exv10w41






Exhibit 10.41




November 19, 2008




Mr. Lewis Kling

President and Chief Executive Officer

Flowserve Corporation




Dear Lew:



On May 29, 2007, you entered into a letter agreement with Flowserve Corporation (the “Original
Letter”) regarding the details of your continued employment with Flowserve Corporation
(“Flowserve”). The sole purpose of this side letter to the Original Letter (this “Side Letter”) is
to set forth the mutually agreed upon amendments to the Original Letter to bring the provisions of
the Original Letter into compliance with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”). The terms of the Original Letter shall remain in full force and effect,
except to the extent revised by this Side Letter.



First, with respect to the seventh paragraph of the Letter (beginning “Among the conditions of the
grants described in this letter. . .”) regarding the pro-rata portion of the annual bonus that
would be paid to you in the event you are terminated by Flowserve without cause or if you terminate
your employment for certain “good reason” events, the Original Letter is hereby amended by adding
the following to the end of the seventh paragraph:




Notwithstanding the foregoing, in the event you are deemed at the time of such
termination of employment to be a “specified employee” under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), then such payment will not
be made or commence until the earliest of (x) the expiration of the six (6) month
period measured from the date of your “separation from service” (as such term is
defined in the Treasury Regulations promulgated under Section 409A of the Code and
any other guidance issued under Section 409A of the Code); and (y) the date of your
death following such separation from service. Upon the expiration of the applicable
deferral period, any payments which would have otherwise been made during that
period will be paid to you or your beneficiary in one lump sum (together with
reasonable accrued interest).



Second, with respect to the ninth paragraph of the Original Letter (beginning, “Finally, the
company will permit you and your dependents. . .”) regarding the continuation of health and dental
coverage following your termination of employment, the Original Letter is hereby amended by adding
the following to the end of the ninth paragraph:




To the extent any benefits provided under this paragraph (including, the provision
of continued health and dental benefits or reimbursement benefits) are taxable to
you, such benefits, for purposes of Section 409A of the Code, shall be provided as
separate monthly in-kind payments of those benefits, and to the extent those



 









 







benefits are subject to and not otherwise exempt from Section 409A of the Code, the
provision of the in-kind benefits during one calendar year shall not affect the
in-kind benefits to be provided in any other calendar year.



Please acknowledge your acceptance of the terms of this Side Letter by countersigning below where
indicated. This Side Letter may be executed in several counterparts, each of which shall be deemed
an original but which together shall constitute one and the same instrument.



	 	 	 	 	 
	Very truly yours,

 	 	 
	/s/ William C. Rusnack
 	 	 
	William C. Rusnack 	 	 
	 
	Chairman, Organization and Compensation Committee

Flowserve Corporation 	 	 
	 
	ACKNOWLEDGED AND AGREED

 	 	 
	/s/ Lewis Kling
 	 	 
	Lewis Kling 	 	 
	Date: November 19, 2008