustment in accordance with Section 4(c).
(c) Termination of Awards. Any Award granted under this Plan shall
expire, and the Participant 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 subject to an Award may be deferred, either in the form of installments or
a single future delivery. The Committee may also permit selected Participants
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. The Committee may also establish rules and procedures for the crediting
of interest on deferred cash payments.
Section 8. Payment of Exercise Price
The exercise price of a Stock Option 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.
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Section 9. Taxes Associated with Awards
Prior to the payment of an Award or upon the exercise or release thereof,
the Company may withhold, or require a Participant to remit to the Company, an
amount sufficient to pay any federal, state, and local taxes associated with the
Award. The Committee may, in its discretion and subject to such rules as the
Committee may adopt, permit a Participant to pay any or all taxes associated
with the 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.
Section 10. Termination of Employment
If the employment of a Participant terminates for any reason, all
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 Participant is not in compliance with all applicable provisions of
this Plan or with any Notice of Award or Award Agreement or if the Participant,
without the prior written consent of the Company, engages in any of the
following activities:
(i) Renders services for an organization, or engages in a business,
that is, in the judgment of the Committee, in competition with the Company; or
(ii) Discloses to anyone outside of the Company, or uses for any
purpose other than the Company's business any confidential information or
material relating to the Company, whether acquired by the Participant during or
after employment with the Company, 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 a Participant 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 (i) and (ii) above.
Section 12. Change in Control
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 Participant would have received had the
Stock Option been exercised
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prior to such transaction, less the applicable exercise price therefor; (iii)
cause the Participant 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 Participant. 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.
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 any amendment that must be approved by the Company's stockholders
in order to comply with applicable law or the rules of the New York Stock
Exchange or, if the Common Stock is not traded on the New York Stock Exchange,
the principal national securities exchange upon which the Common Stock is traded
or quoted, shall not be effective unless and until such approval has been
obtained.
(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 Participant 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.
Notwithstanding the foregoing, in no event shall the exercise price of any
outstanding Stock Option granted hereunder be amended without approval thereof
by the Company's stockholders, except pursuant to an adjustment under Section
4(c).
Section 14. Transferability
Unless otherwise determined by the Committee, (i) no Award granted under
the Plan may be transferred by the Participant 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 (ii) an Award
granted under this Plan may be exercised, during the Participant's lifetime,
only by the Participant or by the Participant'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 15. 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. 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
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or the participant as it deems necessary or appropriate, including, without
limitation, covenants relating to non-competition, non-solicitation and non-
disclosure of confidential information.
Section 16. 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 17. No Rights as Employees/Stockholders
Nothing in the Plan or in any Award Agreement or Notice of Award shall
confer upon any Participant any right to continue in the employ of the Company
or an Affiliate of the Company, or to be entitled to receive any remuneration or
benefits not set forth in the Plan or such Award Agreement or Notice of Award,
or to interfere with or limit either the right of the Company or an Affiliate of
the Company to terminate the employment of such Participant at any time with or
without cause. Nothing contained in the Plan or in any Award Agreement or
Notice of Award shall be construed as entitling any Participant 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 Participant pursuant to the exercise of
a Stock Option.
Section 18. Effective and Termination Dates
(a) Effective Date. This Plan was approved by the Board of Directors on
February 10, 2000 subject to adoption by the affirmative vote of the holders of
a majority of the voting power of the Company represented by the shares of
Common Stock present and eligible to vote, in person or by proxy, at any annual
or special meeting of stockholders at which a quorum is present. This Plan shall
be deemed to be adopted on the date of such approval by the Board of Directors,
subject to such adoption by the stockholders.
(b) Termination Date. This Plan will continue in effect until midnight
on December 31, 2004; 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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