exv10w38






Exhibit 10.38




Amendment Number Two to the

Mark Blinn Employment Agreement




     This Amendment Number Two to the Mark Blinn Employment Agreement (the “Amendment”) is made and
entered into by and between Flowserve Corporation, a New York corporation (the “Company”) and Mark
Blinn (“Executive”) as of February 23, 2009, for purposes of amending that certain employment
agreement by and between the Company and Executive dated May 7, 2007, as amended by Amendment
Number One dated November 19, 2008 (the “Employment Agreement”). Terms used in this Amendment with
initial capital letters that are not otherwise defined herein shall have the meanings ascribed to
such terms in the Employment Agreement.



WITNESSETH




     WHEREAS, the Company and Executive desire to amend the Employment Agreement as provided
herein;



     NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter set forth
and for other good and valuable consideration, the Company and Executive agree that Sections 2 and
6(b) of the Employment Agreement are hereby amended by deleting said Sections in their entirety and
replacing them with the following:




2. Term of Employment and Agreement. Executive’s employment with the Company is on
an at-will basis, meaning that either Executive or the Company may terminate the
employment relationship at any time and for any reason not expressly prohibited by
law and in accordance with the provisions of Sections 4, 5 and 6 of this Agreement.
The at-will nature of Executive’s employment cannot be modified orally, but may only
be modified by a written agreement approved by the Company’s Board of Directors.
The actual period of Executive’s employment hereunder is referred to herein as the
“Term.” This Agreement will terminate on April 1, 2012 regardless of Executive’s
employment status with the Company at the time.




6(b). With Good Reason. Executive may resign his employment with the Company with
good reason under the following circumstances: (i) if the Company has materially
breached this Agreement and has failed to cure the breach after Executive has
provided the Company at least thirty (30) days written notice of the alleged breach,
(ii) Executive is not promoted to the Company’s CEO position immediately following
the date Mr. Kling terminates his employment with the Company for any reason, or
(iii) an individual, other than Executive, is appointed as the Chief Operations
Officer of the Company prior to the date that Mr. Kling’s employment with the
Company’s terminates for any reason. In order for Executive’s resignation to be
treated as with good reason for
purposes of Section 6(b)(ii) or Section 6(b)(iii) of this Agreement, he must resign



 









 







his employment with the Company and its Affiliated Companies no later than April 1,
2012.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed by its officers
thereunto duly authorized, and Executive has hereunto set his hand as of the day and year first
above written.



	 	 	 	 	 
	FLOWSERVE CORPORATION

 	 	 
	By:  	/s/ William C. Rusnack
 	 	 
	 	Name:  	William C. Rusnack 	 	 
	 	Title:  	Chairman, Organization and Compensation Committee 	 	 
	 
	 	 	 
	By:  	/s/ Lewis M. Kling
 	 	 
	 	Name:  	Lewis M. Kling 	 	 
	 	Title:  	Chief Executive Officer 	 	 
	 



	 	 	 	 	 
	MARK BLINN

 	 	 
	/s/ Mark Blinn