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EXHIBIT 10.44
Amendment No. 1 to Employment Agreement (the "Agreement")
Dated July 22, 1997
by and between
Flowserve Corporation (the "Company") and
("Executive")
The Company and Executive hereby agree to the following amendment to their
Agreement dated July 22, 1997:
Termination Following Change in Control
1. Paragraph 2 is hereby amended effective immediately by adding the following
sentence which shall become new Section 3(E):
(E)"Notwithstanding anything in this Agreement to the contrary, if
your employment is terminated by the Company prior to a change in
control, where a change in control in fact occurs, and you reasonably
demonstrate that such termination was at the request of a third party
who effectuates such change in control, or that such termination was
directly related to or in anticipation of such change in control,
then, for all purposes of this Agreement, you shall be entitled all
payments and benefits provided under this Agreement."
2. All the other provisions of the Agreement shall remain in full force and
effect and unchanged, subject to the specific addition noted above.
Flowserve Corporation Executive
By: /s/ Xxxxx X. Xxxxxxx By:
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Xxxxx X. Xxxxxxx
Chairman, Compensation Committee
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Amendment #2 to Agreement dated July 22, 1997 (the "Agreement")
between ("You")
and
Flowserve Corporation (the "Company")
Effective January 1, 1999, Section 5 (i) (b) of the Agreement shall be revised
and restated in its entirety as follows:
(b) In lieu of any further salary and incentive compensation payments to you
for periods subsequent to the Date of Termination, an amount (the
"Additional Compensation Payment") equal to 300% of the sum of (x) your
annual base salary at the rate in effect as of the Date of Termination (or,
if higher, at the rate in effect at the time of the change in control) and
(y);
(i) for periods beginning after December 31, 1998 and ending before
January 1, 2000, the greater of (1) the average annual amount awarded
to you under any incentive compensation plans or arrangements for the
two fiscal years immediately preceding the fiscal year during which
the Date of Termination occurs (whether or not fully paid) or (2) the
average of the target incentives ("Target Incentives") under any such
compensation plans or arrangements in effect for the year of the Date
of Termination, and the following two calendar years, provided that
the Target Incentives for the following two calendar years shall be,
where not established prior to such change in control, the greater of
the applicable Target Incentives of such compensation plans or
arrangements for either the year of the change in control or Date of
Termination, where differing;
(ii) for periods beginning after January 1, 2000, the average of such
Target Incentives, as defined and calculated above.
Effective March 1, 1999, Paragraph 5 (iv) and (v) shall be revised as follows:
I. Paragraph 5 (iv) shall be amended by adding the following sentence at the
end of the current text, which shall otherwise remain unchanged, of this
Paragraph:
"For purposes of clarification only, the Company's obligation to pay
the Supplemental Pension Benefit shall in no way be affected if the
Company elects to structure the Qualified Plan as a "cash balance"
plan, as such term may be defined by applicable federal government
regulations."
II. Paragraph 5 (v) shall be amended by adding the following sentence at the
end of the current text, which shall otherwise remain changed, of this
Paragraph:
"However, if the Company was providing you a monthly car allowance, in
lieu of actually providing a car, at the time of such Notice of
Termination, then the Company shall instead pay you a lump sum, in
addition to all other payments due to you hereunder, equal to 24 times
the greater of the monthly car allowance
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payable to you at the time of (i) the change of control of the Company
or (ii) the Date of termination, where differing. Such lump sum shall
be paid to you in cash on the fifteenth day following the Date of
Termination."
III. Paragraphs 8(A), 8(B)and 8(C) , collectively called "NON-COMPETITION",
shall be deleted in their entirety. Any other references to said Paragraphs
in the Agreement shall be appropriately deleted with the text of the
Agreement containing any such references to be hereafter interpreted in
such a way as to eliminate any of the former restrictions upon you of
Paragraphs 8(A), 8(B), and 8(C).
The remainder of the Agreement shall remain unchanged and in full force and
effect.
FLOWSERVE CORPORATION EXECUTIVE
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Chairman, Compensation Committee
3/10/99
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Date Date
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