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EXHIBIT 10.41
AMENDMENT #1
(THE "AMENDMENT")
TO
AMENDED EMPLOYMENT AGREEMENT
(THE "AMENDED AGREEMENT")
BY AND BETWEEN
FLOWSERVE CORPORATION
(THE "COMPANY")
AND
XXXXXXX X. XXXXXXX
("EXECUTIVE")
This Amendment is entered into this 29th day of February, 2000 between Executive
and the Company.
1. Paragraph 3 of the Amended Agreement shall be revised and restated in its
entirety as follows:
3. Executive's Position and Duties During First Employment Period. During
the First Employment Period, the Executive's position and duties shall be
those set out in this Paragraph. From the date of execution of this Amended
Agreement through December 31, 1999, the Executive shall continue to serve
as the Company's Chief Executive Officer and Board Chairman on the same
terms and conditions as set forth in Paragraph 3 of the Agreement, which
terms and conditions are incorporated by reference as if fully set out
herein. Effective January 1, 2000, the Executive shall resign as Chief
Executive Officer. From January 1, 2000, through April 20, 2000, the
Executive shall serve as non-executive Board Chairman and shall be expected
to perform services for the Company up to 10 days a month. He shall continue
to be paid $2,500 per month for the costs associated with temporary living
and commuting to and from his permanent residence in Arizona and the
Company's headquarters. Effective immediately after the Company's Annual
Meeting of Shareholders on April 20, 2000, the Executive shall resign as
non-Executive Board Chairman, at which time he shall be given the honorary
title of Chairman of the Board Emeritus. During the remainder of the First
Employment Period extending from such time on April 20, 2000 to July 31,
2000 (the "Special Transition Period"), Executive shall be released from any
further obligations to perform services for the Company or to commute to the
Company's headquarters in Dallas.
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2. Paragraph 5 of the Amended Agreement shall be revised and restated in its
entirety as follows:
5. Executive's Compensation During First Employment Period.
(a) During the First Employment Period, the Executive
shall continue to be entitled to compensation as set out
in Paragraph 5 of the Agreement, which Paragraph is
incorporated by reference as if fully set out herein,
subject to the following special provisions governing the
Special Transition Period. In addition, the Executive
shall be entitled to his reasonable legal fees in
negotiating this Amended Agreement.
(b) During the Special Transition Period, Executive's
compensation shall be continued as set forth in Paragraph
5, subject only to the following modifications:
(i) Executive shall be granted, effective April 20,
2000 at the then applicable Company common stock closing
price, a final non qualified stock option covering 35,000
shares of Company common stock under the Company's 1999
Stock Option Plan, which shall be in full satisfaction of
any Company obligation to provide any further stock
option, restricted stock or other stock-based compensation
during either the First Employment Term or Second
Employment Term.
(ii) In lieu of the "Office and Support Staff" to
be provided Executive under Section 5(g) of the Agreement,
the Company shall pay
(I) Executive the lump sum of $9,000 to provide
Executive with support in maintaining an office
in the Phoenix area and
(II) Executive's expenses, in an amount not to
exceed $5,000, in terminating his lease of his
Dallas apartment and in relocating his personal
belongings from Dallas to Phoenix.
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3. Section 6(c) shall be revised and restated in its entirety as follows:
(c) Bonus. For each fiscal year, the Executive shall have
an annual bonus opportunity with a minimum target bonus of
no less than 75% of his base salary payable pursuant to
Subparagraph (a) during such fiscal year, provided that in
the event the Company meets or exceeds applicable year
2000 financial targets, as set forth in the annual
incentive plans for senior company officers and the
Executive, the Executive shall receive as his bonus
payment for the year 2000 an amount equal to (i) the year
2000 bonus payment plus (ii) an additional payment equal
to the amount by which his 1999 bonus was reduced from its
original calculation by the Compensation Committee in
February 2000
The remainder of the Amended Agreement shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment effective this 29th
of February, 2000.
ATTEST: FLOWSERVE CORPORATION
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
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Signature Xxxxxx X. Xxxxx Title: Chairman-Executive Committee
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Vice President-Secretary
and General Counsel EXECUTIVE
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Title
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
