FLOWSERVE CORP — Director's Dealing 2010

Feb 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2010-02-18

Reporting Person: Pajonas Thomas L (SVP & Pres. Flow Control Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-18	Common Stock ($1.25 par value per share)	A	3980	$0.00	Acquired	37318	Direct
2010-02-18	Common Stock ($1.25 par value per share)	A	7500	$0.00	Acquired	44818	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-18	Performance Rights	$	A	3980	Acquired	2012-12-31	Common Stock (3980)	Direct

Footnotes

F1: Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares vest ratably over a three-year period on each annual anniversary of the grant.

F2: Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's long-term incentive compensation plan for employees. The shares cliff vest on the third annual anniversary of the grant.

F3: Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% based on the issuer's average return on net assets ("RONA") during a three-year performance cycle beginning on January 1, 2010 and ending on December 31, 2012 in comparison to the average RONA of a predetermined peer group over the same performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.