exv10w20






Exhibit 10.20




2007 FLOWSERVE CORPORATION

LONG-TERM INCENTIVE PLAN




As Amended and Restated Effective January 1, 2010




	I.	 	PURPOSE
	 
	 	 	The purpose of the 2007 Flowserve Corporation Long-Term Stock Incentive Plan (hereinafter
referred to as he “LTI Plan”) is (i) to help the Company attract, retain, motivate
and reward employees needed to plan, implement, and direct the Company’s strategy and
operations; (ii) to motivate participants to achieve the corporate, divisional and
subsidiary long-term goals and objectives; and (iii) to align the interests of Participants
directly with those of the Company’s shareholders. These purposes will be accomplished
through the granting of Restricted Stock and/or Restricted Stock Units, in accordance with
and pursuant to the terms of the Flowserve Corporation Equity and Incentive Compensation
Plan (the “Stock Plan”), as it may be amended from time to time.
	 
	II.	 	DEFINITIONS






	 	A.	 	“Award” — Restricted Stock and/or Restricted Stock Units awarded under the LTI
Plan.
	 
	 	B.	 	“Board” — The Company’s Board of Directors.
	 
	 	C.	 	“Code” — The Internal Revenue Code of 1986, as amended.
	 
	 	D.	 	“Committee” — The Organization & Compensation Committee of the Board.
	 
	 	E.	 	“Company” — Flowserve Corporation, a New York Corporation, and its successors
in interest.
	 
	 	F.	 	“Disability” – A Participant is qualified for long term disability benefits
under the Company’s disability plan or insurance policy or a disability plan or
insurance policy of a parent or Subsidiary of the Company (as applicable); or, if no
such plan or policy is then in existence or if the Participant is not eligible to
participate in such plan or policy, the Participant, because of a physical or mental
condition resulting from bodily injury, disease, or mental disorder which prevents the
Participant from performing his or her duties of employment for a period of six (6)
continuous months, as determined in good faith by the Committee, based upon medical
reports or other evidence satisfactory to the Committee.
	 
	 	G.	 	“Division” — An unincorporated business unit of the Company.
	 
	 	H.	 	“Executive Officer” — An officer of the Company or its Subsidiaries who is a
“covered employee”, as defined in Section 162(m) of the Code, as determined in
accordance with Section 6.7(e) of the Stock Plan.
	 
	 	I.	 	“Fiscal Year” — The Company’s fiscal year ending December 31.




 









 






	 	J.	 	“LTI Plan” — This 2007 Flowserve Corporation Long-Term Stock Incentive Plan.
	 
	 	K.	 	“Participant” — An employee who is selected by the Committee to receive an
Award under the LTI Plan.
	 
	 	L.	 	“Performance Cycle” or “Cycle” — The period (not to exceed ten years) during
which the performance of the Company and its Divisions and Subsidiaries is measured for
the purpose of determining the extent to which an award has been earned.
	 
	 	M.	 	“Performance Goals” — Any of the objectives for the Company and its Divisions
and Subsidiaries established by the Committee in accordance with the provisions of
Section V.B. below for the purpose of determining the extent to which Performance
Shares which have been contingently awarded for a Cycle become earned by the
Participant.
	 
	 	N.	 	“Performance Shares” — An award of Restricted Stock Units payable in Shares or
cash upon the achievement of certain pre-established Performance Goals for a Cycle, and
subject to total or partial forfeiture in the event such Performance Goals are not
achieved. Performance Shares become earned by the Participant upon the Company’s
satisfaction of the established Performance Goals.
	 
	 	O.	 	“Plan Year” — The calendar year.
	 
	 	P.	 	“Required Service Period” — The time period during which a Participant must
remain employed by the Company, its Divisions and/or Subsidiaries in order to earn a
nonforfeitable right to an Award of Service Units.
	 
	 	Q.	 	“Restricted Stock” — Restricted Stock as defined in the Stock Plan.
	 
	 	R.	 	“Restricted Stock Unit” — Restricted Stock Unit as defined in the Stock Plan.
	 
	 	S.	 	“Retirement” or “Retires” — The termination of a Participant’s employment for
any reason other than for cause, on or after the earlier of (i) the Participant’s early
retirement date (as such term is defined within the retirement plan in effect and in
which such Participant participates on the date of the Participant’s termination);
(ii) retirement set by local law or the Participant’s employment agreement; or
(iii) the Participant attaining sixty-five (65) years of age.
	 
	 	T.	 	“Service Units” — An Award in the form of Restricted Stock and/or Restricted
Stock Units that becomes nonforfeitable upon the Participant’s satisfaction of the
Required Service Period.
	 
	 	U.	 	“Shares” — Shares of common stock of the Company.
	 
	 	V.	 	“Stock Plan” — The Flowserve Corporation Equity and Incentive Compensation
Plan, as amended from time to time.




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	 	W.	 	“Subsidiary” — Any entity of which more than 50 percent of the voting control
is owned, directly or indirectly, by the Company.






	III.	 	ADMINISTRATION
	 
	 	 	The LTI Plan will be administered by the Committee or its delegate in accordance with the
provisions of Article III of the Stock Plan. Membership on the Committee shall be limited
to those members of the Board who are “outside directors” under Section 162(m) of the Code
and shall be composed entirely of independent directors as required by the New York Stock
Exchange “NYSE” rules. No member of the Committee will be eligible to be granted an Award
(i) while he is a member of the Committee, or (ii) with respect to any Fiscal Year during
which a Performance Cycle was established and he was a member of the Committee. No
amendment shall retroactively affect the benefit rights or other entitlement of any Award
granted to or earned by a Participant.
	 
	IV.	 	ELIGIBILITY AND ELECTION TO PARTICIPATE
	 
	 	 	Employees eligible to participate under the LTI Plan are those employees of the Company and
its Subsidiaries who are in a position to contribute, in a substantial measure, to the
long-term strategies, performance and profitability of the Company and its Subsidiaries.
Generally, only employees who are at the Executive Officer, Officer, Vice President, or
Director level will be eligible for participation, although the Committee in its discretion
may admit other employees as Participants.
	 
	V.	 	OPERATION OF THE LTI PLAN






	 	A.	 	Authority of the Committee. The Committee will have the sole authority
to determine (i) the eligible employees who will become Participants, (ii) the number
of Performance Shares and/or Service Units each Participant will receive, (iii) the
duration of the Required Service Period, and (v) the form of the Award.
Notwithstanding the foregoing, Awards to Participants working in certain countries
outside the United States shall take the form of Restricted Stock Units in order to
defer taxation to the Participant, as determined by the Committee in its discretion.
There may be more than one Performance Cycle and/or Required Service Period in
existence at any one time, and the duration of Performance Cycles and/or Required
Service Periods may differ from each other. Each Award of Performance Shares will be
confirmed by a Performance Shares offer executed by the Company and sent to the
Participant, which shall be deemed to have been accepted by the Participant and thus
have become a binding agreement, unless the Participant declines in writing within
seven (7) days after receipt or unless provided otherwise in the offer. In addition,
each Award of Service Units will be confirmed by a Service Unit offer (which may or may
not be included with the Performance Shares offer) executed by the Company and sent to
the Participant, which shall be deemed to have been accepted by the Participant and
thus have become a binding agreement, unless the Participant objects in writing within
seven (7) days after receipt or unless provided otherwise in the offer.




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	 	B.	 	Performance Goals. Awards of Restricted Stock, Restricted Stock Units
or Performance Shares may be made subject to the attainment of Performance Goals
relating to one or more business criteria, which, where applicable, shall be within the
meaning of Section 162(m) of the Code, and consist of one or more or any combination of
the following: (i) gross profit, (ii) operating income, (iii) income before taxes, (iv)
income after taxes, (v) economic profit, (vi) earnings per share, (vii) return on
assets, (viii) return on investment, (ix) return on equity, (x) return on sales, (xi)
total return to shareholders, (xii) operating cash flow, (xiii) free cash flow, (xiv)
cash flow return on investments, (xv) debt to equity measures, (xvi) ratio of debt to
debt plus equity, (xvii) ratio of operating earnings to capital spending, (xviii)
sales, (xix) sales growth, (xx) market share, (xxi) economic value added (xxii) stock
price, (xxiii) growth measures, (xxiv) total shareholder return, (xxv) inventory
turnover (xxvi) on-time delivery measures, (xxvii) increase in revenues, (xxviii)
increase in cash flow, (xxix) increase in cash flow return, (xxx) return on net assets,
(xxxi) return on capital, (xxxii) operating margin, (xxxiii) contribution margin,
(xxxiv) net income, (xxxv) pretax earnings, (xxxvi) pretax earnings before interest,
depreciation, and amortization, (xxxvii) pretax operating earnings after interest
expense and before incentives, service fees, and extraordinary or special items,
(xxxviii) debt reduction, (xxxix) general and administrative expenses, (xl) net asset
value, (xli) operating costs, (xlii) profit before tax, (xliii) earnings before
interest and taxes, (xliv) operating earnings, (xlv) net profit, (xlvi) net sales,
(xlvii) return on shareholders’ equity, and (xlviii) any of the above goals determined
on an absolute or relative basis or as compared to the performance of a published or
special index deemed applicable by the Committee including but not limited to, the
Standard & Poor’s 500 Stock Index or a group of comparable companies (“Performance
Criteria”). Prior to the beginning of each Performance Cycle, or as soon as
practicable thereafter (and no later than 90 days after the commencement of the
Performance Cycle, or if the Performance Cycle is less than twelve (12) months, no
later than before 25% of the Performance Cycle has been completed), the Committee will
establish Performance Goals for such Cycle. (See Attachment A for the Performance
Goals for each applicable Cycle.) With respect to an Award of Performance Shares
intended to satisfy the requirements of Section 162(m) of the Code, during any Cycle,
the Committee may reduce the Performance Goals for such Cycle to take into account the
negative effect on the attained levels of the Performance Goals which result from
specified corporate transactions, extraordinary events, accounting changes and other
similar occurrences, so long as those transactions, events, changes and occurrences
were not certain at the time the Performance Goal was initially established, and the
number of Performance Shares is not increased, unless the reduction in the Performance
Goals would reduce or eliminate the number of Performance Shares, and the Committee
determines not to make such reduction. Additionally, in establishing the Performance
Goals, the Committee may provide for the manner in which the Performance Goals will be
measured in light of specified corporate transactions, extraordinary events, accounting
changes and other similar occurrences, to the extent those transactions, events,
changes and occurrences have a positive effect on the attained levels of the
Performance Goals, so long as the Committee’s actions do not increase the




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	 	 	 	number of Performance Shares for any Participant. With respect to an Award of
Performance Shares that is not intended to satisfy the requirements of Section
162(m) of the Code, if the Committee determines, in its sole discretion, that the
established performance measures or objectives are no longer suitable because of a
change in the Company’s business, operations, corporate structure, or for other
reasons that the Committee deems satisfactory, the Committee may modify the
performance measures or objectives and/or the performance period. Notwithstanding
the foregoing provisions of this Section, with respect to any Performance Shares
granted to the Executive Officer that are intended to satisfy the requirements of
Section 162(m) of the Code, the Committee may not in any event increase the amount
of compensation payable to the individual upon the attainment of the Performance
Goals. The extent to which any applicable Performance Goals have been achieved
shall be conclusively determined by the Committee prior to payment of any Shares.






	 	C.	 	Required Service Periods. The Committee will establish Required
Service Periods on the basis of such criteria and to accomplish such objectives as the
Committee may from time to time select. The Required Service Period shall be specified
in the applicable Service Unit offer accompanying an Award of Service Units.
	 
	 	D.	 	Computation of Performance Share Awards Earned. The Committee will
determine the number of Performance Shares which have been earned at the end of each
Performance Cycle, based upon the Company’s performance in relation to the established
Performance Goals. A Participant’s earned Award for any Performance Cycle shall be
contingent upon the Company’s achieving such percentage of the Performance Goals for
that Cycle as may be specified by the Committee. If the Company’s performance falls
short of or exceeds such goals, the actual Award may be less than or exceed the target
Award by such amount as may be specified by the Committee, but the actual Award shall
in no event exceed 200% of the target Award.
	 
	 	E.	 	Payment of Performance Shares. Payment of Performance Shares will be
in the form of Shares or cash (the amount of which shall be determined based upon the
Current Market Value of the Shares vested upon achievement of the Performance Goals),
provided, however, the number of Shares or cash actually received by a Participant will
be solely contingent upon the Company’s achievement of the pre-established Performance
Goal for such Performance Cycle. Performance Shares shall be valued by reference to a
Share’s “Current Market Value” on the February 1 following the end of the
applicable Performance Cycle, or such other date selected by the Committee, in its sole
discretion. When payable in cash, “Current Market Value” shall mean the average of the
last sale price of a Share during the period beginning 31 days prior to and ending on
the date that the value of the Share is to be determined, as reported by the National
Association of Securities Dealers, Inc. through the NYSE or, in the event that the
Shares are listed on an exchange, the average of the last sale prices of a Share on
such exchange during such period. Payment of Performance Shares will be made as




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	 	 	 	soon as practicable after the determination of the value of a Share, where
applicable, and the completion of the Performance Cycle during which the Awards were
earned, and in no event later than the date that is 21/2 months following the close of
the taxable year in which such Performance Shares vest in accordance with the terms
of the applicable award agreement.






	 	F.	 	Compliance with Securities Law and Regulations. The issuance or
delivery of Shares pursuant to the LTI Plan shall be subject to, and shall comply with,
any applicable requirements of federal and state securities laws, rules and regulations
(including, without limitation, the provisions of the Securities Act of 1933, the
Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder),
any securities exchange upon which the Shares may be listed and any other law or
regulation applicable thereto. The Company shall not be obligated to issue or deliver
any Shares pursuant to the LTI Plan if such issuance or delivery would, in the opinion
of the Committee, violate any such requirements. The foregoing shall not, however, be
deemed to require the Company to issue Shares pursuant to an Award if a necessary
listing or quotation of the Shares on a stock exchange or inter-dealer quotation system
or any registration under state or federal securities laws required under the
circumstances has not been accomplished.
	 
	 	G.	 	Number of Shares Available for Awards. All Awards granted pursuant to
this LTI Plan shall be subject to the limitations on grants set forth in the Stock
Plan, including the provision of the Stock Plan that provides that no one individual
may receive a grant in any calendar year of Restricted Stock or Restricted Stock Units
that are subject to the attainment of Performance Goals relating to more than 200,000
Shares.






	VI.	 	TERMINATION OF EMPLOYMENT






	 	A.	 	Performance Shares.






1. Termination Generally. Except as provided in Section VI.A.2 below, all
Awards of Performance Shares not yet earned upon a Participant’s termination of
employment for any reason will be forfeited, unless specified otherwise in the offer
or other agreement evidencing the Performance Shares. The Committee may, but is not
obligated to, make whole or partial payments of Performance Shares to a terminated
Participant at its discretion if it deems such action to be in the best interest of
the Company.




2. Termination Due to Death, Disability or Retirement. Notwithstanding
Section VI.A.1 above, in the event a Participant’s employment with the Company or a
Subsidiary is terminated due to the Participant’s death, Disability or Retirement,
and such termination occurs in the Plan Year in which the Performance Cycle
applicable to an Award of Performance Shares ends, the Participant shall be eligible
to receive a number of Performance Shares subject to such Award, which shall be the
total number of Performance Shares granted to the Participant pursuant to such
Award, provided that the Performance Shares



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actually paid to the Participant will be contingent upon the Company’s actual
performance for the Performance Cycle as determined by the Committee in accordance
with Section V.D. hereof. Any amounts that become payable pursuant to this Section
VI.A.2 will be paid at the same time as provided in Section V.E. In the event of a
Participant’s death, any amount payable with respect to his Performance Shares shall
be paid to his beneficiary(ies). Should a beneficiary die after the Participant
dies, but before the benefit is disbursed, the benefit will be paid to the
beneficiary’s estate.




3. Other Termination Provisions. Notwithstanding Section VI.A.1 above, in
the event a Participant’s employment with the Company or a Subsidiary is terminated
due to the Participant’s reduction-in-force (as determined in the sole discretion of
the Committee), termination triggering payment under the Officer Severance Plan, or
in the event a Participant is reassigned to a non-participating position, and such
termination or reassignment occurs in the Plan Year in which the Performance Cycle
applicable to an Award of Performance Shares ends, the Participant shall be eligible
to receive a number of Performance Shares subject to such Award equal to the product
of (i) the total number of Performance Shares granted to the Participant pursuant to
such Award times (ii) a fraction, the numerator of which is the number of full
months (counting the month in which the Participant’s termination of employment
occurs as a full month), beginning with the first month in the Performance Cycle,
during which the Participant was employed by the Company or a Subsidiary, and the
denominator of which is the total number of months in the Performance Cycle,
provided that the Performance Shares actually paid to the Participant will be
contingent upon the Company’s actual performance for the Performance Cycle as
determined by the Committee in accordance with Section V.D. hereof. Any amounts
that become payable pursuant to this Section VI.A.2 will be paid at the same time as
provided in Section V.E.




	 	B.	 	Service Units. Except as otherwise provided in the offer or other
agreement evidencing Service Units, all Service Units not yet vested upon a
Participant’s termination of employment for any reason will be forfeited.
Notwithstanding the foregoing, the Committee may, but is not obligated to, make whole
or partial payments of Service Units to a terminated Participant at its discretion if
it deems such action to be in the best interest of Company.






	VII.	 	DESIGNATION OF THE BENEFICIARY
	 
	 	 	Upon the grant of an Award pursuant to this LTI Plan, each Participant shall designate one
or more beneficiaries to whom the Company will make any distribution payable after the
Participant’s death. This designation will be made in writing on a form filed with the
Company’s Vice President, Secretary, and General Counsel (or other individual designated by
the Vice President, Secretary and General Counsel). If a Participant does not designate a
beneficiary, or if the beneficiary predeceases the Participant, the distribution shall be
made to the Participant’s estate. Should a beneficiary die after the Participant but before
distribution is made, the distribution shall be made to the




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	 	 	beneficiary’s estate. A Participant may change his designated beneficiary(ies) at any time.






	VIII.	 	AMENDMENT, SUSPENSION OR TERMINATION OF LTI PLAN
	 
	 	 	In addition to the Committee’s power to amend the LTI Plan as described in Article III of
this LTI Plan, the Committee may at any time amend, suspend or terminate this LTI Plan;
provided, however, that no amendment, suspension or termination will affect the rights of
Participants to receive distribution of Awards already vested but not paid nor retroactively
eliminate or reduce any Award granted to or earned by any Participant, without the consent
of the affected Participant. For purposes of the foregoing, an Award of Performance Shares
shall be considered to have been vested upon the certification of accomplishment of
Performance Goals, and an Award of Service Units shall be considered to have been vested
upon the Participant’s satisfaction of the Required Service Period.
	 
	IX.	 	GENERAL






	 	A.	 	All expenses of administering the LTI Plan, including reasonable compensation
to the members of the Committee, will be borne by the Company and its Subsidiaries.
	 
	 	B.	 	No rights under the LTI Plan, contingent or otherwise, will be transferable,
assignable or subject to any encumbrance, pledge or charge of any nature.
	 
	 	C.	 	Neither the adoption of the LTI Plan nor its operation will in any way affect
the right and power of the Company to dismiss or discharge any employee at any time.
	 
	 	D.	 	The Board, the Committee and the Chief Executive Officer may rely upon any
information supplied to them by an officer of the Company or by the Company’s
independent public accountants and may rely upon the advice of such accountants or of
counsel in connection with the administration of the LTI Plan and will be fully
protected in relying upon such information or advice.





          IN WITNESS WHEREOF, the Company has caused this LTI Plan to be executed on February 22, 2010
and effective as of January 1, 2010, except as otherwise stated herein.




	 	 	 	 	 
	 	FLOWSERVE CORPORATION

 	 
	 	By:  	/s/ Ronald F. Shuff
 	 
	 	 	Ronald F. Shuff 	 
	 	 	Senior Vice President, Secretary and
General Counsel 	 
	 




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