exv10w23



 





 Exhibit 10.23

RESTRICTED STOCK AWARD AGREEMENT




January 24, 2006




          The parties to this Restricted Stock Award Agreement (this “Agreement”) are Teledyne
Technologies Incorporated, a Delaware corporation (the “Company”), and (the
“Executive”).




WITNESSETH:




          WHEREAS, the Company has adopted the Teledyne Technologies Incorporated Restricted Stock Award
Program (the “Program”) for the benefit of eligible employees of the Company and its subsidiaries;




          WHEREAS, the terms and conditions of the Program are set forth in administrative rules (the
“Rules”) adopted by the Personnel and Compensation Committee of the Board of Directors of the
Company pursuant to the authority reserved in Section 3.01 of the Teledyne Technologies
Incorporated 1999 Incentive Plan, as amended (the “Plan”);




          WHEREAS, the Executive has been designated as a participant under the Program who is eligible
to receive a restricted stock grant in the year 2005; and




          WHEREAS, to provide an incentive to the Executive to focus on long-term Company performance,
the Company desires to grant shares of the Company’s Common Stock to the Executive subject to
certain transfer and forfeiture restrictions set forth in this Agreement, as well as the provisions
of the Program, which shall lapse upon the third anniversary of the date of this Agreement (the
“Date of Grant”) and the attainment of certain Performance Goals (as defined in Paragraph 1.8(b))
for the Performance Cycle (as defined in Paragraph 1.8(a));




          NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:




1. RESTRICTED SHARES




     1.1 Grant of Restricted Shares.



          (a) As of the Date of Grant, the Company grants to the Executive shares of Common
Stock (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 1.2 of this
Agreement, the terms and conditions of the Program and the other terms and conditions contained in
this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with
the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction
of all other applicable conditions as to the Restricted Shares, such shares shall no longer be
considered Restricted Shares for purposes of this Agreement.




          (b) As soon as practicable after the Date of Grant, the Company shall direct that a stock
certificate or certificates representing the applicable Restricted Shares be registered


 









 







in the name of and issued to the Executive. Such certificate or certificates shall be held in the
custody of the Company or its designee until the expiration of the applicable Restricted Period (as
defined in Paragraph 1.3). On or before the date of execution of this Agreement, the Executive has
delivered to the Company one or more stock powers endorsed in blank relating to the Restricted
Shares.




           (c) Each certificate for the Restricted Shares shall bear the following legend (the “Program
Legend”):



The ownership and transferability of this certificate and the shares

of stock represented hereby are subject to the terms and conditions

(including forfeiture) of the Restricted Stock Award Program under

the Teledyne Technologies Incorporated 1999 Incentive Plan and a

Restricted Stock Award Agreement entered into between the registered

owner and Teledyne Technologies Incorporated. Copies of such

Program and Agreement are on file in the offices of Teledyne

Technologies Incorporated, 12333 West Olympic Boulevard, Los

Angeles, California 90064.



In addition, the stock certificate or certificates for the Restricted Shares shall be subject to
such stop-transfer orders and other restrictions as the Company may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission, any stock exchange
upon which the Common Stock is then listed, and any applicable federal or state securities law, and
the Company may cause a legend or legends to be placed on such certificate or certificates to make
appropriate reference to such restrictions.




          (d) As soon as administratively practicable following the expiration of the Restricted Period
without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable
conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive
of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the
Executive a certificate or certificates for the applicable Restricted Shares which shall not bear
the Program Legend.




     1.2 Restrictions.



          (a) The Executive shall have all rights and privileges of a stockholder as to the Restricted
Shares, including the right to vote and receive any dividends or other distributions with respect
to the Restricted Shares, except that the following restrictions shall apply:





     (i) the Executive shall not be entitled to delivery of the certificate or
certificates for the Restricted Shares until the expiration of the Restricted Period
without a forfeiture of the Restricted Shares and upon the satisfaction of all other
applicable conditions;




     (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged
or otherwise encumbered or disposed of during the Restricted Period (other than by
will or the laws of descent and distribution), except pursuant to rules adopted by
the Committee in accordance with the Program;



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     (iii) all shares of Common Stock distributed as a dividend or distribution, if
any, with respect to the Restricted Shares prior to the expiration of the Restricted
Period shall be delivered to and held by the Company and subject to the same
restrictions as the Restricted Shares until the termination of the Restricted
Period; and




     (iv) all of the Restricted Shares shall be forfeited and returned to the
Company and all rights of the Executive with respect to the Restricted Shares shall
terminate in their entirety on the terms and conditions set forth in Paragraph 1.4.



        (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a
manner contrary to the restrictions set forth in this Agreement shall be null, void and
ineffective.




     1.3 Restricted Period and Lapse of Restrictions. Subject to the provisions contained
in Paragraphs 1.4, 1.6 and 1.7, the restrictions set forth in Paragraph 1.2 shall apply for a
period (the “Restricted Period”) beginning on the Date of Grant and ending on the third anniversary
of the Date of Grant; provided, however, that, subject to the Committee’s discretion under
Paragraph 1.7, in no event shall the Restricted Period expire prior to the date that the Committee
makes its determinations with respect to the Company’s attainment of the applicable Performance
Goals as described in Paragraph 1.4(a).



     1.4 Forfeiture.



          (a) If, during the Restricted Period, the Restricted Shares have not been forfeited under
Paragraph 1.4(b) as of the end of the Performance Cycle (as defined in Paragraph 1.8(b)),
Restricted Shares shall be forfeited, on a proportionate basis as determined by the Committee and
as provided below, to extent the Company’s aggregate return to shareholders for the Performance
Cycle, as measured by the Company’s Common Stock price, is less than 100% of the performance of the
Russell 2000 Index for the Performance Cycle; provided, however, that all of the Restricted Shares
shall be forfeited if the Committee determines that the Company’s aggregate return to shareholders
for the Performance Cycle, as measured by the Company’s Common Stock price, is not at least 35% of
the performance of the Russell 2000 Index for the Performance Cycle. If the Committee determines
that the Company’s aggregate return to shareholders for the Performance Cycle is at least 35% of
the performance of the Russell 2000 Index for the Performance Cycle, a portion of the Restricted
Shares shall be forfeited that is equal to (i) the aggregate number of Restricted Shares reduced by
(ii) the quotient of the aggregate number of Restricted Shares multiplied by the TDY Stock
Price-Russell 2000 Percentage (as defined in Paragraph 1.8(c)) (but not more than 100%) (any
fractional share resulting from this clause (ii) calculation shall be rounded up to the next whole
share). Except as provided in Paragraph 1.4(c), any Restricted Shares which are not forfeited under
this Paragraph 1.4(a) shall continue to be subject to the restrictions set forth in Paragraph 1.2
for the remainder of the Restricted Period.




          (b) Subject to Section 6.02(e) of the Rules, if during the applicable Restricted Period (i)
the Executive’s employment with the Company and its subsidiaries terminates for any


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reason except as otherwise provided in Paragraph 1.4(c), (ii) there occurs a material breach of
this Agreement by the Executive or (iii) the Executive fails to meet the tax withholding
obligations described in Paragraph 1.5(b), all rights of the Executive to the Restricted Shares
shall terminate immediately and be forfeited in their entirety.




          (c) If, during the Restricted Period, the Executive’s employment terminates due to his or her
death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to
the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the
Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the
Restricted Shares through the expiration of the Performance Cycle. At that time, the restrictions
shall lapse with respect to a portion of the Restricted Shares equal to (i) the number of
Restricted Shares that would not be subject to forfeiture under Paragraph 1.4(a) had the Executive
remained employed by the Company through the end of the Performance Cycle multiplied by (ii) a
fraction, the numerator of which is the number of full months during which the Executive was
employed by the Company from the beginning of the Performance Cycle until the date of the
Executive’s termination of employment and the denominator of which is the total number of months in
the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to
the next whole share). Any remaining Restricted Shares shall be forfeited as of the end of the
Performance Cycle. If all of the Restricted Shares would have been forfeited under Paragraph
1.4(a), then all of the Restricted Shares shall be forfeited under this Paragraph 1.4(c) as of the
end of the Performance Cycle.




          (d) In the event of any forfeiture under this Paragraph 1.4, the certificate or certificates
representing the forfeited Restricted Shares shall be cancelled to the extent of any Restricted
Shares that were forfeited.




     1.5 Withholding.



          (a) The Committee shall determine the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any income recognized by the Executive with
respect to the Restricted Shares.




          (b) If the Executive timely files an election under Section 83(b) of the Internal Revenue Code
and in accordance with Treasury Regulation Section 1.83-2 with respect to the Restricted Shares,
the Executive shall meet the applicable tax withholding obligation by paying the appropriate amount
in cash to the Company. If the Executive fails to meet this tax withholding obligation to the
satisfaction of the Company on or before the date the Executive files his or her election under
Section 83(b), all rights of the Executive to the Restricted Shares shall forthwith terminate and
be forfeited in their entirety.




          (c) If the Executive does not file an election under Section 83(b) of the Internal Revenue
Code with respect to the Restricted Shares, the Executive shall meet the applicable tax withholding
obligation by paying the appropriate amount in cash to the Company or, with the approval of the
Committee, by either (i) having the Company retain a number of Restricted Shares having a Fair
Market Value (as defined below) as of the date of such retention, or (ii) delivering to the Company
a number of previously acquired shares of Common Stock (other than shares of Common Stock credited
to the Executive’s account under a Company sponsored defined contribution plan or shares of Common
Stock subject to outstanding, but


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unexercised stock options) having a Fair Market Value determined as of the business day preceding
the date of delivery to the Company, equal to the amount of such withholding obligation. If the
Executive fails to meet this tax withholding obligation to the satisfaction of the Company on or
before the date of the taxable event that gives rise to the withholding obligation, the withholding
obligation shall be met as described in clause (i) above. For purposes of this Paragraph 1.5(c),
“Fair Market Value” means the average of the composite high and low quoted sales prices of a share
of Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed Companies,
over the 20 business days on which a sale was reported that immediately precede the applicable
date.




          (d) The Committee shall be authorized, in its sole discretion, to establish such rules and
procedures relating to the use of shares of Common Stock to satisfy tax withholding obligations as
it deems necessary or appropriate to facilitate and promote the conformity of the Executive’s
transactions under the Program with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, if such Rule is applicable to transactions by the Executive.




     1.6 Change in Control. Notwithstanding any provision of this Agreement to the
contrary, in the event of a Change in Control of the Company during the Restricted Period, all of
the Restricted Shares (not otherwise forfeited prior to the Change in Control) shall vest and the
applicable restrictions shall lapse immediately.



     1.7 Committee’s Discretion. Notwithstanding any provision of this Agreement to the
contrary, the Committee shall have discretion under Section 6.02(e) of the Rules to adjust the
Performance Cycle or waive the Restricted Period or any other restrictions or conditions with
respect to all or a portion of the Restricted Shares at any time.



     1.8 Defined Terms. Capitalized terms used but not defined in this Agreement shall
have the meanings set forth in the Program or the Plan, as the case may be. Except as expressly
elsewhere in this Agreement, for purposes of this Agreement, the capitalized terms set forth below
shall have the following meanings:



          (a) “Fair Market Value” for the purposes of Paragraph 1.8(e) of this Agreement means, on any
date, the average of the high and low quoted sales prices of a share of Common Stock, as reported
on the Composite Tape for the New York Stock Exchange Listed Companies on such date or, if there
were no sales on such date, on the last date preceding such date on which a sale was reported.




          (b) “Performance Cycle” shall specifically refer to the period commencing January 1, 2006
through December 31, 2008, including any adjustments to such Cycle made by the Committee.




          (c) “Performance Goals” shall refer to the goal of the Company’s aggregate return to
shareholders, as measured by its Common Stock price, being equal to or exceeding the performance of
the Russell 2000 Index during the Performance Cycle.




          (d) “Russell 2000 Index Performance” means the quotient of (i) the Russell 2000 Index at
December 31, 2008 divided by (ii) the Russell 2000 Index at January 1, 2006.




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          (e) “TDY Stock Price Performance” shall the quotient of (i) the Fair Market Value of a share
of the Company’s Common Stock at December 31, 2008 divided by (ii) the Fair Market Value of a share
of the Company’s Common Stock at January 1, 2006.




          (f) “TDY Stock Price-Russell 2000 Index Percentage” shall mean the quotient of (i) the TDY
Stock Price Performance divided by (ii) the Russell 2000 Index Performance.




2. REPRESENTATION OF THE EXECUTIVE




     The Executive hereby represents to the Company that the Executive has read and fully
understands the provisions of this Agreement and the Program and his or her decision to participate
in the Program is completely voluntary.



3. NOTICES




          All notices or communications under this Agreement shall be in writing, addressed as follows:




          To the Company:



          Teledyne Technologies Incorporated

          12333 West Olympic Boulevard

          Los Angeles, California 90064

          Attention: Executive Vice President, General Counsel and Secretary




          To the Executive:



Any such notice or communication shall be (a) delivered by hand (with written confirmation of
receipt) or sent by a nationally recognized overnight delivery service (receipt requested) or (b)
be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above
(or to such other address as such party may designate in writing from time to time), and the actual
date of receipt shall determine the time at which notice was given.




4. ASSIGNMENT; BINDING AGREEMENT




          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives
of the Executive and the assigns and successors of the Company, but neither this Agreement nor any
rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.




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5. ENTIRE AGREEMENT; AMENDMENT; TERMINATION




          This Agreement represents the entire agreement of the parties with respect to the subject
matter hereof. The provisions of the Plan and the Rules are incorporated in this Agreement in
their entirety. In the event of any conflict between the provisions of this Agreement and the Plan
or the Rules, the provisions of the Plan or the Rules, as the case may be, shall control. The
Agreement may be amended at any time by written agreement of the parties hereto; provided, however,
that the Committee shall have the authority to amend this Agreement in any respect that it deems
appropriate in its sole discretion.




6. GOVERNING LAW




          This Agreement and its validity, interpretation, performance and enforcement shall be governed
by the laws of the State of Delaware other than the conflict of laws provisions of such laws.




7. SEVERABILITY




          If, for any reason, any provision of this Agreement is held to be prohibited or invalid, such
invalidity shall not affect any other provision of this Agreement not held so invalid, but such
provision shall be deemed amended to accomplish the objectives of such provision as originally
written to the fullest extent permitted by law, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision of this Agreement
shall be held invalid in part, such invalidity shall in no way affect the rest of such provision
not held so invalid, and the rest of such provision, together with all other provisions of this
Agreement, shall to the full extent consistent with law continue in full force and effect.




8. NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS




          This Agreement shall not confer upon the Executive any right with respect to continuance of
employment by the Company or its subsidiaries or continuance of participation under the Program,
nor shall it interfere in any way with the right of the Company and its subsidiaries to terminate
the Executive’s employment at any time. Income realized by the Executive pursuant to this
Agreement shall not be included in the determination of benefits under any benefit plan of the
Company in which the Executive may be enrolled or for which the Executive may become eligible
unless otherwise specifically determined by resolution of the Board. Participation in the Program
during the Performance Cycle or Restricted Period shall not entitle the Executive to participate in
the Program during any other Performance Cycle or Restricted Period.




9. NO STRICT CONSTRUCTION




          No rule of strict construction shall be implied against the Company, the Committee or any
other person in the interpretation of any of the terms of the Program, this Agreement or any rule
or procedure established by the Committee.




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10. USE OF THE WORD “EXECUTIVE”




          Wherever the word “Executive” is used in any provision of this Agreement under circumstances
where the provision should logically be construed to apply to the executors, the administrators, or
the person or persons to whom the Restricted Shares may be transferred by will or the laws of
descent and distribution, the word “Executive” shall be deemed to include such person or persons.




11. FURTHER ASSURANCES




          The Executive agrees, upon demand of the Company or the Committee, to do all acts and execute,
deliver and perform all additional documents, instruments and agreements (including, without
limitation, stock powers with respect to shares of Common Stock issued as a dividend or
distribution on Restricted Shares) which may be reasonably required by the Company or the
Committee, as the case may be, to implement the provisions and purposes of this Agreement and the
Program.




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





	 	 	 	 	 	 	 
	 

	 	TELEDYNE TECHNOLOGIES INCORPORATED	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 
Title: 
	 	 

Chairman, President and Chief Executive Officer
 

	 	  
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 	 	 	 	 







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