exv10w1






Exhibit 10.1




TELEDYNE TECHNOLOGIES INCORPORATED




2008 INCENTIVE AWARD PLAN




ADMINISTRATIVE RULES FOR THE




RESTRICTED STOCK AWARD PROGRAM




Effective as of January 20, 2009




Article I. Adoption and Purpose of the Program





     1.01 Adoption. These rules are adopted by the Personnel and Compensation Committee of
the Board of Directors pursuant to the authority reserved in Article 12 of the Teledyne
Technologies Incorporated 2008 Incentive Award Plan (the “Plan”). The Plan is incorporated
by reference in its entirety in these rules. Capitalized terms used but not defined in
these rules shall have the same meanings as in the Plan. In the event of a conflict between
the Plan and these rules, the provisions of the Plan shall control.




     1.02 Purpose. The Restricted Stock Award Program (the “Program”) is intended to
assist the Company in attracting, retaining and motivating selected key management employees
through the grant of restricted stock that may vest upon the Company’s attainment of certain
performance goals and the participant’s service with the Company for a specified period.
The Program will (i) serve as a tool for recruiting and retaining top talent, (ii) allow
eligible individuals to share the benefits of future growth in the value of the Company and
(iii) better align the financial interests of participants with those of the Company’s
stockholders.



Article II. Definitions




     For purposes of these rules, the capitalized terms set forth below shall have the following
meanings:




     2.01 Award Agreement means a written agreement between the Company and a Participant or
a written acknowledgment from the Company specifically setting forth the terms and
conditions of an award of Restricted Stock granted to a Participant pursuant to Article VI
of these rules.




     2.02 Committee means the Personnel and Compensation Committee of the Board.



 









 






     2.03 Company means Teledyne Technologies Incorporated, a Delaware corporation, and its
successors.




     2.04 Date of Grant means the date as of which an award of Restricted Stock is granted
in accordance with Article VI of these rules.




     2.05 Effective Date means January 20, 2009.




     2.06 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 twenty (20) business days on which a sale was reported
that immediately precede the applicable date.




     2.07 Participant means any person designated pursuant to Article V of these rules as
eligible to participate under the Program.




     2.08 Performance Cycle means the multi-year performance cycle established by the
Committee as applicable to an Award and set for in the Award Agreement.




     2.09 Performance Goals means the performance goals established by the Committee upon
the recommendation of the Chief Executive Officer as applicable to an Award and set forth in
the Award Agreement.




     2.10 Plan means the Teledyne Technologies Incorporated 2008 Incentive Award Plan, as
the same may be amended from time to time.




     2.11 Program means the Restricted Stock Award Program, as the same may be amended from
time to time.




     2.12 Restricted Period means the period established under Section 6.02(b) during which
the restrictions apply to the Restricted Stock.




     2.13 Restricted Stock means shares of Common Stock awarded to a Participant subject to
restrictions as described in Article VI of these rules.



Article III. Administration




     The Program shall be administered by the Committee, which shall have exclusive and final
authority and discretion in each determination, interpretation or other action affecting the
Program and its Participants. The Committee shall have the sole and absolute authority and
discretion to interpret the Program, to modify these administrative rules for the Program, to
approve, in accordance with Article V of these rules, the selection by the Company’s Chief
Executive Officer



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of the persons who will be Participants hereunder, to impose such conditions and
restrictions as it determines appropriate and to take such other actions and make such other
determinations in connection with the Program as it may deem necessary or advisable.



Article IV. Common Stock Issuable under the Program





     4.01 Number of Shares of Common Stock Issuable. Subject to adjustments as provided in
Section 11.07 of the Plan, the maximum number of shares of Common Stock available for
issuance under the Program shall be such number as the Committee grants. The Common Stock
to be offered under the Program shall be authorized and unissued Common Stock, or Common
Stock which shall have been reacquired by the Company and held in its treasury.




     4.02 Shares Subject to Terminated Awards. Shares of Common Stock forfeited as
provided in Section 6.02 of these rules may again be issued under the Program.



Article V. Participation




     Participants in the Program shall be those officers and key employees of the Company selected
by the Chief Executive Officer and approved by the Committee, each in its sole discretion, as
eligible to participate in the Program. Participants shall be designated to participate in the
Program prior to the commencement of each calendar year during the term of the Program; provided,
however, that with respect to the initial grants under the Program, such designations shall be
made no later than January 20, 2009. The designation of a Participant with respect to any year
shall not entitle that person to be designated as a Participant with respect to any other year.
The Chief Executive Officer and the Committee shall consider such factors as each deems pertinent
in selecting and approving Participants. The Committee shall promptly provide to each person
designated as a Participant written notice of his or her designation.



Article VI. Restricted Stock





     6.01 Restricted Stock Awards. Each calendar year, each Participant designated for that
year shall receive a grant of Restricted Stock with an aggregate Fair Market Value equal to
a percentage of the Participant’s annual base salary in effect on the Date of Grant. Unless
otherwise determined by the Committee, the applicable percentage shall be thirty percent.
The terms of all such Restricted Stock grants shall be set forth in an Award Agreement
between the Company and the Participant which shall contain such forfeiture periods and
conditions, restrictions and other provisions, not inconsistent with these rules, as shall
be determined by the Committee.




     (a) Issuance of Restricted Stock. As soon as practicable after the Date of
Grant of Restricted Stock, the Company shall cause to be transferred on the
books of the Company shares of Common Stock, registered on behalf of the



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Participant, evidencing such Restricted Stock, but subject to forfeiture to the
Company retroactive to the Date of Grant if an Award Agreement delivered to the
Participant by the Company with respect to the Restricted Stock is not duly executed
by the Participant and timely returned to the Company. Until the lapse or release
of all restrictions applicable to an award of Restricted Stock, the stock
certificates representing such Restricted Stock shall be held in custody by the
Company or its designee.




     (b) Common Stockholder Rights. Beginning on the Date of Grant of the
Restricted Stock and subject to execution of the Award Agreement as provided in
Section 6.01(a) of these rules, the Participant shall become a stockholder of the
Company with respect to all Common Stock subject to the Award Agreement and shall
have all of the rights of a stockholder, including, but not limited to, the right to
vote such Common Stock and the right to receive dividends or distributions, if any,
paid with respect to such Common Stock; provided, however, that any Common Stock or
cash distributed as a dividend or otherwise with respect to any Restricted Stock as
to which the restrictions have not yet lapsed shall be subject to the same
restrictions as such Restricted Stock and shall be held as prescribed in Section
6.01(a) of these rules.



     (c) Restriction on Transferability. None of the Restricted Stock may be
assigned, transferred (other than by will or the laws of descent and distribution),
pledged, sold or otherwise disposed of prior to lapse or release of the restrictions
applicable thereto.



     (d) Delivery of Common Stock Upon Release of Restrictions. Unless otherwise
provided in the applicable Award Agreement, upon expiration or earlier termination
of the Restricted Period without a forfeiture and the satisfaction of or release
from any other conditions prescribed by the Committee, the restrictions applicable
to the Restricted Stock shall lapse. As promptly as administratively feasible
thereafter, subject to the requirements of Section 7.02 of these rules, the Company
shall deliver to the Participant, or, in the case of the Participant’s death, to the
Participant’s legal representatives, one or more stock certificates for the
appropriate number of shares of Common Stock, free of all such restrictions, except
for any restrictions that may be imposed by law.



6.02 Terms of Restricted Stock.




     (a) Forfeiture of Restricted Stock. Subject to Section 6.02(e) of these rules,
all Restricted Stock shall be forfeited and returned to the Company and all rights
of the Participant with respect to such Restricted Stock shall cease and terminate
in their entirety if during the Restricted Period (i) the Participant
transfers, sells or otherwise disposes of the Restricted Stock, (ii) as of the end
of the



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applicable Performance Cycle, the Committee determines that the Company
failed to achieve certain minimum Performance Goals during the Performance Cycle, or
(iii) except as otherwise provided in Section 6.02(d) or upon a Change in Control,
the employment of the Participant with the Company and its affiliates terminates for
any reason.




     (b) Restricted Period. Unless the Committee, in its discretion, provides
otherwise in the applicable Award Agreement, the Restricted Period for any grant of
Restricted Stock shall extend from the Date of Grant to the third anniversary of the
Date of Grant; provided, however, that, subject to the Committee’s discretion under
Section 6.02(e), 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 Section 6.02(c).



     (c) Forfeiture Upon Failure to Attain Certain Performance Goals. If, as of the
end of the Performance Cycle during the applicable Restricted Period, the Committee
determines that the Company has achieved certain minimum Performance Goals for the
Performance Cycle, a portion of the Restricted Stock (up to 100%) shall be forfeited
if the Committee determines that the Company’s overall percentage attainment of the
Performance Goals established for the Performance Cycle is less than 100%. In that
event, a portion of the Restricted Stock shall be forfeited that is equal to (i) the
aggregate number of shares of Restricted Stock reduced by (ii) the aggregate number
of shares of Restricted Stock multiplied by the Company’s percentage attainment (but
not more than 100%) of the Performance Goals established for the Performance Cycle,
as determined by the Committee (any fractional share resulting from this calculation
shall be rounded up to the next whole share). Except as provided in Section
6.02(d), any Restricted Shares which are not forfeited under this Section 6.02(c)
shall continue to be subject to the applicable restrictions for the remainder of the
Restricted Period.



     (d) Death, Disability or Retirement Prior to Expiration of the Performance
Cycle. Unless otherwise provided in the applicable Award Agreement, in the event of
the termination of a Participant’s employment due to 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 applicable Performance Cycle, the Participant (or the
Participant’s beneficiaries) shall continue to hold the Restricted Stock through the
expiration of the applicable Performance Cycle. At that time, the restrictions shall
lapse with respect to a portion of the Restricted Stock equal to (i) the number of shares of Restricted Stock that would not be subject to forfeiture under Section 6.02(a) or (c) had the Participant remained employed by the
Company through the end of the Performance Cycle multiplied by (ii) a



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fraction, the numerator of which is the number of full months during which the Participant was
employed by the Company from the beginning of the applicable Performance Cycle
through the date of the Participant’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 shares of Restricted Stock shall be forfeited as of the end of the
applicable Performance Cycle. If all of the Participant’s Restricted Stock would be
forfeited under Section 6.02(a) or (c), then all of the Participant’s Restricted
Stock shall be forfeited as of the end of the applicable Performance Cycle.




     (e) Adjustment of Performance Cycle; Waiver of Restricted Period; Change in
Control. Notwithstanding anything contained in this Article VI to the contrary,
unless otherwise provided in the applicable Award Agreement, the Committee shall
have discretion to adjust the applicable Performance Cycle or waive the Restricted
Period or any other restrictions or conditions with respect to all or a portion of
the Restricted Stock as provided under Sections 7.02(b) and 8.02(e) of the Plan;
provided, further, in the event of a Change in Control of the Company, restrictions
on all Restricted Stock granted under the Program shall lapse in their entirety
immediately in accordance with Section 7.03 of the Plan.



Article VII. Miscellaneous





     7.01 Limitations on Transfer. The rights and interest of a Participant under the
Program may not be assigned or transferred other than by will or the laws of descent and
distribution. During the lifetime of a Participant, only the Participant personally may
exercise rights under the Program.




     7.02 Taxes. The Company shall be entitled to withhold (or secure payment from the
Participant in lieu of withholding) the amount of any withholding or other tax required by
law to be withheld or paid by the Company with respect to any Common Stock issuable under
the Program, or with respect to any income recognized upon the lapse of restrictions
applicable to Restricted Stock, and the Company may defer issuance of Common Stock hereunder
until and unless indemnified to its satisfaction against any liability for any such tax.
The amount of any withholding or tax payment shall be determined by the Committee or its
delegate and shall be payable by the Participant at such time as the Committee determines.
The Committee shall prescribe in each Award Agreement one or more methods by which the
Participant will be permitted to satisfy his or her tax withholding obligation, which
methods may include, without limitation, the payment of cash by the Participant to the
Company and the withholding, at the appropriate time, of shares of Common Stock otherwise
issuable to the Participant in a number sufficient, based upon the Fair Market Value (as such term is defined in the Plan) of such
Common Stock, to satisfy such tax withholding requirements.



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     7.03 Legends. All certificates for Common Stock delivered under the Program shall be
subject to such transfer restrictions set forth in these rules and such other restrictions
as the Committee 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 Committee may cause
a legend or legends to be endorsed on any such certificates making appropriate references to
those restrictions.




     7.04 Amendment and Termination. The Committee shall have complete power and
authority to amend or terminate these rules at any time it is deemed necessary or
appropriate. No termination or amendment of the Program may, without the consent of the
Participant to whom any award shall previously have been granted under the Program,
adversely affect the right of that individual under such award; provided, however, that the
Committee may, in its sole discretion, make such provision in the Award Agreement for
amendments which, in its sole discretion, it deems appropriate.




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