0000950134-06-002644 Sample Contracts

RESTRICTED STOCK AGREEMENT FLOWSERVE CORPORATION 2004 STOCK COMPENSATION PLAN
Restricted Stock Agreement • February 13th, 2006 • Flowserve Corp • Pumps & pumping equipment • Texas

This Restricted Stock Agreement (the “Agreement”) is made and entered into by and between Flowserve Corporation, a New York corporation (the “Company”) and (the “Participant”) as of ___(the “Date of Grant”).

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NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES FLOWSERVE CORPORATION 2004 STOCK COMPENSATION PLAN
Nonqualified Stock Option Agreement • February 13th, 2006 • Flowserve Corp • Pumps & pumping equipment • Texas

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into by and between Flowserve Corporation, a New York corporation (the “Company”) and (the “Participant”) as of (the “Date of Grant”).

INCENTIVE STOCK OPTION AGREEMENT FLOWSERVE CORPORATION 2004 STOCK COMPENSATION PLAN
Incentive Stock Option Agreement • February 13th, 2006 • Flowserve Corp • Pumps & pumping equipment • Texas

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into by and between Flowserve Corporation, a New York corporation (the “Company”) and (the “Participant”) as of (the “Date of Grant”).

AMENDMENT TO THE DURIRON COMPANY, INC. FIRST MASTER BENEFIT TRUST AGREEMENT PREAMBLE
First Master Benefit Trust Agreement • February 13th, 2006 • Flowserve Corp • Pumps & pumping equipment

On October 1, 1987, THE DURIRON COMPANY, predecessor of FLOWSERVE CORPORATION (“Flowserve”), established the FIRST MASTER BENEFIT TRUST (the “Trust”) pursuant to a Trust Agreement between The Duriron Company, Inc. and Bank One, Dayton, as Trustee. The Trust was established to hold assets to pay deferred obligations of the grantor for incentive and deferral compensation amounts. Since the Trust was established, section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), has been enacted and has become effective with respect to the benefit plans funded under the Trust. The Trust Agreement will be amended in 2006 for overall compliance with section 409A of the Code. In the interim, Questions and Answer 20 of Internal Revenue Service Notice 2005-1 permits distribution of certain amounts without respect to the otherwise applicable limitations of section 409A. By this amendment, Flowserve intends to accomplish amendment of the Trust Agreement to provide for such distributions

SEPARATION AGREEMENT AND RELEASE
Separation Agreement • February 13th, 2006 • Flowserve Corp • Pumps & pumping equipment • Texas

This Separation Agreement and Release (“Agreement”) is voluntarily entered into on April 4, 2005, by Charles Scott Greer (“Executive”) and Flowserve Corporation (“Company”).

ASSET PURCHASE AGREEMENT by and between Curtiss-Wright Electro-Mechanical Corporation, a Delaware corporation and Flowserve US Inc., a Delaware corporation November 1, 2004
Asset Purchase Agreement • February 13th, 2006 • Flowserve Corp • Pumps & pumping equipment • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is dated as of November 1, 2004, by and between Curtiss-Wright Electro-Mechanical Corporation, a Delaware corporation (“Buyer”), and Flowserve US Inc., a Delaware corporation (“Seller”).

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