FLOW INTERNATIONAL CORPORATION
1995 LONG-TERM INCENTIVE COMPENSATION PLAN
The purpose of the Flow International Corporation 1995 Long-Term Incentive Compensation Plan (the "Plan") is
to enhance the long-term profitability and stockholder value of Flow International Corporation, a Delaware
corporation (the "Company"), by offering incentives and rewards to those employees, consultants and agents of
the Company and its Subsidiaries (as defined in Section 2 below) who are key to the Company's growth and
success, and to encourage them to remain in the service of the Company and its Subsidiaries and to acquire and
maintain stock ownership in the Company.
For purposes of the Plan, the following terms shall be defined as set forth below:
"Award" means an award or grant made to a Participant pursuant to the Plan, including, without limitation,
awards or grants of Options, Stock Appreciation Rights, Stock Awards, Other Stock-Based Awards or any
combination of the foregoing (including any Dividend Equivalent Rights granted in connection with such Awards).
"Board" means the Board of Directors of the Company.
"Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade
secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as
determined by the Plan Administrator, and its determination shall be conclusive and binding.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
2.5 COMMON STOCK
"Common Stock" means the common stock, par value $.01 per share, of the Company.
2.6 CORPORATE TRANSACTION
"Corporate Transaction" means any of the following events:
(a) Approval by the holders of the Common Stock of any merger or consolidation of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock