Exhibit



Exhibit 10.1 -  Arjun Sharma Severance Agreement





SEVERANCE    AGREEMENT     


This  Severance  Agreement  (the "Agreement")   is made and entered  into as of
April 21, 2017  by and between  CIRCOR  International,  Inc. ("CIRCOR"   or "Company")   and
Arjun  Shanna  (the "Executive").


WHEREAS,    CIRCOR  presently  employs  the Executive  in which  capacity  the Executive serves as Senior Vice President,  Business  Development   and as an officer  and/or director  of other direct and indirect  subsidiaries  of the Company;  and


WHEREAS,    the Company  desires  to provide  severance  compensation   to the Executive upon the occurrence  of certain  events;  and


WHEREAS,    in exchange  for the severance  compensation   provided  for under this Agreement,  Executive  agrees to certain  non-competition   and non-solicitation   covenants  as set forth herein,


NOW,  THEREFORE,  in consideration   of the foregoing  and the mutual promises  of the parties  herein  contained,  and for other  good  and valuable  consideration,   the receipt  and sufficiency  of which  are hereby  acknowledged,   the Company  and the Executive  hereby  covenant and agree with each other as follows:


1.             Definitions.    For purposes of the Agreement,  the following  terms  shall have the following meanings:


(a)        "Accrued  Benefits"  shall mean  (i) all accrued but unpaid  Base Salary through  the Date of Termination   of Executive's   employment   (including  any accrued  vacation)  at the rate in effect at the time Notice  of Termination   is given,  (ii) any unpaid  or unreimbursed   expenses incurred  in accordance  with Company  policies,  (iii) accrued but unused  vacation  days through
the Date of Termination   of Executive's   employment  determined  as per the Company's   vacation policy, and (iv) any amounts  that are accrued  and vested under  any Company  plan or policy  as of the Date of Termination.


(b)        "Base  Salary"  shall mean  the Executive's   annual base  salary.


(c)        "Disability"   shall mean,  as a result of Executive's   incapacity  due to physical  or mental  illness,  Executive  shall have been  absent  from his duties with the Company  on a full-time basis for 180 calendar  days in the aggregate  in any twelve  month  period.


(d)        "For Cause"  shall mean:  (i) conduct  by Executive  constituting  a material  act of willful misconduct  in connection  with the performance   of his duties,  including,  without limitation,  misappropriation   of funds  or property  of the Company  or any of its affiliates  other than the occasional,  customary  and de minimis  use of Company  property  for personal  purposes; (ii) criminal  or civil conviction  of Executive,   a plea of nolo   contendere  by Executive  or conduct by Executive  that would  reasonably  be expected  to result in material  injury to the reputation  of the Company  if he  were retained  in his position  with the Company,  including,  without  limitation, conviction  of a felony  involving  moral  turpitude;  (iii) continued,  willful  and deliberate  non• performance  by Executive  of his duties  hereunder  (other than by reason  of Executive's   physical or mental  illness,  incapacity  or disability)  which  has continued  for more than thirty  (30) days following  written  notice  of such non-performance   from the Board of Directors  of the Company (the "Board");  or (iv) a violation  by Executive  of the Company's   employment  policies  which has continued  following  written  notice  of such violation  from the Board.




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Exhibit 10.1 -  Arjun Sharma Severance Agreement





( e)        "Good  Reason"  shall mean that Executive  has complied  with the "Good  Reason Process"  (hereinafter  defined)  following  the occurrence  of any of the following  events:  (a) a material  diminution  or other material  adverse  change,  not consented  to by Executive,   in the nature or scope of Executive's   responsibilities,   authorities,   powers,  functions  or duties;  (b) an involuntary  material  reduction  in Executive's   Base  Salary except for across-the-board   reductions similarly  affecting  all or substantially  all management   employees;  (c) a material  breach  of this Agreement  by the Company;  or (d) a material  change  in the geographic  location  at which the Executive  provides  services  to the Company.


"Good  Reason  Process"  shall mean that (i) Executive  reasonably  determines  in good faith that a "Good  Reason"  event has occurred;  (ii) Executive  notifies  the Company  in writing  of the occurrence  of the Good Reason  event within  60 days of such occurrence;  (iii) Executive reasonably  cooperates  in good faith with the Company's   efforts following  such notice  (the "Cure Period"),   to promptly  remedy  the condition;  (iv) notwithstanding   such efforts,  the Good Reason event continues  to exist; and (v) the Executive  terminates  his employment  within  60 days after the  end of the Cure Period.   If the Company cures the Good Reason event during the Cure Period, Good Reason shall be deemed not to have occurred.


(f)        "Severance Benefits"  shall mean the payments described in Section 2(c) of this
Agreement.


2.          Post Termination Payments.


(a)       Termination by the Company For Cause, Death or Disability.  Upon termination of the Executive's employment by the Company for Cause, death, or Disability, the Company shall, through the Date of Termination (hereinafter defined), pay Executive the Accrued Benefits.  Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement or as required by law.


(b)       Termination by the Executive other than for Good Reason.  If Executive's employment is terminated by the Executive other than for Good Reason, then the Company shall, through the Date of Termination, pay Executive the Accrued Benefits. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement.


(c)       Termination by the Company Other Than for Cause, Death or Disability or by the Executive for Good Reason.  If Executive's employment is terminated (i) by the Company other than For Cause or Executive's  death or Disability or (ii) by the Executive for Good Reason, then the Company shall, through the Date-of Termination, pay Executive the Accrued Benefits. Subject to Section 2(d) and Section 18 below, the Executive shall also receive the following Severance Benefits:


 (i)         a lump sum payment  equal to the Executive's   current Base Salary in effect during the fiscal year in which  such termination  occurs  payable  in a single lump sum payment  as soon as administratively   practicable  (but not later than sixty (60) days) following  such Date of Termination;


(ii)        a lump sum payment  equal to the product  of (A) the amount  of the annual short-term  bonus that would  have been payable  to the Executive  if the Executive  was still employed  as of December  31st of the then current  fiscal  year in respect  of the fiscal year in which  employment  termination   occurs based on actual  performance  as compared  to performance   goals, and (B) the ratio of (x) the number  of days elapsed during the fiscal year during which  such termination   of employment  occurs  on or prior to the date of such termination  to (y) 365, payable  as of the same time as annual  short-term  bonuses  are paid to other senior executives;  and




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Exhibit 10.1 -  Arjun Sharma Severance Agreement





(iii)       subject to the Executive's   election  of COBRA  rights, monthly  payment  of an amount  equal to the employer's   cost coverage  in accordance  with its contribution percentage  toward  medical  and dental coverage  for active  employees  immediately  prior
to the Date of Termination   for twelve  (12) months  after  such termination;  provided,
however,  that the installment  payments  under this Section  2( c)(iii) shall cease on the first day of the month  immediately   following  the month  that the Executive  no longer qualifies for continued  COBRA  coverage  for any reason,  including  but not limited  to the Executive's   failure to pay the Executive's   portion  of the COBRA  cost or the Executive
becoming  eligible  for medical/dental   insurance  under  another  group health  insurance  plan
(as defined  by COBRA).   Notwithstanding   the foregoing,  if the Company  determines,  in its sole discretion,  that it cannot  pay the foregoing  installment  payments  without  a substantial  risk of violating  applicable  law (including,  without  limitation,   Section 2716 of the Public  Health  Service  Act), the Company  shall be entitled  to amend this Section
2(c)(iii)  in order to preserve  the value of such installment   payments  to the Executive without  additional  cost to either party.


(d)        Required  Release.   The payment  of the Severance  Benefits  shall be conditioned upon the Executive's   execution,  delivery  to the Company,  and non-revocation   of the release  of claims,  in a form reasonably  acceptable  to the Company  (and the expiration  of any revocation period  contained  in such release  of claims)  within  sixty (60) days  following  the date of Executive's   termination   of employment   hereunder.   If the Executive fails to execute the release
of claims in such a timely manner so as to permit any revocation period to expire prior to the end
of such sixty (60) day period, or timely revokes the Executive's execution of such release following its execution, the Executive shall not be entitled to any of the Severance Benefits. Further, to the extent that any of the Severance Benefits constitutes "nonqualified deferred compensation" for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th) day following termination of the Executive's employment hereunder, but for the condition on executing the release of claims as set forth herein, shall not be made until the first (1st) regularly scheduled payroll date following such sixtieth (60th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according to the applicable schedule set forth herein (and the first payment shall include any portion of the Severance Benefits, and any such other payments or benefits, that would have been paid during such sixty (60) day period).


 (e)        Termination  Covered Under  Executive  Change  of Control  Agreement.   If Executive's employment is terminated under circumstances that would afford Executive certain rights under the Executive Change of Control Agreement currently in effect between the Company and Executive (or any successor agreement), the provisions of the Executive Change of Control Agreement shall govern and this Agreement shall have no force and effect, it being
intended that the Executive Change of Control Agreement shall govern the rights and obligations of the parties in the event of a termination covered under the Executive Change of Control
Agreement and this Agreement shall govern the rights and obligations of the parties in the event of any other termination.


3.        Notice of Termination. Any termination of Executive's employment by the Company or any such termination by Executive shall be communicated by written Notice of Termination to the other party hereto.  For purposes of this Agreement, a "Notice of Termination" shall mean a notice that indicates the specific termination provision in this Agreement relied upon.


4.        Date of Termination.  The "Date of Termination" shall be the date on which Notice of Termination is provided by either party or such later date as may be specified in such Notice of Termination.


5.        Withholding. All payments made to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law.


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Exhibit 10.1 -  Arjun Sharma Severance Agreement







6.        No Mitigation.  The Company agrees that, if the Executive's employment by the Company is terminated during the term of this Agreement, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to any provision of this Agreement, including any payment under Section
2.  Further, except as otherwise provided herein, the amount of any payment provided for in this
Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company or otherwise.


7.        Non-Competition and Non-Solicitation Covenants; Confidentiality.  In consideration of the benefits afforded the Executive under the terms provided in this Agreement, Executive agrees that


(a)       during the term of Executive's employment with the Company and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Executive will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is engaged in a business that is competitive with any of the Company's or its affiliates' products which are produced by the Company or its affiliates as of the date of Executive's termination of employment with the Company, in any area or territory in which the Company or any affiliate conducts operations; provided, however, that the foregoing shall not prohibit Executive from owning up to one percent ( 1 %) of the outstanding stock of a publicly held company engaged in the Fluid-Control Industry; and


 (b)        during the term  of Executive's   employment   with the Company  and for a period  of twelve  (12) months  thereafter,   regardless  of the reason  for termination  of employment,   Executive will not directly  or indirectly  solicit  or induce  any present  or future employee  of the Company  or any affiliate  to accept  employment   with Executive  or with any business,  operation,   corporation, partnership,   association,  agency,  or other person  or entity  with which  Executive  may be
associated,  and Executive  will not employ or cause any business,  operation,  corporation,
partnership,   association,   agency,   or other person  or entity  with which Executive  may be associated  to employ  any present  or future employee  of the Company  or its affiliates  without providing  the Company  with ten ( 10) days'   prior written  notice  of such proposed  employment.


(c)        in the course of Executive's employment with the Company (and, if applicable, its predecessors), Executive has been allowed to become, and will continue to be allowed to
become, acquainted with the Company's business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the
Company's  and its affiliates' and predecessors' operations, business opportunities, price and cost
information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the Company's and its affiliates' and predecessors' business.  The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties.  Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties
on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company, as appropriate, of such event, shall cooperate with the Company, as appropriate, in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential 


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Exhibit 10.1 -  Arjun Sharma Severance Agreement





Information becomes generally known to and available for use in the Company's industry (the "Fluid-Control Industry"), other than as a result of any action or inaction by Executive; or
(iv) such information has been rightfully received by a member of the Fluid-Control Industry or has been published in a form generally available to the Fluid-Control Industry prior to the date Executive proposes to disclose or use such information.  Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in
competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company, all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them provided to or created by him during the course of his employment with the Company.  The provisions of this Paragraph 7(c) shall survive termination of this Agreement for any reason.


Should Executive violate any of the provisions of paragraphs 7(a) or (b), then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which Executive began such violation  until he permanently  ceases  such violation,  the Severance  Benefits  shall cease and the Company  shall be entitled  to recovery  previously  paid  Severance  Benefits.


8.           Notice.    For purposes  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  or mailed  by United  States certified  mail,  return  receipt  requested,  postage  prepaid, addressed  as follows:


If to the Executive:


At Executive's home address as shown in the Company's personnel records;


If to the Company:


CIRCOR International, Inc.
30 Corporate Drive, Suite 200
Burlington, MA O 1803
Attn:   President & CEO
Attn:   Vice President-Human Resources


or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.


9.         Successor to Company.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement to the same extent that the Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption of this Agreement at or prior to the effectiveness of any succession shall be a breach of this Agreement and shall constitute Good Reason if the Executive elects to terminate employment.


10.      Amendment; Other Agreements.  No provisions of this Agreement may be amended, modified, or discharged unless such amendment, modification, or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board. No agreements or representations, oral or otherwise, express or
implied, unless specifically referred to herein, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.


11.      Governing Law.  The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts (without regard to principles of conflicts of laws).


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Exhibit 10.1 -  Arjun Sharma Severance Agreement







12.      Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.


13.      Arbitration; Other Disputes.  In the event of any dispute or controversy arising under or in connection with this Agreement, the parties shall first promptly try in good faith to settle such dispute  or controversy  by mediation  under the applicable  rules of the American  Arbitration Association  before  resorting  to arbitration.    In the event  such dispute or controversy  remains unresolved  in whole  or in part for a period  of 30 days after it arises, the parties  will settle any remaining  dispute  or controversy  exclusively  by arbitration  in Boston,  Massachusetts,   in accordance  with the rules of the American  Arbitration   Association  then in effect.   Judgment  may be entered  on the arbitrator's   award in any court having jurisdiction.    Notwithstanding   the above, the Company  shall be entitled  to seek a restraining  order or injunction  in any court  of competent jurisdiction   to prevent  any continuation  of any violation  of Section 7 of this Agreement. Furthermore,   should  a dispute  occur concerning  Executive's   mental or physical  capacity  as described  in Subparagraph   l(b)  or 2(a), a doctor  selected  by Executive  and a doctor  selected  by
the Company  shall be entitled  to examine  Executive.    If the opinion of the Company's doctor and
Executive's doctor conflict, the Company's  doctor and Executive's doctor shall together agree upon a third doctor, whose opinion shall be binding.


14.      Assignment. Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law  or otherwise, without the prior written consent of the other party, and without such consent any attempted transfer shall be null and void and of no effect. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.  In the event of the Executive's death prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to his death (or to his estate, if the Executive fails to make such designation).


15.      Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Executive was employed by the Company; provided, however, that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil or criminal litigation. Executive's cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.  During and after Executive's employment, Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company.  The Company shall also provide Executive with compensation on an hourly basis (to be derived from the sum of his Base Salary) for requested litigation and
regulatory cooperation that occurs after his termination of employment, and reimburse Executive for all costs and expenses incurred in connection with his performance under this Paragraph 15, including, but not limited to, reasonable attorneys' fees and costs.


16.      Enforceability.  If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as
to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision  of this Agreement   shall be valid and enforceable  to the fullest extent permitted  by law.


17.         Waiver.   No waiver  of any provision  hereof  shall be effective  unless made in writing  and signed by the waiving  party.   The failure of any party to require  the performance  of any term or obligation  of this Agreement,   or the waiver by any party  of any breach  of this Agreement,  shall not prevent  any subsequent  enforcement  of such term or obligation  or be deemed  a waiver  of any subsequent  breach.


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Exhibit 10.1 -  Arjun Sharma Severance Agreement







18.       Section 409A.


(a)        It is intended  that any compensation   or benefits  under this Agreement  satisfy,  to the greatest  extent  possible,  the exemptions  from the application  of Section 409 A of the Internal Revenue  Code of 1986, as amended  ("Section  409A")  provided  under  Treasury  Regulations Sections  l.409A-l(b)(4),     and  l.409A-l(b)(9),    and this Agreement  will be construed  to the greatest  extent possible  as consistent  with those provisions,   and to the extent not so exempt,  this Agreement  (and any definitions  hereunder)  will be construed  in a manner  that complies  with Section 409A.   For purposes  of Section  409A (including,   without  limitation,  for purposes  of Treasury  Regulations   Section  l.409A-2(b)(2)(iii)),    the Executive's   right to receive  any installment  payments  under this Agreement  (whether  Severance  Benefits  or otherwise)  shall be treated as a right to receive  a series of separate  payments  and, accordingly,  each installment payment  hereunder  shall at all times be considered  a separate  and distinct  payment.   Severance Benefits  shall not commence  until  the Executive  has a "separation   from service"  (as defined under Treasury  Regulation   Section  l.409A-l(h),    without  regard  to any alternative  definition thereunder,   a "separation   from service").


(b)        Notwithstanding   any provision  to the contrary  in this Agreement,   if the Executive is deemed by the Company  at the time of termination  to be a "specified  employee"  for purposes of Section 409A(a)(2)(B)(i),   and if any of the payments  set forth herein  are deemed  to be "deferred  compensation,"   then to the extent delayed  commencement   of any portion  of such payments  is required  in order to avoid a prohibited  distribution   under  Section 409A(a)(2)(B)(i) and the related  adverse  taxation  under  Section 409 A, such payments  shall not be provided  prior to the earliest  of (i) the expiration  of the six-month  period  measured  from the Executive's employment  termination,   (ii) the date of Executive's   death or (iii) such earlier date as permitted under Section  409A without  the imposition  of adverse  taxation.   Upon the first business  day
following  the expiration  of such period,  all payments  deferred  pursuant  to this paragraph  shall be
paid in a lump sum, and any remaining  payments  due shall be paid as otherwise  provided  herein. No interest  shall be due on any amounts  so deferred.


(c)        To the extent  that any right to reimbursement   of expenses  or payment  of any benefit  in-kind  under this Agreement  constitutes  nonqualified   deferred  compensation   (within  the meaning  of Section  409A  of the Code),  (i) any such expense  reimbursement   shall be made by the Company  no later than the last day of the taxable  year following  the taxable  year in which  such expense  was incurred  by Executive,  (ii) the right to reimbursement   or in-kind  benefits  shall not
be subject to liquidation  or exchange  for another benefit,  and (iii) the amount  of expenses eligible for reimbursement   or in-kind  benefits  provided  during  any taxable  year shall not affect the expenses  eligible  for reimbursement   or in-kind benefits  to be provided  in any other taxableyear; provided,  that the foregoing  clause  shall not be violated  with regard to expenses  reimbursed under any arrangement   covered  by Section  105(b)  of the Code solely because  such expenses  are subject to a limit related to the period the arrangement   is in effect.


(d)        While the payments  and benefits  provided  hereunder  are intended  to be structured in a manner  to avoid the implication  of any taxes  or related liability  under Section  409 A of the Code.  The parties  agree that this Agreement  may be amended,  as reasonably  requested  by either party, and as may be necessary  to fully comply  with  Section 409A of the Code and all related rules and regulations  in order to preserve  the payments  and benefits  provided  hereunder  without additional  cost to either party.


(e)        The Company  makes no representation   or warranty  and shall have no liability  to the Executive  or any other person  if any provisions   of this Agreement  are determined  to constitute  deferred  compensation   subject to Section  409A of the Code but do not satisfy an exemption  from, or the conditions  of, such Section.




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Exhibit 10.1 -  Arjun Sharma Severance Agreement







IN WITNESS  WHEREOF,  the parties  have  executed  this Agreement  effective  on the date and year first above written.


CIRCOR  INTERNATIONAL,    INC.




By: /s/ Scott A. Buckhout
Scott A. Buckhout
President & CEO


By: /s/ Arjun Sharma
Arjun Sharma
Senior Vice President, Business Development






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