FORM OF RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.6

Restricted Stock Agreement
Flowserve Corporation
2004 Stock Compensation Plan

          This Restricted Stock Agreement (the “Agreement”) is made and entered into by and between Flowserve Corporation, a New York corporation (the “Company”) and and «First_Name» «Last_Name» (the “Participant”) as of                      , 2007 (the “Date of Grant”).

W I T N E S S E T H

          WHEREAS, the Company has adopted the Flowserve Corporation 2004 Stock Compensation Plan (the “Plan”) to strengthen the ability of the Company to attract, motivate and retain Employees, Outside Directors and Consultants who possess superior capabilities and to encourage such persons to have a proprietary interest in the Company; and

          WHEREAS, the Organization and Compensation Committee (the “Committee”) of the Board of Directors of the Company believes that the grant of Restricted Stock to the Participant as described herein is consistent with the stated purposes for which the Plan was adopted; and

          NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter set forth and for other good and valuable consideration, the Company and the Participant agree as follows:

1.

Restricted Stock

          In order to encourage the Participant’s contribution to the successful performance of the Company, and in consideration of the covenants and promises of the Participant herein contained, the Company hereby grants to the Participant as of the Date of Grant, an Award of «#___of_Shares_Granted» shares of Common Stock, subject to the conditions and restrictions set forth below and in the Plan (the “Restricted Stock”).

2.

Restrictions on Transfer Before Vesting

	(a)		The Restricted Stock will be registered to the Participant. Each Restricted Stock registration will bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions as permitted under Section 15.9 of the Plan. Shares of Common Stock free of restriction under this Agreement and the Plan shall be delivered to the Participant promptly after, and only after, the Restriction Period expires without forfeiture in respect of such shares of Common Stock. The delivery of any shares of Restricted Stock pursuant to this Agreement is subject to the provisions of Paragraph 8 below. The Participant, by his acceptance of this Agreement, shall irrevocably grant to the Company a power of attorney to transfer any shares forfeited pursuant to Paragraph 3 and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Paragraph 2 shall be specifically performable by the Company in a court of equity or law.
	(b)		Absent prior written consent of the Committee, the shares of Restricted Stock granted hereunder to the Participant may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by

peration of law or otherwise, from the Date of Grant until said shares shall have become vested in the Participant in accordance with this Paragraph 2(b). The Restricted Stock shall vest in accordance with the following schedule:

(i)

A certain percentage of the first 25,000 shares of Restricted Stock granted hereunder, as described in the following table, shall vest as of the date that the performance goals set forth on Exhibit A (based upon the Company’s three-year median return on net assets (“RONA”) relative to the RONA of the Aspiration Group (as defined below)), have been achieved for each of the three-year periods ending on the dates set forth in table below, as determined by the Committee in its sole and absolute discretion.

Last Year of		Percent of 25,000 Shares		Number of 25,000 Shares
Performance		Granted That May Become		Granted That May Become
Period		Vested		Vested

(ii)

A certain percentage of the remaining 25,000 shares of Restricted Stock granted hereunder, as described in the following table, shall vest as of the date that the performance goals set forth on Exhibit A (based upon the Company’s three-year median total shareholder return (“TSR”) relative to the TSR for the Aspiration Group (as defined below)) have been achieved for each of the three-year ending periods ending on the dates set forth in table below, as determined by the Committee in its sole and absolution discretion.

Last Year of		Percent of 25,000 Shares		Number of 25,000 Shares
Performance		Granted That May Become		Granted That May Become
Period		Vested		Vested

			In the event the performance goals described in Paragraphs 2(b)(i) and/or 2(b)(ii) are not achieved for the applicable performance period, the shares that would have otherwise vested upon achievement of such performance goals shall be immediately be forfeited.
			For purposes of this Agreement, “Aspiration Group” shall mean the group of companies selected by the Committee, which may be modified in the Committee’s sole discretion from time to time.
	(c)		Consistent with the foregoing, except as contemplated by Paragraph 5, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or

benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits. If the Participant or his Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any right or benefit hereunder, other than as contemplated by Paragraph 5, or if any creditor shall attempt to subject the same to a writ of garnishment, attachment, execution, sequestration, or any other form of process or involuntary lien or seizure, then such right or benefit shall cease and terminate.

3.

Effect of Termination of Employment or Services

(a)

It is agreed that the Participant must remain employed as the Chief Executive Officer (the “CEO”) of the Company through the earlier of the date at which the Board of Directors appoints a new CEO or February 28, 2010; and th