|
Exhibit 4.16
AMENDMENT NO. 5 TO
FLOWSERVE CORPORATION
1998 RESTRICTED STOCK PLAN
WHEREAS, Flowserve Corporation
(the "Company") previously adopted the Flowserve Corporation 1998
Restricted Stock Plan (the "Plan"); and
WHEREAS, the Board of Directors of
the Company (the "Board") and the Organization and Compensation
Committee of the Board (the "Committee"), desire to amend the Plan
to permit the limited transfer of grants of Restricted Shares under
the Plan in accordance with applicable guidance of the Internal
Revenue Service and the Securities and Exchange Commission; and
WHEREAS, pursuant to
Article 1, Section 3 of the Plan, the Committee has
authority to amend the Plan, and the Company has determined that
the amendment to be accomplished hereunder does not require
approval of the Company’s shareholders;
NOW, THEREFORE, the Plan is hereby
amended as follows:
1. Article I,
Section 5(a)(ii) is amended and restated in the entirety to
provide as follows:
"(ii) such Restricted Shares shall
not be sold, transferred, assigned, pledged or otherwise encumbered
or disposed of during the Restriction Period, except that the
Committee may act to permit the transfer or assignment of
Restricted Shares for no consideration to trusts for th
| 
