exv10w67






Exhibit 10.67




Restricted Stock Agreement

Flowserve Corporation

Equity and Incentive Compensation Plan




     This Restricted Stock Agreement (the “Agreement”) is made and entered into by and between
Flowserve Corporation, a New York corporation (the “Company”) and «First_Name» «Last_Name» (the
“Participant”) as of                     , 20___(the “Date of Grant”). All capitalized terms used in this
Agreement and not otherwise defined herein have the meanings given to such terms in the Plan
(defined below).



     WHEREAS, the Company has adopted the Flowserve Corporation Equity and Incentive Compensation
Plan (the “Plan”) to strengthen the ability of the Company to attract, motivate and retain
Employees and Outside Directors who possess superior capabilities and to encourage such persons to
have a proprietary interest in the Company.



     WHEREAS, the Organization and Compensation Committee of the Board of Directors of the Company
believes that the grant of Restricted Stock to the Participant as described herein is consistent
with the stated purposes for which the Plan was adopted.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter set forth
and for other good and valuable consideration, the Company and the Participant agree as follows:




	 	1.	 	Restricted Stock





               In order to encourage the Participant’s contribution to the successful performance of the
Company, and in consideration of the covenants and promises of the Participant herein contained,
the Company hereby grants to the Participant as of the Date of Grant, a Restricted Stock Award of
«M___of_Shares_Granted» shares of Common Stock, subject to the conditions and restrictions set forth
below and in the Plan (the “Restricted Stock”).




	 	2.	 	Restrictions on Transfer Before Vesting






	 	(a)	 	The Restricted Stock will be transferred of record to the
Participant and a certificate or certificates representing said Restricted
Stock will be issued in the name of the Participant immediately upon the
execution of this Agreement. Each of the Restricted Stock certificates will
bear a legend as provided by the Company, conspicuously referring to the terms,
conditions and restrictions as permitted under Section 15.9 of the Plan. The
Company either shall retain custody of such Restricted Stock certificate(s)
prior to vesting (the “Restriction Period”) or require the Participant to enter
into an escrow arrangement under which the Restricted Stock certificate(s) will
be held by an escrow agent. Certificates for shares of Common Stock free of
restriction under this Agreement and the Plan shall be delivered to the
Participant promptly after, and only after, the Restriction Period expires
without forfeiture in respect of the shares of Common Stock. The delivery of
any shares of Restricted Stock pursuant to this Agreement is subject to the
provisions of Paragraph 9 below. The




 









 






	 	 	 	Participant, by his or her acceptance of this Agreement, shall irrevocably
grant to the Company a power of attorney to transfer any shares forfeited
pursuant to Paragraph 3 and agrees to execute any documents requested by the
Company in connection with the forfeiture and transfer. The provisions of
this Paragraph 2 are specifically performable by the Company in a court of
equity or law.
	 
	 	(b)	 	Except as otherwise provided by Paragraph 3, the Restricted
Stock shall vest ratably over a three-year period following the Date of Grant,
with 1/3 of the Restricted Stock vesting on the first annual anniversary of the
Date of Grant, 1/3 of the Restricted Stock vesting on the second annual
anniversary of the Date of Grant, and 1/3 of the Restricted Stock vesting on
the third annual anniversary of the Date of Grant. Absent prior written
consent of the Committee, the shares of Restricted Stock granted hereunder to
the Participant are subject to forfeiture to the Company and may not be sold,
assigned, transferred, pledged or otherwise encumbered, whether voluntarily or
involuntarily, by operation of law or otherwise, from the Date of Grant until
the shares of Restricted Stock shall have become vested in the Participant.
	 
	 	(c)	 	Consistent with the foregoing, except as contemplated by
Paragraph 4 below, no right or benefit under this Agreement shall be subject to
transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, whether voluntary, involuntary, by operation of law or otherwise, and
any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber
or charge the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts, liabilities or torts
of the person entitled to such benefits. If the Participant or his Beneficiary
hereunder becomes bankrupt or attempts to transfer, anticipate, alienate,
assign, sell, pledge, encumber or charge any right or benefit hereunder, other
than as contemplated by Paragraph 4, or if any creditor attempts to subject the
same to a writ of garnishment, attachment, execution, sequestration, or any
other form of process or involuntary lien or seizure, then such right or
benefit will cease and terminate.






	 	3.	 	Effect of Termination of Employment or Services






	 	(a)	 	The Restricted Stock granted pursuant to this Agreement will
vest in accordance with the vesting schedule reflected in Paragraph 2(b) above,
on the condition that the Participant remains employed by or continues to
provide services to the Company or a Subsidiary through each applicable vesting
date set forth in Paragraph 2(b). If, however, either:






	 	(i)	 	the Company and its Subsidiaries terminate the
Participant’s employment or service relationship; or




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	 	(ii)	 	the Participant terminates his or her
employment or service relationship,






	 	 	 	then the shares of Restricted Stock that have not vested in accordance with
the vesting schedule reflected in Paragraph 2(b) above, as of the date of
the termination of employment (or cessation of services, as applicable),
shall be forfeited by the Participant to the Company.
	 
	 	(b)	 	Notwithstanding Paragraph 3(a) above, upon the cessation of the
Participant’s employment or services (whether voluntary or involuntary), the
Committee may, in its sole and absolute discretion, elect to accelerate the
vesting of some or all of the unvested shares of Restricted Stock.






	 	4.	 	Limitation of Rights
	 
	 	 	 	Nothing in this Agreement or the Plan shall be construed to:






	 	(a)	 	give the Participant any right to be awarded any further
Restricted Stock or any other Award in the future, even if Restricted Stock or
other Awards are granted on a regular or repeated basis, as grants of
Restricted Stock and other Awards are completely voluntary and made solely in
the discretion of the Committee;
	 
	 	(b)	 	give the Participant or any other person any interest in any
fund or in any specified asset or assets of the Company or any Subsidiary; or
	 
	 	(c)	 	confer upon the Participant the right to continue in the
employment or service of the Company or any Subsidiary, or affect the right of
the Company or any Subsidiary to terminate the employment or service of the
Participant at any time or for any reason.






	 	5.	 	Data Privacy





               By execution of this Agreement, the Participant acknowledges that he or she has read and
understands the Flowserve Corporation Employee Data Protection Policy (the “Policy”). The
Participant hereby consents to the collection, processing, transmission, use and electronic and
manual storage of his or her personal data by the Company, Wells Fargo Shareowner Services (“Wells
Fargo”) and Merrill Lynch & Co., Inc. (“Merrill Lynch”) in order to facilitate Plan administration.
The Participant understands and acknowledges that this consent applies to all
personally-identifiable data relevant to Plan administration, including the Participant’s name,
home address, work email address, job title, GEMS ID, National Identification Number or Social
Security Number, employee status, work location, work phone number, tax class, previous equity
grant transaction data and compensation data. The Participant further agrees to furnish to the
Company any additional information requested by the Company to enable it to comply with any
reporting or other requirement imposed upon the Company by or under any applicable statute or
regulation.



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               The Participant understands that for purposes of Plan administration, the Participant’s
personal data will be collected and processed at 5215 N. O’Connor Blvd, Suite 2300, Irving, Texas
(USA), and transferred to Wells Fargo at 161 North Concord Exchange, South St. Paul, Minnesota
(USA) and Merrill Lynch at 4 World Financial Center, 250 Vesey St., New York, New York (USA).




	 	6.	 	Prerequisites to Benefits





               Neither the Participant, nor any person claiming through the Participant, shall have any right
or interest in the Restricted Stock awarded hereunder, unless and until all the terms, conditions
and provisions of this Agreement and the Plan which affect the Participant or such other person
shall have been complied with as specified herein.




	 	7.	 	Rights as a Stockholder





               From and after the time the shares of Restricted Stock are issued in the Participant’s name in
accordance with Paragraph 2(a), the Participant will be entitled to all the rights of ownership of
the shares of Restricted Stock, including the right to vote those shares and to receive dividends
thereon if, as and when declared by the Board, subject, however, to the terms, conditions and
restrictions set forth in this Agreement.




	 	8.	 	Successors and Assigns





               This Agreement shall bind and inure to the benefit of and be enforceable by the Participant,
the Company and their respective permitted successors and assigns (including personal
representatives, heirs and legatees), except that the Participant may not assign any rights or
obligations under this Agreement except to the extent and in the manner expressly permitted herein.




	 	9.	 	Securities Act





               The Company will not be required to deliver any shares of Common Stock pursuant to this
Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities
Act of 1933 (the “Securities Act”) or any other applicable federal or state securities laws or
regulations. The Committee may require that the Participant, prior to the issuance of any such
shares, sign and deliver to the Company a written statement, which shall be in a form and contain
content acceptable to the Committee, in its sole discretion (“Investment Letter”):




	 	(a)	 	stating that the Participant is acquiring the shares for
investment and not with a view to the sale or distribution thereof;
	 
	 	(b)	 	stating that the Participant will not sell any shares of Common
Stock that the Participant may then own or thereafter acquire except either:






	 	(i)	 	through a broker on a national securities
exchange, or
	 
	 	(ii)	 	with the prior written approval of the Company;
and




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	 	(c)	 	containing such other terms and conditions as counsel for the
Company may reasonably require to assure compliance with the Securities Act or
other applicable federal or state securities laws and regulations.






	 	10.	 	Federal and State Taxes






	 	(a)	 	Any amount of Common Stock that is payable or transferable to
the Participant hereunder may be subject to the payment of or reduced by any
amount or amounts which the Company is required to withhold under the then
applicable provisions of the laws of the jurisdiction where the Participant is
employed, and, if applicable, the Internal Revenue Code of 1986, as amended
(the “Code”), or its successors, or any other foreign, federal, state or local
tax withholding requirement. When the Company is required to withhold any
amount or amounts under the applicable provisions of any foreign, federal,
state or local requirement or the Code, the Company shall withhold from the
Common Stock to be issued to the Participant a number of shares necessary to
satisfy the Company’s withholding obligations. The number of shares of Common
Stock to be withheld shall be based upon the Fair Market Value of the shares on
the date of withholding.
	 
	 	(b)	 	Notwithstanding Paragraph 10(a) above, if the Participant
elects, and the Committee agrees, the Company’s withholding obligations may
instead be satisfied as follows:






	 	(i)	 	the Participant may direct the Company to
withhold cash that is otherwise payable to the Participant;
	 
	 	(ii)	 	the Participant may deliver to the Company a
sufficient number of shares of Common Stock then owned by the
Participant to satisfy the Company’s withholding obligations, based on
the Fair Market Value of the shares as of the date of withholding;
	 
	 	(iii)	 	the Participant may deliver sufficient cash to
the Company to satisfy its withholding obligations; or
	 
	 	(iv)	 	any combination of the alternatives described
in Paragraphs 10(b)(i) through 10(b)(iii) above.






	 	(c)	 	Authorization of the Participant to the Company to withhold
taxes pursuant to one or more of the alternatives described in Paragraph 10(b)
above must be in a form and content acceptable to the Committee. The payment
or authorization to withhold taxes by the Participant shall be completed prior
to the delivery of any shares pursuant to this Agreement. An authorization to
withhold taxes pursuant to this provision will be irrevocable unless and until
the tax liability of the Participant has been fully paid.




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	 	11.	 	Adjustment of Number of Shares of Restricted Stock





               The number of shares of Restricted Stock granted hereunder shall be subject to adjustment in
accordance with Articles 11 and 12 of the Plan.




	 	12.	 	Copy of Plan





               By the execution of this Agreement, the Participant acknowledges receipt of a copy of the
Plan.




	 	13.	 	Administration





               This Agreement is subject to the terms and conditions of the Plan. The Plan will be
administered by the Committee in accordance with its terms. The Committee has sole and complete
discretion with respect to all matters reserved to it by the Plan and the decisions of the majority
of the Committee with respect to the Plan and this Agreement shall be final and binding upon the
Participant and the Company. Neither the Company nor the members of the Board or the Committee
will be liable for any act, omission or determination taken or made in good faith with respect to
this Agreement or the shares of Restricted Stock granted hereunder. In the event of any conflict
between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall
control.




	 	14.	 	Remedies





               The Company shall be entitled to recover from the Participant reasonable attorneys’ fees
incurred in connection with the enforcement of the terms and provisions of this Agreement whether
by an action to enforce specific performance or for damages for its breach or otherwise.




	 	15.	 	Information Confidential





               As partial consideration for the granting of the Award hereunder, the Participant hereby
agrees to keep confidential all information and knowledge, except that which has been disclosed in
any public filings required by law, that the Participant has relating to the terms and conditions
of this Agreement. However, such information may be disclosed as required by law and may be given
in confidence to the Participant’s spouse and tax and financial advisors. In the event any breach
of this promise comes to the attention of the Company, it shall take into consideration that breach
in determining whether to recommend the grant of any future similar award to the Participant, as a
factor weighing against the advisability of granting any such future award to the Participant.




	 	16.	 	No Right to Stock





               No Participant and no beneficiary or other person claiming under or through such Participant
shall have any right, title or interest in any shares of Common Stock allocated or reserved under
the Plan or subject to this Agreement, except as to such shares of Common Stock, if any, that have
been issued or transferred to such Participant. The Board and the Company do not guarantee the
Common Stock of the Company from loss or depreciation.



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	 	17.	 	Notice





               Any notice to be given to the Company or the Committee shall be addressed to the Company in
care of its Secretary at its principal office. Any such notice shall be in writing and shall be
delivered personally or shall be sent by first class mail, postage prepaid, to the Company. Any
person entitled to notice hereunder may waive such notice in writing.




	 	18.	 	Amendments





               Except as otherwise provided in the Plan, this Agreement may be amended only by a written
agreement executed by the Company and the Participant. Any such amendment shall be made only upon
the mutual consent of the parties, which consent (of either party) may be withheld for any reason.
Notwithstanding the foregoing, the Board or the Committee may amend this Agreement to the extent
necessary or advisable in light of any addition to or change in any federal or state, tax or
securities law or other law or regulation, which change occurs after the Date of Grant and by its
terms applies to the Award.




	 	19.	 	Governing Law





               This Agreement shall be governed by, construed and enforced in accordance with the laws of the
State of Texas.




	 	20.	 	Severability





               If any provision of this Agreement is held to be illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining provisions of this Agreement, but such
provision shall be fully severable and this Agreement shall be construed and enforced as if the
illegal or invalid provision had never been included.




	 	21.	 	Headings





               The titles and headings of paragraphs are included for convenience of reference only and are
not to be considered in construction of the provisions of this Agreement.




	 	22.	 	Word Usage





               Words used in the masculine shall apply to the feminine where applicable, and wherever the
context of this Agreement dictates, the plural shall be read as the singular and the singular as
the plural.




	 	23.	 	Execution of Receipts and Releases





               Any issuance or transfer of shares of Common Stock or other property to the Participant or to
the Participant’s legal representative, heir, legatee or distributee, in accordance with the
provisions of this Agreement, shall, to the extent thereof, be in full satisfaction of all claims
of such persons under this Agreement. The Company may require the Participant or the Participant’s
legal representative, heir, legatee or distribute, as a condition precedent to such payment or
issuance, to execute a release and receipt therefor in such form as it shall determine.



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     The Company and the Participant are executing this Agreement effective as of the Date of the
Grant set forth in the introductory clause.



	 	 	 	 	 
	 	 	FLOWSERVE CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	«First_Name» «Last_Name»
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 






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