exv10w1



 





Exhibit 10.1




SECOND AMENDED AND RESTATED




EMPLOYMENT AGREEMENT



THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and
entered into as of the 24th day of January, 2006 by and between Teledyne Technologies
Incorporated, a Delaware corporation with its executive offices at 12333 West Olympic Boulevard,
Los Angeles, California 90064 (the “Company”), and Dr. Robert Mehrabian, an individual residing at
5388 Baseline Avenue, Santa Ynez, California 93460 (the “Executive”).




RECITALS



WHEREAS, this Second Amended and Restated Employment Agreement is an amendment and restatement of
an Amended and Restated Employment Agreement entered into on April 25, 2001 between the Company and
the Executive; and



WHEREAS, this amendment and restatement is required to comply with the provisions of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).



NOW, THEREFORE, in consideration of the respective covenants and agreements hereinafter set forth,
and intending to be legally bound, the parties hereto agree as follows:



1. Term of Agreement. This Employment Agreement, as amended and restated, shall be
effective as of the date first above written and shall continue in effect until December 31, 2006,
unless extended as described in the next sentence. Effective as of November 1, 2006 and, if
previously extended, each November 1st thereafter, the term of this Employment Agreement shall be
extended for one additional year unless one party shall give written notice to the other on or
before October 31, 2006 or, if previously extended, the then next October 31st that the term will
not be thereafter extended. If such notice is given by either party, the Executive may retire on
the first December 31st following receipt of such notice.



2. Employment Agreement to Supplement the CIC Agreement. This Employment Agreement, as
amended and restated, shall supplement the CIC Agreement and the terms and conditions of this
Employment Agreement are not intended to alter or vary the terms and conditions of the Change in
Control Severance Agreement dated as of December 21, 1999 (the “CIC Agreement”). The intention of
this Employment Agreement is to memorialize certain terms and conditions of the employment of the
Executive which are particular to him and not specified in the CIC Agreement. Except as
specifically set forth herein, initially capitalized terms shall have the meaning ascribed thereto
under the CIC Agreement which is incorporated herein and made a part hereof as if set forth at
length.



3. Position and Duties. The Company shall employ Executive and the Executive shall serve
as the Chairman, President and Chief Executive Officer of the Company and shall have primary
responsibility to manage and direct the day-to-day business of the Company including the generation
of income and control of expenses. Subject to the approval of the Board of Directors of the
Company, the Executive may serve as a director of charitable organizations and/or for profit
corporations which do not compete with the Company or any of its subsidiaries and affiliates. The
Company acknowledges that Executive serves as a director of Mellon Financial Corporation and PPG
Industries, Inc. as of the date hereof and agrees that the Executive may continue to serve as a
director of those corporations.



4. Compensation. The Executive shall receive the following items of compensation at the
rates thereof set forth below.




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a. Base Salary. During the Term, the Company shall pay Executive a base salary at
the annualized rate of Seven Hundred Thousand and Three ($700,003) Dollars (“Base Salary”).
Base Salary shall be paid periodically in accordance with normal Company payroll practices
applicable to executive employees.




b. Participation in Compensation Plans and Programs. In accordance with the
respective terms and conditions of the respective plans and programs, the Executive shall
be entitled to participate in the following compensation plans and programs:




	 	1.	 	AIP. In the AIP at an annual opportunity at 80% of Base
Salary if targets are reached at 100%, or such greater percentage if provided
in the AIP for any year.
	 
	 	2.	 	PSP. In the PSP at an opportunity equal to 150% of Base
Salary if targets are reached at 100%, or such greater percentage if provided
in the PSP for any measurement period.
	 
	 	3.	 	Restricted Stock Award Program (RSAP). In the RSAP with
annual grants of restricted stock equal to at least 30% of Base Salary as of
the date of this grant subject to meeting targets set forth in the RSAP.
	 
	 	4.	 	Stock Options. Eligibility to receive future grants of
options in a number determined by the Committee, each subject to the terms and
conditions of the Stock Option Incentive Plan.




5. Employee Benefits. The Executive shall participate in each qualified, non-qualified and
supplemental employee benefit, executive benefit, fringe benefit and perquisite plan, policy or
arrangement of the Company applicable to executive level employees, including, but not limited to,
expense reimbursement policies, a country club and a city club membership, and use of an
automobile, in each case, in accordance with the terms and conditions thereof (including tax
equalization payments to the extent provided with respect to such plans by Allegheny Teledyne
Incorporated on or prior to November 29, 1999) as in effect from time to time. Nothing in this
Employment Agreement shall be construed as preventing the amendment or termination of any such
plan, policy or arrangement by the Company so long as such amendment or termination affects all
executive employees of the Company then participating.



6. Non-Qualified Pension Arrangement. In addition to the employee benefits described in Section 5,
the Company will pay to the Executive (or his designee if amounts are payable after the death of
the Executive) following his Retirement (as defined below), as payments supplemental to any accrued
pension under the Company’s qualified pension plan, an annual amount, paid in equal monthly
installments, equal to 50% of his Base Compensation at the rate in effect on the date of his
Retirement. Such annual amount shall be paid each year for a number of years following his
Retirement equal to the number of whole and fractional years of service, not in excess of ten (10),
the Executive has rendered to the Company (including the period from August, 1997 through and
including November, 1999 rendered as service to the Company’s predecessor, Allegheny Teledyne
Incorporated).




          For purposes of Section 6 of this Employment Agreement and without effect upon whether the
Executive is deemed to be retired under the CIC Agreement, the Executive will be deemed to have a
Retirement upon his Separation From Service with the Company for any reason other than for Cause.
For purposes of Section 6 of this Employment Agreement, the Executive shall be deemed to have
experienced a Separation From Service upon the Executive’s death, Disability, or upon the complete
cessation of the Executive’s service to the Company as an employee or as an independent contractor
as determined in the sole discretion of the Company; provided, however, that the Executive’s
cessation of services shall not constitute a Separation From Service if the Company anticipates a




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renewal of the Executive’s services as an employee, independent contractor or in any other
capacity. For purposes of this Section 6 of the Employment Agreement, the Executive shall be
deemed to have experienced a Separation From Service due to Disability where, in the sole
discretion of the Company:





	 	(a)	 	The Executive is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not
less than 12 months; or






	 	(b)	 	The Executive is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than 3 months under an accident and health plan covering
employees of the Company.





     Additionally, and notwithstanding the foregoing, in the event of a Separation From Service for
any reason other than Disability, payment shall be made six months after the date of Separation
From Service, but in no event shall payment be made, or commence to be made, after the later of (i)
the last day of the calendar year in which such six-month date occurs or (ii) 2 1/2 months after the
occurrence of the six-month date and the initial payment shall be equal to six times the monthly
amount otherwise due and the next and each subsequent monthly payment shall be equal to one times
the monthly amount otherwise due. Payments made pursuant to this Section 6 resulting from
Separation From Service due to Disability shall commence as soon as administratively feasible
following such Separation From Service, but in no event shall distribution be made, or commence to
be made, after the later of (i) the next following December 31 or (ii) 2 1/2 months after the date of
such Separation From Service due to Disability.



     The provisions of this Section 6 are intended to comply with the requirements applicable to
nonqualified deferred compensation plans under Section 409A of the Code. Notwithstanding any other
provision of this Employment Agreement, this Section 6 shall be interpreted and administered in
accordance with the requirements of Section 409A of the Code.


7. Binding Agreement. The Company will use its best efforts to require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company) to expressly assume and agree to
perform this Employment Agreement and the CIC Agreement in the same manner and to the same extent
that the Company would be required to perform them if no such succession had taken place. Failure
of the Company to obtain such assumption and agreement prior to the effectiveness of any such
succession shall be deemed to be a termination without Cause for purposes of this Employment
Agreement and the CIC Agreement. For purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be the Date of Termination.



8. Notices. Any notice required or permitted under this Agreement shall be given in
writing and shall be deemed to have been effectively made or given if personally delivered at the
address first above written or such other address as may be given by one party to the other.



9. Withholding. The Company shall be entitled to withhold, or cause to be withheld, from
payment any amount payable under this Employment Agreement of any payroll and withholding taxes
required by law, as determined by the Company in good faith.



10. Governing Law. This Agreement shall be construed, interpreted, and governed in
accordance with the laws of the State of California without reference to rules relating to conflict
of law.




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11. Headings. The headings of sections are included solely for convenience of reference
and shall not control the meaning or interpretation of any of the provisions of this Agreement.



12. Counterparts. This Agreement may be executed by either of the parties hereto in
counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.



IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement as of
the day and year first above written.




	 	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	By:	     /s/ Robert Mehrabian	 	 
	 	 	 	 	 	 
	 

	 	 	 	Robert Mehrabian	 	 
	 	 	 	 	 	 	 
	 	 	TELEDYNE TECHNOLOGIES INCORPORATED
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John T. Kuelbs
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John T. Kuelbs	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Executive Vice President, General
Counsel and Secretary	 	 






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