exv10w2






Exhibit 10.2




TELEDYNE TECHNOLOGIES INCORPORATED

PENSION EQUALIZATION/BENEFIT RESTORATION PLAN



Originally Effective as of November 29, 1999

As Amended and Restated Effective December 31, 2004


PURPOSE



     The purpose of the Teledyne Technologies Incorporated Pension Equalization/Benefit Restoration
Plan is to provide certain employees of Teledyne Technologies Incorporated who participate in the
Corporation’s qualified pension plan with benefits and retirement income equal to that which they
would have received (i) but for the limitations imposed on such a plan which is qualified within
the meaning of Section 401(a) of the Code by Sections 401(a)(17) or 415 of the Internal Revenue
Code of 1986, as amended, and (ii) but for participation in the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the “Executive Deferred Compensation Plan”), by
supplementing, on an unfunded basis, amounts payable under such qualified plans with amounts paid
under this Plan.



     Allegheny Ludlum Corporation and, thereafter, Allegheny Teledyne Incorporated (“ATI”)
sponsored a Benefit Restoration Plan for several years prior to the spin off of the Corporation
from ATI. At that time, (i) the Corporation adopted this Plan, (ii) permitted each participant in
the Prior Plan hired by the Corporation to participate in this Plan and (iii) credited each such
person with an initial benefit equal to his or her balance under the Prior Plan.



     In September of 2006, the Corporation acquired Rockwell Scientific Company and assumed
sponsorship of the Rockwell Scientific Company Pension Plan, a qualified pension plan (the
“Rockwell Plan”). The Corporation caused the Rockwell Plan to be merged with and into the Pension
Plan. The benefit accrued by former participants in the Rockwell Plan as of the date of the merger
of the Pension Plan and the Rockwell Plan became the opening accrued benefit for such participants
in the qualified Pension Plan as merged with and into the Pension Plan. Former participants in the
Rockwell Plan whose benefits under the Rockwell Plan were affected by the Limitations will accrue
benefits under this Plan from and after the merger of the Rockwell Plan with and into the Pension
Plan.



     Separately, Rockwell Scientific Company sponsored a non-qualified deferred compensation plan
for former Rockwell Scientific Company employees affected by the Limitations prior to September of
2006. The benefits accrued under that separate non-qualified deferred compensation plan have
either (i) been paid out in connection with the change in control occasioned by the acquisition of
Rockwell Scientific Company or (ii) are held as the initial benefit under this Plan. No former
Rockwell Scientific Company employee became eligible to accrue benefits under this Plan until
September of 2006.



     The Plan has been amended from time to time since its adoption, including causing the terms of
the Plan to pay benefits that comply with Section 409A of the Code. The Plan as set forth herein
constitutes an amendment in its entirety of the Plan, which is continued effective as of December
31, 2004.



 









 




ARTICLE I. DEFINITIONS



     1.01 “Administrator” shall mean the person or committee appointed by the Board of Directors of
the Corporation for such purpose under Article V.



     1.02 “Code” shall mean the Internal Revenue Code of 1986, as the same shall be amended from
time to time.



     1.03 “Corporation” shall mean Teledyne Technologies Incorporated, a Delaware corporation.



     1.04 “Defined Benefit Restoration” shall mean the sum of the amounts accrued under provisions
of this Plan that relate to restoration of benefits under the Pension Plan not payable under the
Pension Plan due to the Limitations and giving credit to amounts deferred under the DCP.



     1.05 “DCP” shall mean the Teledyne Technologies Incorporated Executive Deferred Compensation
Plan.



     1.06 “Disability” shall mean, with respect to a Member, any medically determinable physical or
mental impairment that can be expected to result in death or be expected to last for a continuous
period of not less than 12 months, by reason of which:




	 	(a)	 	The Member is unable to engage in any substantial gainful
activity; or
	 
	 	(b)	 	The Member is receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Company.





     1.07 “Effective Date” is defined in Article II of the Plan.



     1.08 “Employee” shall mean any employee of the Corporation.



     1.09 “Key Employee” shall mean a Key Employee as determined under Section 416(i) of the Code
(determined without regard to subsection 416(i)(5) thereof). Without limiting the foregoing, the
term Key Employee shall include (i) an officer of the Employer having annual compensation greater
than $130,000 (or such greater amount as may be in effect under Section 416(i)(1)(A)(i) of the
Code), (ii) a five percent owner of the Employer (as that term is defined in Section 416(i)(B) of
the Code), or (iii) a one percent owners of the Employer (as that term is defined in Section
416(i)(B) of the Code) at any time during the twelve (12) month period ending on the January
1st of a relevant year and such person shall continue to be regarded as a Key Employee
for the 16 month period following that January 1st.



     1.10 “Limitations” shall mean any limitation, with respect to a qualified plan, within the
meaning of Section 401(a) of the Code, on the amount of contributions or the accrual or



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payment of benefits to or on behalf of a Participant as imposed under Section 401(a)(17) and
Section 415 and/or under any other Section of the Code hereinafter adopted which shall be the
successor of any of them or have the effect of any of them.



     1.11 “Participant” shall mean any Employee who meets the conditions for participation set
forth in Article III.



     1.12 “Pension Plan” shall mean the Teledyne Technologies Incorporated Pension Plan, as in
effect as of the relevant time (from and after September, 2006, including as merged with the
Rockwell Scientific Company Pension Plan) or its predecessor, the Allegheny Teledyne Incorporated
Pension Plan.



     1.13 “Plan” shall mean this Teledyne Technologies Incorporated Pension Equalization/ Benefit
Restoration Plan.



     1.14 “Plan Compensation” shall mean a Participant’s compensation as defined in the Pension
Plan, but determined (a) without giving effect to the Limitations and (b) by adding back to
reported compensation under the Pension Plan to determine Plan Compensation any amounts the
Participant defers into the DCP, as if paid in the year deferred.



     1.15 “Prior Plan” shall mean the Allegheny Teledyne Incorporated Benefit Restoration Plan and,
as applicable beginning September 16, 2006, the Rockwell Scientific Non-Qualified Pension Plan.
For the avoidance of doubt, “Prior Plan” does not include any plan, program or arrangement
sponsored by Rockwell Scientific Corporation other than the Rockwell Scientific Non-Qualified
Pension Plan.



     1.16 “Separation from Service” shall mean the later of (i) the earliest date upon which the
Participant can commence a benefit under the Pension Plan or (ii) a separation from Service as
defined in Section 409A of the Code, including an employee’s death, Disability or retirement or
other termination of employment without reasonable anticipation of providing services to the
Corporation thereafter.



     1.17 “Spouse” shall mean a person of the opposite sex who is a husband or wife. Unless
expressly provided otherwise, this definition shall apply to any use of the word “spouse” under the
Plan whether capitalized or not.


ARTICLE II. EFFECTIVE DATE



     The original effective date of this Plan is November 29, 1999. The effective date of the Plan
as amended and restated is December 31, 2004.



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ARTICLE III. PARTICIPATION



     3.01 Group Eligible to Participate. Participation is limited to that group of highly
compensated Employees (i) whose Plan Compensation exceeds the limitation under Section 401(a)(17)
or 415 of the Code, or any successor provision of the Code, as in effect from time to time and/or
(ii) participate in the DCP.



     3.02 Contributions by Participants. Participants shall not be permitted to make
contributions in any form to this Plan.


ARTICLE IV. DEFINED BENEFIT RESTORATION



     4.01 Restoration of Pension Plan Benefits. In respect of each Participant who
participates or participated in the Pension Plan, the Corporation shall pay to the Participant,
without requirement for Participant contribution at the times set forth in Section 4.04 of this
Plan and no event earlier than the Participant’s Separation from Service, a Defined Benefit
Restoration equal to the difference between (a) and (b):




	 	(a)	 	the maximum life annuity to which the Participant would be
entitled under the Pension Plan upon his or her retirement determined using the
Participant’s Plan Compensation (as defined in this Plan) and applying the
Pension Plan benefit formula without giving effect to the Limitations; less
	 
	 	(b)	 	the life annuity which is actually paid to the Participant
under the Pension Plan after giving effect to the Limitations.




Notwithstanding any provision to the contrary, each participant who was a participant in the Prior
Plan shall be a Participant in this Plan with a Defined Benefit no less at any given time than his
or her Defined Benefit under the Prior Plan.




     4.02 Elections and Calculations. The forms of benefit payment under this Plan shall
be the same as the forms of benefit payment under the Pension Plan as in effect on the date of a
Participant’s Separation from Service. The forms of benefit payment available under the Pension
Plan are annuity forms only and have been determined to be of actuarial equivalent value one to
another by the actuaries engaged by the Pension Plan. Participants shall file an election under
this Plan as to the form of benefit payment, as described in Section 4.04(b) on a form and at times
prescribed by the Administrator. All calculations pursuant to this Plan shall be consistent with
those used in determining benefits under the Pension Plan, including, but not limited to,
calculation of actuarial equivalents for optional forms of benefits and reductions for early
payment.



     4.03 Reports. The Corporation may, but shall not be required to, send reports from
time to time to each Participant regarding the amounts to which he is entitled under this Plan.



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     4.04 Payment of Defined Benefit Restoration.



     (a) Defined Benefit Restoration Accrued on or Before December 31, 2004. Commencing as soon
as benefits are payable to a Participant who dies, becomes Disabled or experiences a Separation
from Service with entitlement to a vested benefit under the Pension Plan, the Corporation shall
begin to pay to the Participant or his or her beneficiary, as the case may be, the Defined Benefit
Restoration accrued on or before December 31, 2004 in the same manner, at the same times and
frequencies and subject to the same terms and conditions (except as set forth herein) which the
Participant elects to have his or her benefits paid under the Pension Plan; and



     (b) Defined Benefit Restoration Accrued After December 31, 2004. Payment of a Participant’s
Defined Benefit Restoration accrued after December 31, 2004 shall commence to be paid as soon as
administratively feasible after (i) for Participants who have a Separation from Service before his
or her earliest retirement age under the Pension Plan, the later of (x) the date which is 180 days
after his or her Separation from Service or (y) his or her earliest retirement age under the
Pension Plan and (ii) for Participants who do not have a Separation from Service before his or her
earliest retirement age under the Pension Plan, the 180th day following the date the
Participant dies, becomes Disabled or experiences a Separation from Service. In no event shall
distributions commence later than the later of (i) the end of the calendar year in which occurs the
180th day following the date the Participant experiences a Separation from Service and
(ii) the 15th day of the third month following the 180th day after the
Participant experiences a Separation from Service. Benefits shall be paid in the form elected by
the Participant to have his or her benefits paid from among the actuarially equivalent forms of
annuity benefits then available under the Pension Plan. Monthly annuity payments shall be paid at
the payment times then in effect under the Pension Plan except that, because no monthly benefit
attributable to benefits accrued after December 31, 2004 shall be paid to the Participant or
beneficiary for six months after the date of that Participant’s Separation from Service, the first
payment of benefits attributable to benefits accrued on or after January 1, 2005 shall be made in
the seventh month after the Separation from Service and shall equal the monthly benefit amount
attributable to benefits accrued after January 1, 2005 multiplied by seven. Benefit payments
delayed under the preceding sentence shall bear interest at a rate determined by the Administrator
from time to time. Each subsequent installment of Defined Benefit Restoration attributable to
benefits accrued after December 31, 2004 payable to a Participant or beneficiary shall be in an
amount equal to the monthly benefit amount attributable to benefits accrued after December 31,
2004.


ARTICLE V. ADMINISTRATION



     The Plan shall be administered by the Administrator appointed for such purpose by the Board of
Directors of the Corporation who shall have the power and duty to interpret the Plan and to make
such rules and regulations as the Administrator, in its discretion, shall deem appropriate. The
Administrator may retain such experts, consultants, or advisors as it, in its discretion deems
necessary or appropriate to the administration of the Plan and/or may delegate to the Corporation
or to employees of the Corporation such duties as it may deem necessary or appropriate. Any
determination of the Administrator shall be final, conclusive and binding for all parties.



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ARTICLE VI. AMENDMENT AND TERMINATION



     The Corporation shall have the right to amend or terminate this Plan at any time; provided
that no amendment shall be made which would have the effect of decreasing the amount payable to any
Participants hereunder, as accrued on the date of such amendment.


ARTICLE VII. ASSIGNMENT



     No benefit or other right under or created by this Plan shall be assignable by any Participant
or the Participant’s beneficiary by pledge or otherwise. Any attempt to assign, pledge or
otherwise dispose of or anticipate benefits under this Plan shall be void.


ARTICLE VIII. BENEFITS UNFUNDED



     The benefits provided under this Plan shall be unfunded. All payments of benefits hereunder
shall be made by the Corporation from general assets and the Corporation will not be obligated to
establish any special or separate fund or make other segregation of assets to assure the payment of
any benefits hereunder. In the event the Corporation establishes any fund or segregation, no party
who is or becomes entitled to receive amounts hereunder shall have any right to assert any claim,
levy or lien thereon or assert any right thereto unless such right is specifically set forth in
writing. The rights of any party to receive payments of any benefits hereunder shall be no greater
than the rights of an unsecured creditor of the Corporation.


ARTICLE IX. MISCELLANEOUS



     9.01 Applicable Law. This Plan shall be governed by, and construed in accordance
with, the law of the State of California, except with regard to its principles of conflicts of laws
or to the extent that the law of the State of California shall have been specifically preempted by
federal law.



     9.02 Incapacity of Recipient of Benefits. If any person entitled to receive benefits
hereunder shall be physically or mentally incapable of receiving or acknowledging receipt of any
payment of benefits, the Corporation, upon the receipt of satisfactory evidence that such
incapacitated person is so incapacitated and that another person or institution is maintaining him
or her and that no guardian or committee has been appointed for him or her, may provide for such
payment of benefits hereunder to such person or institution maintaining him or her, and such
payments so made shall be deemed for every purpose to have been made to such incapacitated person.



     9.03 Liability of Officers and Directors of the Corporation. No past, present or
future officer or director of the Corporation shall be personally liable to any Participant,
beneficiary or other person under any provision of this Plan.



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     9.04 Assets Owned by the Corporation. Nothing contained herein shall be deemed to
give any Participant or his beneficiary any interest in any specific property of the Corporation or
any right except to receive such distributions as are expressly provided for in this Plan.



     9.05 Withholding. The payment of any benefits under this Plan shall be net of any
federal, state and local taxes that the Corporation is required to withhold.



     9.06 Meaning of Certain Words. As used herein any gender shall include all other
genders and the singular shall include the plural and the plural shall include the singular in all
cases where such meaning would be appropriate. The terms “herein”, “hereto”, “hereunder”, and the
like shall be deemed to refer to this Plan as a whole and not to any particular paragraph or other
subdivision of this Plan.





To record the adoption of the amendment and restatement of the Plan, the Corporation has caused its
execution by its duly authorized officer as of the 31st day of December, 2004.




	 	 	 	 	 
	 	TELEDYNE TECHNOLOGIES INCORPORATED


 	 
	 	By:  	
 	 
	 
	 	Title 	
 	 
	 
	 	Date: 	
 	 
	 




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