exv10w3






Exhibit 10.3




Teledyne Technologies Incorporated

Performance Share Plan

(under the 2008 Incentive Award Plan)




Summary Plan Description

January 20, 2009




Plan Concept



The Performance Share Plan (PSP) is designed to reward executives and senior managers
(“Participants”) for the achievement of the following pre-specified goals, measured over a
three-year period:




Three-year aggregate operating profit

Three-year aggregate revenue

Three-year aggregate return to shareholders




Awards will be based on the goals of the corporation for all Participants.




Eligibility and Participation



Eligibility for this Plan is intended to be restricted to Participants whose actions most directly
affect the long-term success of the Company. For each three-year award, participation will be
determined based on nomination by the Chief Executive Officer and approval by the Personnel and
Compensation Committee of the Company’s Board of Directors. The award is based on a stated percent
of a Participant’s annual base salary. Participation in one cycle does not guarantee
participation in any subsequent cycle.




 









 








Calculation of Targeted Performance Share Award



Awards will be denominated in 1/2 shares and 1/2 cash during the Performance Period, with the
Targeted Performance Share Award calculated according to the following formula:




Shares




	 	 	 	 	 	 	 	 	 	 	 
	Base
Salary 
Beginning of
Performance Period

	x 1/2	x Target Opportunity
As a Percent of Salary
	 	/
	Average Stock Price on the
Day
Committee approves
new PSP Three-Year Program
	=
	 	Target
Number of
Shares
Awarded






Cash




	 	 	 	 	 	 	 	 	 	 	 
	Base Salary
at Beginning
Of Performance Period
	 	x 1/2	 	x	 	Target Opportunity
As a Percent of Salary	 	=	 	Target
Cash Award
	 
	 	 	 	 	 	 	 	 	 	 
	This can be illustrated as follows:
	 	 	 	 	 	 	 	 






EXAMPLE




	 	 	 	 	 
	Salary Rate:
	 	$	150,000	 
	Target Percent
	 	 	100	%
	Thirty Day Average Stock Price:
	 	$	10.00	 






The Targeted Performance Share Award would be calculated as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shares	 	 	 	 	 	Cash	 	 	 	 	 
	Base Salary
	 	$	150,000	 	 	Base Salary	 	$	150,000	 
	X Target Percent:
	 	X	100	%	 	X Target Percent	 	X 	100	%
	X 1/2
	 	X 	1/2	 	 	X 1/2	 	 	X 	1/2	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	/ Stock Price
	 	/ 	10.00	 	 	 	 	 	 	$	75,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	= 	7,500	 	 	 	 	 	 	 	 	 





The Personnel and Compensation Committee shall have full power to revise and adjust the Targeted
Performance Share Award for a three-year cycle and the positions eligible to participate in the
Plan at any time during the three-year performance period.




Performance Period



Performance will be measured over three fiscal years of the Company, with a new three-year
Performance Period established every three years.




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Performance Measurement



Performance will be measured based on the aggregate results over the three year Performance Period
at the corporate level for all participants and will be based on the following performance
measures:





	•	 	Three-Year Aggregate Operating Profit – 40%
	 
	•	 	Three-Year Aggregate Revenue – 30%
	 
	•	 	Three-Year Aggregate Return to Shareholders – 30%




The Russell 2000 Index, in which Teledyne Technologies is included, will be used as the benchmark
for return to shareholders.



At the beginning of each Performance Period, a matrix will be established and submitted for
approval by the Personnel and Compensation Committee. This matrix will be used to determine the
Performance Shares Award the Participant is entitled to, subject to a maximum Award of 200 percent
of the “Target Opportunity”.




Non-Transferability




Performance Share Awards are non-transferable.




Form of Payment



Payments from the Performance Share Plan will be in the form of shares of common stock and cash,
with the payout taking the same form as the denomination of the award at the beginning of the
Performance Period. Payments will be made over a three-year period and as soon as practicable
following the approval of the award amounts by the Personnel and Compensation Committee. If there
are not sufficient full value award shares under the plan, then cash will be paid in lieu of
shares.




Deferral of Award



Participants will have the right to defer up to 100 percent of their payout under the Performance
Share Plan (expressed as a percent of the total award or as specified number of shares). Deferral
elections must be made prior to the beginning of the three-year Performance Period. These
deferrals will be for five years, ten years, or the earlier to occur of retirement or termination
of employment, at the Participant’s election.




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Termination of Employment



If a Participant terminates employment because of retirement, such Participant’s PSP participation
will be prorated based on the number of full months of employment, divided by 36. Awards will be
paid at the same time as Awards are paid to active Participants.



If a Participant terminates employment for any other reason, the current cycle’s incentive and any
prior cycle’s installment payment or payments will be forfeited unless deemed otherwise by the
Personnel and Compensation Committee.




Tax Consequences



Generally and currently taxes are not payable until the Performance Cycle is completed and the
applicable installment is to be paid during the three-year period following the completion of the
Performance Cycle. For Federal income tax purposes, the value of a Participant’s distribution is
taxable as wages at ordinary income tax rates in the year in which it is received. State and local
income tax laws generally provide for the same treatment. At the time each installment payment for
a completed Performance Cycle is to be paid, additional information regarding taxes due will be
distributed.





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