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AMENDED AND RESTATED RETIREMENT AGREEMENT

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

CIRCOR INTERNATIONAL INC

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Title: AMENDED AND RESTATED RETIREMENT AGREEMENT
Governing Law: Massachusetts     Date: 11/6/2007
Industry: FABPRD     Sector: Basic Materials

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Exhibit 10.12

AMENDED AND RESTATED RETIREMENT AGREEMENT

This AGREEMENT (the “Agreement”) is made as of the 27 th day of September, 2007 and effective as of the 22 nd day of August, 2007 (the “Effective Date”), by and between CIRCOR International, Inc., a Delaware corporation, (the “Company”) and David A. Bloss, Sr. (the “Chairman”).

WHEREAS, the Chairman has informed the Company of his intention to retire on March 1, 2008; and

WHEREAS, the Company recognizes the Chairman’s comprehensive knowledge of the Company and the fluid control industry and, as such, wishes to establish the terms of the Chairman’s continued relationship with the Company after the end of his employment; and

WHEREAS, the Company’s Board of Directors (the “Board”) has determined that it is in the best interest of the Company and its shareholders to assure that the Chairman enter into this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and conditions set forth in this Agreement, the sufficiency of which is hereby acknowledged, the Company and the Chairman agree as follows:

1. Transition . From the Effective Date through and including March 1, 2008 (the “Transition Date”) (collectively, the “Transition Period”), the Chairman will continue to serve as the Company’s Chairman and Chief Executive Officer. The terms and conditions of his employment during the Transition Period shall be governed by the Executive Employment Agreement by and between the Company and the Chairman dated as of September 16, 1999, as amended and restated September 10, 2005 (the “Employment Agreement”). The Chairman’s bonus for 2007 will be paid in February, 2008.

2. Retirement . On the Transition Date, the Chairman will retire as an employee of the Company and will resign from any and all other positions that he may hold with the Company (including those with any or all of the Company’s affiliates), except as a director and as Chairman of the Board. The Chairman and the Company agree that, as of the Transition Date, all salary, bonus, and any other employee compensation otherwise payable to the Chairman will cease, and any benefits the Chairman has or might have under any Company-provided employee benefit plans, programs, or practices (including, but not limited to participation in group medical, dental and vision plans; short-term and long-term disability insurance; basic and executive life insurance; basic accidental death and dismemberment insurance; and participation in the employee assistance plan) will terminate, except as required by federal or state law, by the terms of the respective benefit plan, or as otherwise described in this Agreement. Notwithstanding anything in this Section to the contrary, nothing herein shall terminate the Chairman’s vested rights to receive retirement benefits provided by the Company’s qualified and nonqualified retirement plans (the “Retirement Plans”).

 


3. Continuation of Group Health Insurance . As of the Transition Date, the Chairman’s eligibility for health, dental and vision benefits under the Company’s group health plan ceases. If the Chairman timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Chairman may continue his health, dental and vision benefits for a period not to exceed that prescribed under COBRA, as applied to all retirees of the Company.

4. Appointment as Non-Employee Chairman . Contingent upon the Chairman being reelected to the Board as a non-employee director by the Company’s shareholders in May, 2008, the Board shall appoint the Chairman as its non-employee Chairman for a term commencing on March 1, 2008 (the “Commencement Date”) and ending on the Company’s 2009 annual shareholder meeting (such time period is hereinafter referred to as the “Chairmanship Period”). During the Chairmanship Period, the Chairman shall provide leadership to the Board by, among other things, working with the Chief Executive Officer and the Corporate Secretary to set Board calendars, prepare agendas for Board meetings, ensure proper flow of information to Board members, facilitate effective operation of Board and Committee work, help promote Board succession planning and the recruitment and orientation of new directors, address issues of director performance, assist in consideration and Board adoption of the Company’s strategic plan and annual operating plans, and help promote senior management succession planning. In addition, if requested by the Company’s Board of Directors, the Chairman will assist the Company’s Chief Executive Officer by advising on acquisition matters, helping to develop programs and actions to reinforce the Company’s core values, providing leadership in the development of the Company’s corporate social responsibility strategy, acting as a Company spokesperson on issues of corporate social responsibility, and representing the Company at industry conferences, as appropriate. The Chairman will also assist in such other duties and responsibilities inherent in the position of non-executive Chairman as may reasonably be assigned to him by the Company’s Board of Directors. It is expected that the Chairman will provide services no more than 20 hours each calendar month, in addition to attendance at Board meetings.

5. Compensation . In consideration for the services to be provided during the Chairmanship Period, the Company shall provide the Chairman with a stipend of Fifty Thousand Dollars ($50,000 annually) (the “Chairmanship Retainer”). In addition, during the Chairmanship Period, the Chairman shall be eligible for the annual Board re


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