2007 FLOWSERVE CORPORATION LONG-TERM INCENTIVE PLAN As Amended and Restated Effective February 14, 2017

The purpose of the 2007 Flowserve Corporation Long-Term Stock Incentive Plan (hereinafter referred to as the “LTI Plan”) is (i) to help the Company attract, retain, motivate and reward employees needed to plan, implement, and direct the Company’s strategy and operations; (ii) to motivate participants to achieve the corporate, divisional and subsidiary long-term goals and objectives; and (iii) to align the interests of Participants directly with those of the Company’s shareholders. These purposes will be accomplished through the granting of Restricted Stock and/or Restricted Stock Units, in accordance with and pursuant to the terms of the Flowserve Corporation Equity and Incentive Compensation Plan (the “Stock Plan”), as it may be amended from time to time.

The LTI Plan will be administered by the Committee or its delegate in accordance with the provisions of Article III of the Stock Plan. Membership on the Committee shall be limited to those members of the Board who are “outside directors” within the meaning of Section 162(m) of the Code and shall be composed entirely of independent directors as required by the New York Stock Exchange (“NYSE”) rules (or the rules of any other applicable stock exchange on which the Shares may then be listed). No member of the Committee will be eligible to be granted an Award (i) while he or she is a member of the Committee, or (ii) with respect to any Fiscal Year during which a Performance Cycle was established and he or she was a member of the Committee. No amendment shall retroactively affect the benefit rights or other entitlement of any Award granted to or earned by a Participant.

Employees eligible to participate under the LTI Plan are those employees of the Company and its Subsidiaries who are in a position to contribute, in a substantial measure, to the long-term strategies, performance and profitability of the Company and its Subsidiaries. Generally, only employees who are at the Executive Officer, Officer, Vice President, or Director level will be eligible for participation, although the Committee in its discretion may admit other employees as Participants.

and administrative expenses; (xl) net asset value; (xli) operating costs; (xlii) profit before tax; (xliii) earnings before interest and taxes; (xliv) operating earnings; (xlv) net profit; (xlvi) net sales; (xlvii) return on shareholders’ equity; and (xlviii) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies (“Performance Criteria”). Prior to the beginning of each Performance Cycle, or as soon as practicable thereafter (and no later than 90 days after the commencement of the Performance Cycle, or if the Performance Cycle is less than twelve (12) months, no later than before 25% of the Performance Cycle has been completed), the Committee will establish Performance Goals for such Cycle. In establishing the Performance Goals, the Committee may provide for the manner in which the Performance Goals will be measured in light of specified corporate transactions, extraordinary events, accounting changes and other similar occurrences, to the extent those transactions, events, changes and occurrences have a positive or negative effect on the attained levels of the Performance Goals, so long as the Committee’s actions do not increase the number of Performance Shares for any Participant. With respect to an Award of Performance Shares that is not intended to satisfy the requirements of Section 162(m) of the Code, if the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure, or for other reasons that the Committee deems satisfactory, the Committee may modify the performance measures or objectives and/or the performance period. Notwithstanding the foregoing provisions of this Section, with respect to any Performance Shares granted to the Executive Officers that are intended to satisfy the requirements of Section 162(m) of the Code, the Committee may not in any event increase the amount of compensation payable to the individual upon the attainment of the Performance Goals. The extent to which any applicable Performance Goals have been achieved shall be conclusively determined by the Committee prior to payment of any Shares.

exchange or inter-dealer quotation system or any registration under state or federal securities laws required under the circumstances has not been accomplished.

1.Termination Generally. Except as provided in Sections VI.A.2 and VI.A.3 below, all Awards of Performance Shares not yet earned upon a Participant’s termination of employment for any reason will be forfeited, unless specified otherwise in the agreement evidencing the Performance Shares. The Committee may, but is not obligated to, make whole or partial payments of Performance Shares to a terminated Participant at its discretion if it deems such action to be in the best interest of the Company.

2.Termination Due to Death, Disability or Special End of Service. Notwithstanding Section VI.A.1 above, in the event a Participant’s employment with the Company or a Subsidiary is terminated due to the Participant’s death, Disability or Special End of Service, and such termination occurs in the Plan Year in which the Performance Cycle applicable to an Award of Performance Shares ends, the Participant shall be eligible to receive a number of Performance Shares subject to such Award, which shall be the total number of Performance Shares granted to the Participant pursuant to such Award, provided that the Performance Shares actually paid to the Participant will be contingent upon the Company’s actual performance for the Performance Cycle as determined by the Committee in accordance with Section V.D. hereof. Any amounts that become payable pursuant to this Section VI.A.2 will be paid at the same time as provided in Section V.E. In the event of a Participant’s death, any amount payable with respect to his or her Performance Shares shall be paid to his or her estate.

3.Other Termination Provisions. Notwithstanding Section VI.A.1 above, in the event a Participant’s employment with the Company or a Subsidiary is terminated due to the Participant’s reduction-in-force (as determined in the sole discretion of the Committee), termination triggering payment under the Officer Severance Plan, or in the event a Participant is reassigned to a non-participating position, and such termination or reassignment occurs in the Plan Year in which the Performance Cycle applicable to an Award of Performance Shares ends, the Participant shall be eligible to receive a number of Performance Shares subject to such Award equal to the product of (i) the total number of Performance Shares granted to the Participant pursuant to such Award times (ii) a fraction, the numerator of which is the number of full months (counting the month in which the Participant’s termination of employment occurs as a full month), beginning with the first month in the Performance Cycle, during which the Participant was employed by the Company or a Subsidiary, and the denominator of which is the total number of months in the Performance Cycle, provided that the Performance Shares actually paid to the Participant will be contingent upon the Company’s actual performance for the Performance Cycle as determined by the Committee in accordance with Section V.D. hereof. Any amounts that become payable pursuant to this Section VI.A.3 will be paid at the same time as provided in Section V.E.

In addition to the Committee’s power to amend the LTI Plan as described in Article III of this LTI Plan, the Committee may at any time amend, suspend or terminate this LTI Plan; provided, however, that no amendment, suspension or termination will affect the rights of Participants to receive distribution of Awards already vested but not paid nor retroactively eliminate or reduce any Award granted to or earned by any Participant, without the consent of the affected Participant. For purposes of the foregoing, an Award of Performance Shares shall be considered to have been vested upon the certification of accomplishment of Performance Goals, and an Award of Service Units shall be considered to have been vested upon the Participant’s satisfaction of the Required Service Period.

The Company has caused this LTI Plan to be executed as of February 14, 2017.