Exhibit 10.6.1
AMENDMENT NO. 1
TO THE
CHART INDUSTRIES,
INC.
INCENTIVE COMPENSATION
PLAN
This AMENDMENT NO. 1 to the
Chart Industries, Inc. Incentive Compensation Plan (the
“Plan”) is adopted by Chart Industries, Inc. (the
“Company”) as of the date set forth below.
WITNESSETH
:
WHEREAS, the Company maintains the Plan to attract,
retain, motivate and reward executive officers and key employees by
providing them with the opportunity to earn competitive
compensation directly linked to the Company’s performance;
and
WHEREAS, the Compensation Committee of the
Company’s Board of Directors (the “Compensation
Committee”) desires to amend the Plan to take advantage more
fully of applicable legal exemptions from the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended;
and
WHEREAS, pursuant to Section 6(b) of the Plan, the
Compensation Committee is authorized to amend the Plan;
NOW, THEREFORE,
pursuant to Section 6(b) of the
Plan, and effective as of January 1, 2008, the Compensation
Committee hereby amends the Plan as follows:
1. The Plan is hereby amended by the
deletion of Section 4(c) and the substitution of the following
in lieu thereof:
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“(c)
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Determination of Amounts
Payable . As soon as
practicable after the Performance Period ends, but in no event
later than the March 15 next following the end of the taxable
year for which the applicable bonuses are payable, the Committee
shall: (x) determine (i) whether and to what extent any
of the performance objectives established for the relevant
Performance Period under Section 4(a) have been satisfied; and
(ii) for each Participant who is employed by the Company or
one of its Affiliates on the last day of the Performance Period for
which the bonus is payable, the actual bonus to which such
Partic
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