Exhibit 10.1

November 16, 2025

Jillian C. Evanko

President and Chief Executive Officer

Chart Industries, Inc.

8665 New Trails Drive

Suite 100

The Woodlands, TX 77381

Re: Senior Advisor Agreement

Dear Jill:

This letter agreement (this “Agreement”) confirms the terms of your transition from employment to a senior advisor engagement with Chart Industries, Inc. (the “Company”). We appreciate all of your efforts and contributions to the Company and look forward to entering into this engagement and continuing our valuable work relationship with each other.

1. Transition Date. You shall continue to serve as the Company’s Chief Executive Officer and President and as a member of the Company’s board of directors (the “Board”) through and until January 5, 2026 in accordance with the terms of that certain Amended and Restated Employment Agreement, effective as of June 12, 2018, by and between you and the Company (the “Employment Agreement”), and on such date, automatically and without any further action by the parties hereto, your status as an employee will terminate and you will transition to the consulting role of Senior Advisor to the Company effective January 6, 2026 (such date, or any earlier date on which your employment with the Company terminates for any reason or no reason, the “Transition Date”). Your employment as the Chief Executive Officer and President of the Company, as well as your service on the Board and any other director and officer positions with the Company and its affiliates (including any committee positions), shall automatically conclude and transition on the Transition Date as further set forth herein.

2. Senior Advisor Services. Beginning on the Transition Date and continuing until the earlier to occur of (a) the consummation of the transaction contemplated by that certain Agreement and Plan of Merger, dated as of July 28, 2025, by and among the Company, Baker Hughes Company, and Tango Merger Sub, Inc. (as amended, the “Merger Agreement” and, such transaction contemplated thereby, the “Merger”) and (b) the termination of the Merger Agreement (such period, the “Senior Advisor Term”), you will serve as a non-employee Senior Advisor to the Company. As a Senior Advisor, you shall report to the Company’s interim Chief Executive Officer (or, if the Company does not have an interim Chief Executive Officer serving in the role at any point during the Senior Advisor Term, you will report directly to the Board) and provide consulting services and advice to the Company and the Board related to the Merger and its successful consummation, as well as transition your duties to and assist such interim Chief Executive Officer and provide such other services as reasonably requested by the Company (collectively, the “Senior Advisor Services”). It is currently anticipated that you shall provide up to forty (40) hours of Senior Advisor Services per month during the Senior Advisor Term, which shall be provided remotely (and, for the avoidance of doubt, during the Senior Advisor Term, you shall keep and use your Company laptop and email address (and shall return such Company laptop to the Company following the expiration of the Senior Advisor Term)). You acknowledge and agree that you shall remain subject to the Company’s insider trading policy, code of conduct, and similar policies during the Senior Advisor Term.

3. Senior Advisor Fee. As consideration for providing the Senior Advisor Services and subject to the consummation of the Merger and your continued compliance with the Restrictive Covenants (as defined below) prior thereto, the Company shall pay you a one-time cash fee equal to $1,000,000 per calendar month elapsed in the Senior Advisor Term (the “Senior Advisor Fee”), which shall be paid in a lump sum immediately upon the consummation of the Merger and shall be pro-rated for any partial month of the term of this Agreement (i.e., in the event the Merger is not consummated at month-end); provided, however, that (a) the Senior Advisor Fee in respect of January shall not be pro-rated, (b) the Senior Advisor Fee shall in no event be less than $4,000,000 (regardless of the duration of the Senior Advisor Term) and (c) the Senior Advisor Fee shall in no event exceed $9,000,000 (regardless of the duration of the Senior Advisor Term). The Company shall also reimburse you for reasonable business-related expenses incurred as a Senior Advisor, pursuant to the terms and conditions of applicable Company policies. For the avoidance of doubt, in the event that the Merger is not consummated or the Merger Agreement is terminated prior to the consummation of the Merger, you shall not be eligible to receive the Senior Advisor Fee and shall only be entitled to receive any reimbursable business expenses unpaid as of the date that your services are terminated.

4. Incentive Compensation. You and the Company acknowledge and agree that, prior to the date hereof, you were granted certain Company equity interests under the Company’s 2017 Omnibus Equity Plan and 2024 Omnibus Equity Plan (collectively, the “Equity Plans”), including options to purchase common stock in the Company (the “Options”), restricted stock units (the “RSUs”) and performance stock units (the “PSUs” and, together with the Options and the RSUs, collectively, the “Equity Awards”). The parties hereby acknowledge and agree that (a) your transition from an employee to a consultant on the Transition Date shall not constitute a “termination of Employment” for purposes of the Equity Plans and the Equity Awards; provided, however, that (i) no additional equity or incentive equity awards shall be granted to you during the remainder of your employment with the Company or the Senior Advisor Term, including, but not limited to, in respect of the 2026 fiscal year; (ii) you shall cease vesting in the Equity Awards as of the Transition Date; (iii) notwithstanding anything to the contrary in the Equity Plans or any applicable award agreement, any Equity Awards that are not vested as of the Transition Date in accordance with their existing terms shall be automatically forfeited and cancelled for no consideration as of the Transition Date without any further action by you, the Company or the Board as of such date; (iv) you shall retain any Equity Awards that are vested as of the Transition Date, subject to, and in accordance with, the terms and conditions of the Equity Plans and the applicable award agreements (including, subject to your continued employment with the Company through December 31, 2025, your PSUs granted in 2023 with a performance period ending December 31, 2025, with the number of shares of Company common stock to be delivered to you upon settlement of such award determined based on actual performance pursuant to the terms of the applicable award agreement); and (v) you shall have thirty (30) days following the termination of the Senior Advisor Term to exercise any Options that are vested as of the Transition Date in accordance with the existing terms and conditions of the Equity Plans and the applicable award agreements; (b) you shall remain eligible to receive your Annual Bonus (as defined in the Employment Agreement) for the 2025 fiscal year in accordance with the Employment Agreement, subject to your continued employment in good standing through January 5, 2026, with the amount thereof earned to be estimated reasonably as of December 31, 2025 and payable with your final employee paycheck; and (c) you shall not be eligible to receive an Annual Bonus or any other incentive-based compensation in respect of the 2026 fiscal year.

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5. Continuing Covenants. You acknowledge and agree that your non-competition, confidentiality, and intellectual property obligations under Sections 10 and 11 of the Employment Agreement and any similar covenants applicable to you (collectively, the “Restrictive Covenants”) shall remain in effect during the remainder of your employment and the Senior Advisor Term pursuant to the terms of such covenants, which are incorporated herein and shall survive the execution of this Agreement. You further acknowledge and agree that (a) the Restricted Period (as defined in the Employment Agreement) shall commence on the date that the Senior Advisor Term ends and (b) you shall not provide services as an employee to any public company during the Senior Advisor Term (provided, however, that, for the avoidance of doubt, you shall be permitted to serve on any board of directors or similar governing body). You also agree to reasonably cooperate with the Company following the Transition Date in connection with any action or proceeding relating to events that occurred during your employment with the Company or during your engagement during the Senior Advisor Term. Any such cooperation shall be provided at mutually agreeable times and locations, and shall be at the Company’s expense. In addition, you hereby agree to reasonably assist the Company and its affiliates with resignation-related documentation matters during and after the end of the Senior Advisor Term (including, for the avoidance of doubt, by signing customary forms of resolutions and resignation letters as reasonably requested by the Company).

6. Acknowledgement and Waiver Regarding Employment Agreement. As stated above, you shall continue in your role as Chief Executive Officer and President of the Company under the Employment Agreement and continue to serve as a director on the Board until the Transition Date. The Transition Date shall serve as the date that your employment terminates for purposes of your participation in and coverage under all benefit plans and programs sponsored by or through the Company and its affiliates, and your eligibility to participate in, or receive coverage under, any such plans shall be governed by the terms and conditions of such plans or programs. Notwithstanding the foregoing, by signing below, you (a) expressly acknowledge and agree that the execution of this Agreement, the transition of your employment to a consultancy and your cessation of your role as Chief Executive Officer and President, and the termination of your services as Senior Advisor, in each case as described herein, shall not constitute a termination without “Cause” or a resignation for “Good Reason” (as those terms are defined in the Employment Agreement); (b) expressly waive your right to receive any severance benefits under Section 8(c) of the Employment Agreement or any other severance plan, policy or practice maintained by the Company and its affiliates, and (c) expressly acknowledge that, except as otherwise set forth herein, you shall not be entitled to any amounts or benefits in connection with the cessation of your role as Chief Executive Officer and President and a member of the Board other than (i) any accrued and unpaid base salary as of the Transition Date, (ii) unpaid reasonable business expenses incurred by you in accordance with the Company’s policies prior to the Transition Date, and (iii) vested benefits under the Company’s 401(k), medical, dental, vision and other benefit plans.

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Except as expressly provided in this Agreement, this Agreement shall supersede the terms of the Employment Agreement and be the sole agreement between you and the Company as of the Transition Date. Except as expressly set forth herein, this Agreement shall have no effect on your obligations as set forth in the Employment Agreement, which shall remain in effect until the Transition Date and thereafter, to the extent set forth in such agreement.

7. Release. In exchange for the mutual promises and consideration provided in this Agreement, you waive and release your right to assert a legal claim against the Company, each of its affiliates, and each of its and their respective present and former officers, directors, employees, attorneys, agents, assigns and successors (collectively, the “Released Parties”) for any alleged action, inaction or circumstance existing or arising from the beginning of time through the date of this Agreement. This waiver and release bars any form of legal claim, complaint or other action (collectively, “Claims”) against any Released Party seeking any form of relief, including equitable relief, the recovery of any damages, or any other form of monetary recovery (including, without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorney’s fees and any other costs), for any alleged action, inaction or circumstance existing or arising through the date of this Agreement. Without limiting the foregoing, you knowingly and voluntarily (for yourself and your heirs, executors, administrators and assigns) specifically waive and release and forever discharge each Released Party from any waivable claim arising from or related to your relationship with the Company, including (i) Claims under any local, state, or federal employment-related statute, regulation, or executive order (as amended) relating to the employment relationship, including but not limited to the Age Discrimination in Employment Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Non-Discrimination Act, the Families First Coronavirus Response Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Lilly Ledbetter Fair Pay Act, the Delaware Discrimination in Employment Act and any similar state or federal statute; (ii) Claims under any state or federal common law theory, including wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of the covenant of good faith and fair dealing, retaliation, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud, or negligence, or any claim to attorneys’ fees under any applicable statute or common law theory of recovery; and (iii) Claims to any severance benefits under Section 8(c) of the Employment Agreement or any other plan, program or practice maintained by the Company.

For the avoidance of doubt, the release in the above paragraph shall not (i) include any claims relating to the obligations of the Company under this Agreement; (ii) affect your vested and accrued rights as a participant in the Company’s 401(k) plan or other medical, dental, vision or other benefit plan; (iii) affect your rights with respect to the vested Equity Awards as described in this Agreement; or (iv) any existing rights to indemnification or director and officer coverage that you may have under any agreement with the Company or its affiliates, any of their respective organizational documents or any insurance policies thereof or pertaining thereto.

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In addition, the parties hereto acknowledge and agree that nothing contained in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, the “Government Agencies”), or limits your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies, including providing documents or other information, without notice to Company, or limits your right to receive an award for information provided to any Government Agencies. You understand, however, that, except as limited by the immediately preceding sentence, by signing this Agreement, you waive your right to any monetary recovery in connection with Government Agencies proceedings and your right to file a claim seeking monetary damages in any court, administrative agency or arbitral tribunal.

In signing this release, you acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied, except as specifically set forth above. You expressly consent that this release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. You acknowledge and agree that this waiver is an essential and material term of this Agreement and that without such waiver the Company would not have agreed to the terms of the Agreement. You further agree that in the event you should bring a Claim seeking damages against the Company, or in the event you should seek to recover against the Company in any Claim brought by a governmental agency on your behalf, this release shall serve as a complete defense to such Claims (except as specifically set forth above). You further agree that you are not aware of any pending charge or complaint as of the execution of this Agreement.

In addition, you also agree to execute a subsequent release, in substantially the same form as set forth herein, in connection with and as a condition to the payment of the Senior Advisor Fee to you.

8. Independent Contractor Status. As a Senior Advisor, you shall be an independent contractor, and you shall not be considered an employee for purposes of any Company employment or benefit policy, plan or program. While serving as a Senior Advisor, you shall not act as an agent of the Company, or have authority to bind, represent or speak for the Company. Any payments that you receive from the Company in connection with the Senior Advisor Services shall be recorded on an IRS Form 1099, and you agree that you shall be solely responsible for paying all required local, state, and federal taxes imposed on any amount payable to you as a Senior Advisor. Except for any compensation paid to you in respect of your services prior to the Transition Date, the Company shall not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes on your behalf with respect to any amounts you may receive pursuant to this Agreement, or making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf during the Senior Advisor Term. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. For the avoidance of doubt, except as otherwise expressly provided in this Agreement, during the Senior Advisor Term, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees.

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Please note that, for the avoidance of doubt, you shall be free to serve as an employee or director and/or provide professional consulting services to individuals or entities other than the Company during the Senior Advisor Term, provided you meet your service obligations to the Company as described herein, and further provided that you may not render services in a manner that violates any Restrictive Covenants.

9. Taxes. Both parties intend this Agreement to be in compliance with, or exempt from, Section 409A. The Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement, including, without limitation, related to Section 409A. In the event any payments or benefits are deemed by the IRS to be non-compliant, this Agreement shall be modified to the extent practicable, so as to make it compliant by altering the payments or benefits, or the timing of their receipt, provided that no such modification shall increase the Company’s obligations hereunder.

10. No Right to Continued Employment. This Agreement shall not be construed as giving you the right to be retained in the employ of, or in any other continuing relationship with, the Company or any of its affiliates.

11. Section 280G. Section 9 (Conditional Reduction in Payments) of the Employment Agreement is incorporated by reference herein, mutatis mutandis, and shall apply to all payments made under this Agreement (including the Senior Advisor Fee).

12. General. The parties hereto acknowledge and agree that, except for the Restrictive Covenants, the Equity Plans and any applicable equity award agreements, this Agreement supersedes any prior or contemporaneous oral and/or written agreements between you and the Company relating to the subject matter described herein and sets forth the entire agreement between you and the Company relating to such subject matter. No modifications hereof shall be deemed valid unless reduced to writing and signed by the parties. The failure of either party to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not be construed as a waiver of such provision or of such party’s right to seek enforcement of such provision in the future. This Agreement shall be governed by and construed in accordance with the laws of Delaware without giving effect to conflict of law principles. The provisions of this Agreement are severable, and if for any reason any part hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full, provided, however, that if any or all of the release herein is held unenforceable, this Agreement except for such release shall be deemed null and void.

13. Miscellaneous. Sections 13(b), (d), (f), (g), (h), (i) and (n) of the Employment Agreement are incorporated by reference herein, mutatis mutandis.

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14. Acknowledgements. By executing this Agreement, each party hereto acknowledges and agrees that (1) such party has carefully read and understands the terms and effects of this Agreement; (2) such party has been afforded sufficient time to understand the terms and effects of this Agreement and consult with such party’s independent legal counsel and tax or financial advisors; (3) such party’s agreements and obligations hereunder are made voluntarily, knowingly and without duress; and (4) neither such party nor its agents or representatives have made any representations inconsistent with the provisions of this Agreement.

[Signature page follows.]

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If this Agreement is acceptable to you, please sign and return the enclosed copy of this Agreement to Gerry Vinci (the Company’s Chief Human Resources Officer).

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Exhibit 10.2

Execution Version

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT (this “Amendment”), effective as of November 14, 2025, to the Employment Agreement, dated as of March 26, 2019 (the “Employment Agreement”), by and between Chart Industries, Inc., a Delaware limited liability company (the “Company”), and Herbert G. Hotchkiss (the “Executive”), is made and entered into by and between the Company and Executive.

WHEREAS, the Company and the Executive have mutually agreed to amend the terms and conditions of the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

[signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the day and year first written above.

[First Amendment to Employment Agreement]

Exhibit 10.3

Execution Version

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT (this “Amendment”), effective as of November 14, 2025, to the Employment Agreement, dated as of January 3, 2017 (the “Employment Agreement”), by and between Chart Industries, Inc., a Delaware limited liability company (the “Company”), and Gerry Vinci (the “Executive”), is made and entered into by and between the Company and Executive.

WHEREAS, the Company and the Executive have mutually agreed to amend the terms and conditions of the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

[signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the day and year first written above.

[First Amendment to Employment Agreement]

Exhibit 10.4

Execution Version

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT (this “Amendment”), effective as of November 14, 2025, to the Employment Agreement, dated as of January 1, 2025 (the “Employment Agreement”), by and between Chart Industries, Inc., a Delaware limited liability company (the “Company”), and Joseph R. Brinkman (the “Executive”), is made and entered into by and between the Company and Executive.

WHEREAS, the Company and the Executive have mutually agreed to amend the terms and conditions of the Employment Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

[signature page follows]

IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the day and year first written above.

[First Amendment to Employment Agreement]

Exhibit 10.5

Execution Version

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”), dated November 14, 2025, by and between Chart Industries, Inc. (the “Company”) and Joseph Belling (the “Executive”).

WHEREAS, the Company desires to continue to employ Executive and to enter into an agreement embodying the terms of such employment consistent with that of the Company’s other senior executive officers;

WHEREAS, Executive desires to continue such employment and enter into such an agreement;

WHEREAS, the Company and Executive previously entered into a Letter Agreement, dated as of May 30, 2023 (the “Letter Agreement”), and the Company and Executive desire to amend and restate the Letter Agreement as set forth herein; and

WHEREAS, upon the execution of this Agreement, the Letter Agreement shall be amended and restated in full, and this Agreement supersedes and replaces the Letter Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Term of Employment. Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company, on the terms and subject to the conditions set forth in this Agreement, for the period commencing on the date hereof and ending on the second anniversary of said date (the “Employment Term”). Thereafter the Employment Term shall automatically be extended on November 14 of each year for a period of one year from such date. In addition, in the event of a Change in Control (as defined below), the Employment Term shall automatically be extended for a period of three years beginning on the date of the Change in Control and ending on the third anniversary of the date of such Change in Control (unless further extended under the immediately preceding sentence). The Company or Executive may give notice to the other party that the Employment Term shall no longer be extended (the “Non-Renewal Notice”), in which event the Employment Term shall expire on the latest of: (i) such second anniversary of the original Employment Term commencement date, (ii) such third anniversary of a Change in Control, or (iii) the first anniversary of the delivery of such Non-Renewal Notice. In any case, the Employment Term may be terminated earlier under the terms and conditions set forth herein.

2. Position.

a. Title. During the Employment Term, Executive shall serve as the Company’s Chief Technology Officer. In such position, Executive shall have such duties, authority and responsibility as shall be determined from time to time by the Board of Directors of the Company (the “Board”) or the Chief Executive Officer of the Company, which duties, authority and responsibility are consistent with the position of Chief Technology Officer of the Company.

b. Best Efforts. During the Employment Term, Executive will devote Executive’s full business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that nothing herein shall preclude Executive, subject to the prior approval of the Board, from accepting appointment to or continue to serve on any board of directors or trustees of any business corporation or any charitable organization; provided in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 10.

c. Place of Employment. In connection with Executive’s employment by the Company, Executive shall be based in the Company’s offices in The Woodlands, Texas and La Crosse, Wisconsin, but will be required to travel as required by the Executive’s duties and responsibilities.

3. Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $525,000, payable in regular installments in accordance with the Company’s usual payment practices. Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board or any duly authorized committee thereof. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

4. Annual Bonus. With respect to each full fiscal year during the Employment Term, Executive shall be eligible to earn an annual bonus award (an “Annual Bonus”) of an amount, expressed as a percentage of Executive’s Base Salary, as determined by the Board, or any duly authorized committee thereof, within the first three months of each fiscal year of the Employment Term (with it being understood that such percentage of Executive’s Base Salary is the “Target”), based upon the achievement of the performance targets established by the Board, or any duly authorized committee thereof, within the first three months of each fiscal year during the Employment Term. The Annual Bonus, if any, shall be paid to Executive within two and one-half (2.5) months after the end of the applicable fiscal year. Any Annual Bonus payable hereunder shall be determined in accordance with the terms of the Company’s cash incentive plan, as currently in effect and as it may be amended from time to time, including any successor plan (the “Incentive Compensation Plan”). In the event of a Change in Control as defined in the Incentive Compensation Plan, the annual bonus may be pro-rated in accordance with the terms of the Incentive Compensation Plan.

5. Employee Benefits. During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans (other than annual bonus and incentive plans) providing for health, life and disability insurance, retirement, deferred compensation and fringe benefits, as well as any equity compensation plans, as in effect from time to time (collectively, “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. Executive’s right to participate in any Employee Benefits shall be subject to the applicable eligibility criteria for participation and Executive shall not be entitled to any benefits under, or based on, any Employee Benefits for any purposes of this Agreement if Executive does not during the Employment Term satisfy the eligibility criteria for participation in such Employee Benefits.

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Any equity incentive granted, awarded and held by the Executive shall be governed by the applicable terms of any such grant and award, and shall not be impacted by the terms of this Agreement, except to the extent taken into account in determinations under Section 9.

6. Vacation. During the Employment Term, Executive shall be entitled to four weeks vacation and other paid time off benefits in accordance with the policies of the Company, and to be taken at such times as chosen by Executive.

7. Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

8. Termination. The Employment Term and Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 60 days advance written notice of any resignation of Executive’s employment. The provisions of this Section 8 govern Executive’s rights upon Termination of Employment with the Company and its affiliates. “Termination of Employment” as used in this Agreement means the separation from service, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (“Code”, any reference in this Agreement to a Section of the Code shall include all lawful regulations and pronouncements promulgated thereunder, as well as any successor Sections of the Code having the same or similar purpose), of Executive with the Company and all of its affiliates, for any reason, including without limitation, quit, discharge, or retirement, or a leave of absence (including military leave, sick leave, or other bona fide leave of absence such as temporary employment by the government if the period of such leave exceeds the greater of six months, or the period for which Executive’s right to reemployment is provided either by statute or by contract) or permanent decrease in service to a level that is no more than twenty percent (20%) of its prior level. For this purpose, whether a Termination of Employment has occurred is determined based on whether it is reasonably anticipated that no further services will be performed by Executive after a certain date or that the level of bona fide services Executive will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if Executive has been providing services less than 36 months). The terms “Terminate” or “Terminated”, when used in reference to Executive’s employment or the Employment Period, shall refer to a Termination of Employment as set forth in this paragraph. “Date of Termination” refers to the effective date of Executive’s Termination of Employment.

a. Termination By the Company For Cause or By Executive Resignation Without Good Reason.

(i) Events. The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon Executive’s resignation without Good Reason (as defined in Section 8(c)); provided that Executive will be required to give the Company at least 60 days advance written notice of a resignation without Good Reason.

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(ii) For Cause. For purposes of this Agreement, “Cause” shall mean the Executive’s (A) willful failure to perform duties which, if curable, is not cured promptly, or in any event within ten (10) days, following the first written notice of such failure from the Company, (B) commission of, or plea of guilty or no contest to a (x) felony or (y) crime involving moral turpitude, (C) willful malfeasance or misconduct which is demonstrably injurious to the Company or its subsidiaries or affiliates, (D) material breach of the material terms of this Agreement, including, without limitation, any non-competition, non-solicitation or confidentiality provisions, (E) commission of any act of gross negligence, corporate waste, disloyalty or unfaithfulness to the Company which adversely affects the business of the Company or its subsidiaries or affiliates, or (F) any other act or course of conduct which will demonstrably have a material adverse effect on the Company, a subsidiary or affiliate’s business.

(iii) Compensation. If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive the amounts in clauses (A) through (D) below, which shall be referred to herein as the “Accrued Rights”:

(A) the Base Salary through the Date of Termination;

(B) any Annual Bonus earned, but unpaid, as of the Date of Termination for the immediately preceding fiscal year, paid in accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company);

(C) reimbursement, within 60 days following submission by Executive to the Company of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the date of Executive’s Termination of Employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within 90 days following the date of Executive’s Termination of Employment; and

(D) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company, including payment for any accrued but unused vacation within 30 days following the date of Executive’s Date of Termination.

Following such Termination of Employment by the Company for Cause or resignation by Executive without Good Reason, except as set forth in this Section 8(a)(iii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

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b. Disability or Death.

(i) Events. The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). In no event shall an Executive’s employment be continued beyond the 29th month of absence due to Executive’s Disability. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement.

(ii) Compensation. Upon Executive’s Termination of Employment hereunder for either Disability or death, Executive or Executive’s estate (as the case may be) shall be entitled to receive:

(A) the Accrued Rights; and

(B) a pro rata portion of the Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for such year based upon the Company’s actual results for the year of termination and the percentage of the fiscal year that shall have elapsed through the Executive’s Date of Termination, payable to Executive pursuant to Section 4 had Executive’s employment not terminated.

Following Executive’s Termination of Employment due to death or Disability, except as set forth in this Section 8(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

c. Termination by the Company Without Cause or Resignation by Executive for Good Reason.

(i) Events. The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive’s resignation for Good Reason at any time including during the Protected Period (as defined below).

(ii) Good Reason. For purposes of this Agreement, “Good Reason” shall mean, without Executive’s consent: (i) a material diminution in Executive’s base salary (excluding any general salary reduction similarly affecting substantially all other senior executives of the Company as a result of a material adverse change in the Company’s prospects or business); (ii) a material diminution in Executive’s authority, duties, or responsibilities; (iii) a material change in the geographic location at which Executive must perform services; or (iv) any other action or inaction that constitutes a material breach by the Company of this Agreement; provided, however, that “Good Reason” shall not be deemed to exist unless: (A) the Executive has provided notice to the Company of the existence of one or more of the conditions listed in (i) through (iv) within 90 days after the initial occurrence of such condition or conditions; and (B) such condition or conditions have not been cured by the Company within 30 days after receipt of such notice.

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Simply the receipt by the Executive of a Non-Renewal Notice from the Company shall not, in and of itself, be deemed to be an event of “Good Reason” under this Agreement.

(iii) Protected Period. For purposes of this Agreement, “Protected Period” shall mean the period of time commencing on the date of a Change in Control and ending two years after such date.

(iv) Change in Control. For purposes of this Agreement, “Change in Control” shall mean, with respect to the Executive, the happening of any of the following events (but only if with respect to the Executive, such event would constitute a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation, as defined under Section 409A of the Code):

(A) A change in the ownership of the Company (or any affiliate which either employs the Executive or is a direct or indirect parent of such employer) by which any one person, or more than one person acting as a group, acquires ownership of stock of the Company (or such an affiliate) that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company (or such an affiliate). However, if any one person, or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company (or such an affiliate), the acquisition of additional stock by the same person or persons is not considered to cause a Change in Control. (An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company (or such an affiliate) acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this definition. This parenthetical phrase applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) (or such an affiliate) and stock in the Company (or such an affiliate) remains outstanding after the transaction.)

(B) A change in effective control of the Company (or any affiliate which either employs the Executive or is a direct or indirect parent of such employer) by which:

(1) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company (or such an affiliate) possessing thirty percent (30%) or more of the total voting power of the stock of the Company (or such an affiliate); or

(2) a majority of members of the Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election.

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(C) A change in the ownership of a substantial portion of the assets of the Company (or any affiliate which either employs the Executive or is a direct or indirect parent of such employer) by which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company (or such an affiliate) that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company (or such an affiliate) immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

(v) Compensation if Terminated Outside of Protected Period. If, at any time other than during the Protected Period, the Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason within 6 months of the condition giving rise to the Good Reason, Executive shall be entitled to receive:

(A) the Accrued Rights;

(B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of:

(1) 100% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus

(2) the greater of (i) 100% of Executive’s Target Annual Bonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 100% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which Executive’s Termination of Employment occurs, payable to Executive in one lump sum immediately following the expiration of the revocation period provided for in such release, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and

(C) a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s health insurance plan had he remained employed for the twelve (12) months period following the Date of Termination.

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(vi) Compensation if Terminated during Protected Period. If, during the Protected Period, either the Executive’s employment is Terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, Executive shall be entitled to receive:

(A) the Accrued Rights;

(B) subject to Executive’s (x) continued compliance with the provisions of Sections 10 and 11 and (y) execution and delivery of a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company, payment in one lump sum of:

(1) 150% of the greater of the current Base Salary or Executive’s highest Base Salary paid within the Employment Term; plus

(2) the greater of (i) 150% of Executive’s Target Annual Bonus for the fiscal year in which Executive’s Termination of Employment occurs or (ii) 150% of Executive’s Target Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Change in Control occurs; payable generally within ten (10) business days after Executive’s Date of Termination, or, if later, upon the expiration of the revocation period provided for in such release, except when such payment is delayed and paid in accordance with Section 9(b) for a determination under Section 9, but in no event later than two and a half (2-1/2) months after the end of the year in which the Executive’s Termination of Employment occurred; and

(C) a lump sum payment equal to the premium subsidy the Company would have otherwise paid on Executive’s behalf under the Company’s health insurance plan had he remained employed for the eighteen (18) months period following the Date of Termination. Following Executive’s Termination of Employment by the Company without Cause (other than by reason of Executive’s death or Disability) or by Executive’s resignation for Good Reason, except as set forth in this Section 8(c), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

d. Expiration of Employment Term.

(i) Election Not to Renew the Employment Term. In the event either party provides the other with the Non-Renewal Notice pursuant to Section 1, unless Executive’s employment is earlier terminated pursuant to paragraphs (a), (b) or (c) of this Section 8, the expiration of the Employment Term and the Executive’s Termination of Employment hereunder (whether or not Executive continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the last day of such Employment Term and Executive shall be entitled to receive the Accrued Rights. The Company’s providing of a Non-Renewal Notice under Section 1 shall not prejudice in any way Executive’s right to assert an event of Good Reason (as such term is defined above), whether related to such Non-Renewal Notice or otherwise, at any time during the Employment Term.

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Following such termination of Executive’s employment hereunder, except as set forth in this Section 8(d)(i), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii) Continued Employment Beyond the Expiration of the Employment Term. Unless the parties otherwise agree in writing, continuation of Executive’s employment with the Company beyond the expiration of the Employment Term shall be deemed an employment at-will and shall not be deemed to extend any of the provisions of this Agreement and Executive’s employment may thereafter be terminated at will by either Executive or the Company; provided that the provisions of Sections 10, 11 and 12 of this Agreement shall survive any termination of this Agreement or Executive’s Termination of Employment hereunder.

e. Notice of Termination. Any purported Termination of Employment by the Company or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 13(i) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination of Employment under the provision so indicated.

f. Board/Committee Resignation. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, from the Board (and any committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s affiliates.

9. Conditional Reduction in Payments.

a. Notwithstanding anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution provided for pursuant to the terms of this Agreement for the benefit of Executive, when aggregated with any other payments or benefits received or receivable by Executive (individually and collectively, a “Payment”), would constitute “parachute payments” within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code or to any similar tax imposed by state or local law, or to any interest or penalties with respect to such taxes (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then Executive’s payments under Section 8 hereof shall be either:

(i) delivered in full, or

(ii) reduced to the minimum extent necessary so that no portion of the Payment, after such reduction, constitutes an Excess Parachute Payment (as defined in Section 280G(b) of the Code) (the amount of such reduction shall be referred to as the “Excess Amount”); whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.

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b. All determinations required to be made under this Section 9, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax and whether a reduction in the Payment is to be made and the amount of such Excess Amount, if any, shall be made by a nationally recognized accounting firm proposed by the Company and reasonably acceptable to Executive (which accounting firm shall be the “Accounting Firm” hereunder). The Company or Executive shall direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and Executive within 30 calendar days after the Date of Termination, if applicable, and any other time or times as may be requested by the Company or Executive. The Company shall pay Executive’s payments under Section 8 hereof, as reduced or not reduced pursuant to the final determination of the Accounting Firm and Section 9(a) above, no later than the time otherwise required hereunder. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not to report any Excise Tax on Executive’s federal, state or local income or other tax return.

c. As a result of the uncertainty in the application of Section 4999 of the Code and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the Accounting Firm hereunder, it is possible that, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, an Excess Parachute Payment was received by Executive which would have been intended to be reduced by the Excess Amount pursuant to Section 9(a) above. In such case, then such amount received by Executive shall be deemed to be an overpayment, and Executive shall repay the amount equal to the Excess Amount (to the extent received by Executive) to the Company on demand (but no less than ten days after Executive receives written demand).

d. The Company and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 9(b). Any determination by the Accounting Firm as to the amount of any Excess Amount shall be binding upon the Company and Executive.

e. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 9(b) shall be borne by the Company.

10. Non-Competition.

a. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

(i) During the Employment Term and the twelve (12) months following the date of Executive’s Termination of Employment (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Company, the business of any client or customer or prospective client or customer:

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(A) with whom Executive had personal contact or dealings on behalf of the Company during the one year period preceding the earlier of the Executive’s Termination of Employment or such solicitation;

(B) with whom employees reporting to Executive have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Executive’s Termination of Employment; or

(C) for whom Executive had direct or indirect responsibility during the one year immediately preceding Executive’s Termination of Employment.

(ii) During the Restricted Period, Executive will not, directly or indirectly:

(A) engage in (1) the business of manufacturing equipment used in (x) the production, storage and end-use of hydrocarbon and industrial gases business or (y) low temperature and cryogenic applications, (2) any other businesses which the Company or its subsidiaries engage in during the term of Executive’s employment with the Company and (3) any businesses which, as of the date of Executive’s Termination of Employment, the Company or its subsidiaries both (x) have specific plans to conduct in the future (and as to which Executive is aware of such planning) and (y) have allocated or invested capital as of the date of such Termination of Employment (a “Competitive Business”);

(B) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business;

(C) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its affiliates and customers, clients, suppliers, partners, members or investors of the Company or its affiliates.

(iii) Notwithstanding anything to the contrary in this Agreement, Executive may, directly or indirectly, own, solely as an investment, securities of any Person engaged in the business of the Company or its affiliates which are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.

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(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A) solicit or encourage any employee of the Company or its affiliates to leave the employment of the Company or its affiliates; or

(B) hire any such employee who was employed by the Company or its affiliates as of the date of Executive’s Termination of Employment with the Company or who left the employment of the Company or its affiliates coincident with, or within one year prior to or after, the termination of Executive’s employment with the Company.

(v) During the Restricted Period, Executive will not, directly or indirectly, solicit or encourage to cease to work with the Company or its affiliates any consultant then under contract with the Company or its affiliates.

b. It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

11. Confidentiality; Intellectual Property.

a. Confidentiality.

(i) Executive will not at any time (whether during or after Executive’s employment with the Company) (x) retain or use for the benefit, purposes or account of Executive or any other Person other than the Company; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company (other than its professional advisers who are bound by confidentiality obligations or other than in performing his or her duties on behalf of the Company consistent with Company policies), any non-public, proprietary or confidential information—including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals concerning the past, current or future business, activities and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of the same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or a duly authorized committee thereof.

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(ii) “Confidential Information” shall not include any information that is (a) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (c) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii) Upon termination of Executive’s employment with the Company for any reason, Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

b. Intellectual Property.

(i) If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, at any time during Executive’s employment by the Company and within the scope of such employment and/or with the use of any of the Company’s resources (“Company Works”), Executive shall promptly and fully disclose the same, to the best of his or her knowledge, to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(ii) Executive shall take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Company Works.

(iii) Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Executive hereby indemnifies, holds harmless and agrees to defend the Company and its officers, directors, partners, employees, agents and representatives from any breach of the foregoing covenant. Executive shall comply with all relevant policies and guidelines of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest.

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Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version.

(iv) The provisions of Section 11 shall survive the Executive’s Termination of Employment for any reason.

12. Specific Performance. Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 10 or Section 11 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.

13. Miscellaneous.

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof.

b. Dispute Resolution. Except as otherwise provided in Section 12 of this Agreement, any controversy, dispute, or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including, without limitation, the validity, scope, and enforceability of this section, may at the election of any party, be solely and finally settled by arbitration conducted in Houston, Texas, by and in accordance with the then existing rules for commercial arbitration of the American Arbitration Association, or any successor organization and with the Expedited Procedures thereof (collectively, the “Rules”). Each of the parties hereto agrees that such arbitration shall be conducted by a single arbitrator selected in accordance with the Rules; provided that such arbitrator shall be experienced in deciding cases concerning the matter which is the subject of the dispute. Any of the parties may demand arbitration by written notice to the other and to the Arbitrator set forth in this Section 13(b) (“Demand for Arbitration”). Each of the parties agrees that if possible, the award shall be made in writing no more than 30 days following the end of the proceeding. Any award rendered by the arbitrator(s) shall be final and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the parties hereto agrees to treat as confidential the results of any arbitration (including, without limitation, any findings of fact and/or law made by the arbitrator) and not to disclose such results to any unauthorized person. The parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. In the event of any arbitration with regard to this Agreement, each party shall pay its own legal fees and expenses except to the extent set forth in Section 13(p), provided, however, that the Company agrees to pay the cost of the Arbitrator’s fees.

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c. Entire Agreement; Amendments. This Agreement contains the entire understanding of the parties with respect to the employment of Executive by the Company. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

d. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

e. Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

f. Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. The Company will require any person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company to assume all obligations of the Company under this Agreement.

g. Set-Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates (the “debt”), where such debt is incurred in the ordinary course of the service relationship between Executive and the Company, the entire amount of reduction in any of the Company’s taxable years does not exceed $5,000 and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from Executive. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment.

h. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

i. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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If to the Company:

Chart Industries, Inc.

8665 New Trails Drive, Suite 100

The Woodlands, TX 77381

Attention: Chief Executive Officer and Chief Human Resources Officer

If to Executive:

To the most recent address of Executive set forth in the personnel records of the Company.

j. Executive Representation. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.

k. Prior Agreements. This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and the Company and/or its affiliates regarding the terms and conditions of Executive’s employment with the Company and/or its affiliates, including but not limited to the Letter Agreement, except that this Agreement does not supersede any stock option agreement, performance unit agreement, restricted stock agreement or indemnification agreement.

l. Cooperation. Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder. This provision shall survive any termination of this Agreement.

m. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

n. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

o. Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s Termination of Employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such Termination of Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s Termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code), (ii) any reimbursements provided under the Agreement, including, but not limited to, in Sections 8.a.(iii)(c) and 13(p), shall be made no later than the end of Executive’s taxable year following Executive’s taxable year in which such expense was incurred; in addition, the amounts eligible for reimbursement, or in-kind benefits to be provided, during any one taxable year under this Agreement may not affect the expenses eligible for reimbursement in any other taxable year under this Agreement, and (iii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board or any duly authorized committee thereof, that does not cause such an accelerated or additional tax or result in an additional cost to the Company.

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The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 13(o); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

p. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation or arbitration seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the Company that Executive not be required to incur the expenses associated with the enforcement of Executive’s rights under this Agreement by litigation, arbitration or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder, nor be bound to negotiate any settlement of Executive’s rights hereunder under threat of incurring such expenses. Accordingly, if at any time following a Change in Control, it should appear to Executive that the Company has failed to comply with any of its obligations under this Agreement or the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation, arbitration or other legal action designed to deny, diminish or recover from Executive the benefits intended to be provided to Executive hereunder, and Executive has complied with all of Executive’s obligations under Sections 10 and 11, then the Company irrevocably authorizes Executive from time to time to retain counsel of Executive’s choice at the expense of the Company as provided in this Section 13(p) to represent Executive in connection with the initiation or defense of any litigation, arbitration or other legal action, whether by or against the Company or any Director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. The Company’s obligations under this Section 13(p) shall not be conditioned on Executive’s success in the prosecution or defense of any such litigation, arbitration or other legal action. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Executive entering into an attorney-client relationship with such counsel, and in that connection the Company and Executive agree that a confidential relationship shall exist between Executive and such counsel. The reasonable fees and expenses of counsel selected from time to time by Executive as hereinabove provided shall be paid or reimbursed to Executive by the Company on a regular, periodic basis no later than 30 days after presentation by Executive of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum of $250,000 per year for each of the two years following the year in which the Change in Control occurs, provided that Executive presents such statement(s) no later than 30 days prior to the end of Executive’s taxable year following the year in which such expenses were incurred. Notwithstanding the foregoing, this Section 13(p) shall not apply at any time unless a Change in Control has occurred.

[signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CHART INDUSTRIES, INC.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Chart Industries Announces CEO Jill Evanko to Assume Senior Advisor Role in 2026

Evanko to Remain Senior Advisor through Completion of Baker Hughes Transaction;

Board to Appoint Interim CEO

HOUSTON, Nov. 17, 2025 – Chart Industries (NYSE: GTLS) (“Chart” or the “Company”) has announced that Jill Evanko, President, CEO and a member of the Company’s Board of Directors, will step down from her current roles to accept a new executive opportunity at a privately owned company, effective in early 2026. Ms. Evanko will continue as a senior advisor to Chart until the completion of the pending acquisition of the Company by Baker Hughes (NASDAQ: BKR) to ensure a seamless transition of responsibilities and oversight. The Board intends to appoint an interim CEO from within the Chart organization.

Under Ms. Evanko’s leadership over the last nine years, Chart has undergone a period of significant growth, as she helped architect the Company’s long-term strategic focus on energy- and industrial end markets. These initiatives exponentially expanded the Company’s projects and harnessed the value of Chart’s advanced process technologies while driving enhanced revenue, expanded margins and improved customer satisfaction. Additionally, Ms. Evanko has been a driving force behind Chart’s next-generation innovation priorities, overseeing Chart’s expansion into high-growth sectors such as the carbon capture and the data center markets and led several transformative transactions, including the acquisition of Howden in 2023.

“On behalf of the entire Chart Board of Directors, I want to thank Jill for her innovative leadership and innumerable contributions to Chart over the past nine years,” said Andrew Cichocki, Chairman of the Chart Board of Directors. “As CEO, Jill spearheaded the strategic evolution of Chart’s portfolio, successfully building a world-class process technology and solution offering across high-growth sectors, including establishing an aftermarket, service and repair business. The global OneChart team continues preparing for the completion of the Baker Hughes transaction, which remains on track for mid-2026. To date, significant work has been undertaken to ensure a seamless integration of our complementary businesses. The Board has full confidence in the Chart team, and we are grateful that Jill will remain a resource to Chart.”

Ms. Evanko stated, “It has been the greatest honor of my career to work alongside the Chart team and serve our customers and partners. I am extremely proud of all we have accomplished together and strongly believe that the Baker Hughes team are the right partners for Chart.”

The Baker Hughes transaction has been approved by Chart shareholders, and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired. It remains on track to close by mid-year 2026, subject to customary conditions and the receipt of the other applicable regulatory approvals.

About Chart Industries, Inc.

Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™—clean power, clean water, clean food, and clean industrials, regardless of molecule. The company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring.

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Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social and corporate governance issues both for its company as well as its customers. With 65 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe and South America, the company maintains accountability and transparency to its team members, suppliers, customers and communities. To learn more, visit www.chartindustries.com.

Chart Industries Contacts:

Investor Contact:

John Walsh

Senior Vice President, Investor and Government Relations

1-770-721-8899

john.walsh@chartindustries.com

Media Contact:

Jim Golden / Jude Gorman / Jack Kelleher

Collected Strategies

Chart-CS@collectedstrategies.com

Forward-Looking Statements

The matters discussed in this press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, about the plans, strategies, objectives, goals or expectations of Chart. These statements include, but are not limited to, statements about the benefits of the proposed merger with Baker Hughes, the expected timing of the completion of such merger, and other statements that are not historical facts. You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “believes,” “projects,” “forecasts,” “intends,” “plans,” and similar expressions. These forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions, many of which are beyond the control of Chart and Baker Hughes, that could cause actual results to differ materially from those expressed in such statements. Key factors that could cause actual results to differ materially include, but are not limited to, the risks detailed in Chart’s filings with the Securities and Exchange Commission (the “SEC”), including in Chart’s most recent filings on Forms 10-K and 10-Q, factors and matters described herein and in Chart’s Definitive Proxy Statement with respect to the proposed merger with Baker Hughes (filed on September 8, 2025), as supplemented, and the following factors: (1) the risk that such merger may not be completed in a timely manner or at all, which may adversely affect the businesses and the market price of the common stock of Chart; (2) the failure to obtain, or delays in obtaining, required regulatory approvals from governmental authorities, or the imposition of conditions on such approvals that may have an adverse effect on Chart or Baker Hughes or may cause the parties to abandon such merger; (3) the occurrence of any event, change, or other circumstance that could give rise to the termination of the merger agreement between Chart and Baker Hughes, including in circumstances that would require Chart or Baker Hughes to pay a termination fee; (4) the effect of the announcement and pendency of such merger on Chart’s business relationships, operating results, and business generally, including the risk of potential difficulties in employee retention and the risk of disruption to management’s attention from ongoing business operations; and (5) the risk of litigation related to such merger.

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Additional risks and uncertainties are described in the “Risk Factors” sections of Chart’s and Baker Hughes’ most recent Annual Reports on Form 10-K and in subsequent filings with the SEC. The foregoing list of factors is not exhaustive. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Chart. Chart does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

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