Change in Control





EX-10.4 5 v51145exv10w4.htm EX-10.4

Exhibit 10.4

FOURTH AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

     THIS FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of the 21st day of January, 2009 by and between Teledyne Technologies Incorporated, a Delaware corporation with its executive offices at 1049 Camino Dos Rios, Thousand Oaks, California 91360 (the “Company”), and Dr. Robert Mehrabian, an individual residing at 5388 Baseline Avenue, Santa Ynez, California 93460 (the “Executive”).

RECITALS

     WHEREAS, this Fourth Amended and Restated Employment Agreement is an amendment and restatement of the Third Amended and Restated Employment Agreement entered into as of September 1, 2007;

     WHEREAS, this Fourth Amended and Restated Employment Agreement is entered into primarily to reflect actions of the Personnel and Compensation Committee taken on January 20, 2009, to amend provisions of the Employment Agreement relating to term and termination, as well as to update the Employment Agreement to reflect the Executive’s current base salary and annual incentive plan target percentage.

     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, 2009. This Agreement shall automatically renew for successive one year terms unless either party gives the other written notice of its election not to renew at least twelve (12) months before the expiration of the current term or any successive renewal terms. If such notice is given by either party, the Executive may retire on December 31st of the year following the 12th month after 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, as amended as of December 31, 2008 (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

 


 

The Bank of New York Mellon 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.

a. Base Salary. Effective September 1, 2008 and for the remainder of the Term, as it may be extended from time to time, the Company shall pay Executive a base salary at the annualized rate of Eight Hundred Forty Thousand ($840,000) 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 100% 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 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. It is understood and agreed that effective June 1, 2007, the Company shall no longer be required to provide a country club and a city club membership and related applicable tax gross-ups to the Executive. 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

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the rate in effect on the date of his Retirement. Such annual amount shall be paid each year for ten (10) years following his Retirement; it being recognized that, as per Executive’s original employment agreement, the Executive as of August 1, 2007, has rendered to the Company ten years of service (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 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

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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.

     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 Fourth Amended and Restated Employment Agreement as of the day and year first above written.

 

 

 

 

 

 

EXECUTIVE
 

 

 

By:  

 

 

 

 

 Robert Mehrabian 

 

 

 

 

 

 

 

TELEDYNE TECHNOLOGIES INCORPORATED
 

 

 

By:  

 

 

 

 

 John T. Kuelbs 

 

 

 

 Executive Vice President, General Counsel
 and Secretary 

 

 




 FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT
 
 
[This is the form of Change of Control Agreement that has been entered into with
the following executive officers and nine other key employees.
 
<TABLE>
<CAPTION>
Name of Executive Officer   Title                          Date of Agreement                 Section
- -------------------------   -----                          -----------------                 -------
                                                                                            1(m) level
                                                                                            ----------
 
<S>                         <C>                            <C>                              <C>
Robert Mehrabian            President and                  December 21, 1999                three times
                            Chief Executive Officer
 
Stefan C. Riesenfeld        Executive Vice President       December 21, 1999                three times
                            and Chief Financial Officer
 
John T. Kuelbs              Senior Vice President,         December 21, 1999                three times
                            General Counsel and Secretary
 
Nicholas L. Blauwiekel      Senior Vice President of       March 9, 2000                    three times
                            Human Resources
 
Dale A. Schnittjer          Controller                     December 21, 1999                two times]
</TABLE>
 
 
                  THIS AGREEMENT ("Agreement") is made and entered into as of
this ___ day of ________________ (the "Effective Date"), by and among Teledyne
Technologies Incorporated, a Delaware corporation (hereinafter referred to as
the "Company"), and ____________________, an individual residing at the address
set forth on the signature page of this Agreement (the "Executive").
 
                              W I T N E S S E T H:
 
                  WHEREAS, the Board of Directors of the Company (the "Board")
has approved the Company entering into this agreement providing for certain
severance protection for the Executive following a Change in Control (as
hereinafter defined);
 
                  WHEREAS, the Board of the Company believes that, should the
possibility of a Change in Control arise, it is imperative that the Company be
able to receive and rely upon the Executive's advice, if requested, as to the
best interests of the Company and its stockholders without concern that he or
she might be distracted by the personal uncertainties and risks created by the
possibility of a Change in Control; and
 
                  WHEREAS, in addition to the Executive's regular duties, he or
she may be called upon to assist in the assessment of a possible Change in
Control, advise management and the Board of the Company as to whether such
Change in Control would be in the best interests of the Company and its
stockholders, and to take such other actions as the Board determines to be
appropriate;
 
                  NOW, THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of his or her advice
and counsel notwithstanding the possibility, threat, or occurrence of a Change
in Control, and to induce the Executive to remain in the employ of the Company,
and for good and valuable consideration and the mutual
 
 
<PAGE>   2
 
covenants set forth herein, the Company and the Executive, intending to be
legally bound, agree as follows:
 
                             Article I. Definitions
 
         Whenever used in this Agreement, the following terms shall have the
meanings set forth below when the initial letter of the word or abbreviation is
capitalized:
 
(a) "Accrued Obligations" means, as of the Effective Date of Termination, the
sum of (i) the Executive's Base Compensation through and including the Effective
Date of Termination, (ii) the amount of any bonus, incentive compensation,
deferred compensation and other cash compensation accrued by the Executive as of
the Effective Date of Termination under the terms of any such arrangement and
not then paid, including, but not limited to, AIP accrued but not paid for a
year ending prior to the year in which occur, the Effective Date of Termination,
(iii) unused vacation time monetized at the then rate of Base Compensation, (iv)
expense reimbursements or other cash entitlements, (v) amounts accrued under any
qualified, non-qualified or supplemental employee benefit plan, payroll
practice, policy or perquisite.
 
(b) "AIP" means the Company's Annual Incentive Plan as it exists on the date
hereof and as it may be amended, supplemented or modified from time to time or
any successor plan.
 
(c) "Base Compensation" shall mean (1) the highest annual rate of base salary of
the Executive within the time period consisting of one year prior to the date of
a Change in Control and the Effective Date of Termination and (2) the AIP bonus
target for performance in the calendar year that a Change in Control occurs or
the actual AIP payment for the year immediately preceding the Change in Control,
whichever is higher.
 
(d) "Beneficiary" shall mean the persons or entities designated or deemed
designated by the Executive pursuant to Section 7.2 herein.
 
(e) "Board" shall mean the Board of Directors of the Company.
 
(f) For purposes hereof, the term "Cause" shall mean the Executive's conviction
of a felony, breach of a fiduciary duty involving personal profit to the
Executive or intentional failure to perform stated duties reasonably associated
with the Executive's position; provided, however, an intentional failure to
perform stated duties shall not constitute Cause unless and until the Board
provides the Executive with written notice setting forth the specific duties
that, in the Board's view, the Executive has failed to perform and the Executive
is provided a period of thirty (30) days to cure such specific failure(s) to the
reasonable satisfaction of the Board.
 
(g) For the purposes of this Agreement, "Change in Control" shall mean, and
shall be deemed to have occurred upon the occurrence of, any of the following
events:
 
         (1) The Company acquires actual knowledge that (x) any Person, other
         than the Company, a subsidiary, any employee benefit plan(s) sponsored
         by the Company or a
 
 
 
                                      -2-
<PAGE>   3
 
         subsidiary, has acquired the Beneficial Ownership, directly or
         indirectly, of securities of the Company entitling such Person to 20%
         or more of the Voting Power of the Company, or (y) any Person or
         Persons agree to act together for the purpose of acquiring, holding,
         voting or disposing of securities of the Company or to act in concert
         or otherwise with the purpose or effect of changing or influencing
         control of the Company, or in connection with or as Beneficial
         Ownership, directly or indirectly, of securities of the Company
         entitling such Person(s) to 20% or more of the Voting Power of the
         Company; or
 
         (2) The completion of a Tender Offer is made to acquire securities of
         the Company entitling the holders thereof to 20% or more of the Voting
         Power of the Company; or
 
         (3) The occurrence of a successful solicitation subject to Rule 14a-11
         under the Securities Exchange Act of 1934 as amended (or any successor
         Rule) (the "1934 Act") relating to the election or removal of 50% or
         more of the members of the Board or any class of the Board shall be
         made by any person other than the Company or less than 51% of the
         members of the Board (excluding vacant seats) shall be Continuing
         Directors; or
 
         (4) The occurrence of a merger, consolidation, share exchange, division
         or sale or other disposition of assets of the Company as a result of
         which the stockholders of the Company immediately prior to such
         transaction shall not hold, directly or indirectly, immediately
         following such transaction a majority of the Voting Power of (i) in the
         case of a merger or consolidation, the surviving or resulting
         corporation, (ii) in the case of a share exchange, the acquiring
         corporation or (iii) in the case of a division or a sale or other
         disposition of assets, each surviving, resulting or acquiring
         corporation which, immediately following the transaction, holds more
         than 20% of the consolidated assets of the Company immediately prior to
         the transaction;
 
provided, however that (A) if securities beneficially owned by Executive are
included in determining the Beneficial Ownership of a Person referred to in
Section (i), (B) if Executive is named pursuant to Item 2 of the Schedule 14D-1
(or any similar successor filing requirement) required to be filed by the bidder
making a Tender Offer referred to in Section (ii) or (C) if Executive is a
"participant" as defined in Instruction 3 to Item 4 of Schedule 14A under the
1934 Act in a solicitation referred to in Section (iii) then no Change of
Control with respect to Executive shall be deemed to have occurred by reason of
any such event.
 
                  For the purposes of Section 1(g), the following terms shall
have the following meanings:
 
         (i) The term "Person" shall be used as that term is used in Section
         13(d) and 14(d) of the 1934 Act as in effect on the Effective Date
         hereof.
 
 
 
                                      -3-
<PAGE>   4
 
         (ii) "Beneficial Ownership" shall be determined as provided in Rule
         13d-3 under the 1934 Act as in effect on the Effective Date hereof.
 
         (iii) A specified percentage of "Voting Power" of a company shall mean
         such number of the Voting Shares as shall enable the holders thereof to
         cast such percentage of all the votes which could be cast in an annual
         election of directors (without consideration of the rights of any class
         of stock, other than the common stock of the company, to elect
         directors by a separate class vote); and "Voting Shares" shall mean all
         securities of a company entitling the holders thereof to vote in an
         annual election of directors (without consideration of the rights of
         any class of stock, other than the common stock of the company, to
         elect directors by a separate class vote).
 
         (iv) "Tender Offer" shall mean a tender offer or exchange offer to
         acquire securities of the Company (other than such an offer made by the
         Company or any subsidiary), whether or not such offer is approved or
         opposed by the Board.
 
         (v) "Continuing Directors" shall mean a director of the Company who
         either (x) was a director of the Company on the date hereof or (y) is
         an individual whose election, or nomination for election, as a director
         of the Company was approved by a vote of at least two-thirds of the
         directors then still in office who were Continuing Directors (other
         than an individual whose initial assumption of office is in connection
         with an actual or threatened election contest relating to the election
         of directors of the Company which would be subject to Rule 14a-11 under
         the 1934 Act, or any successor Rule).
 
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.
 
(i) "Effective Date of Termination" shall mean the date on which the Executive's
employment terminates in a circumstance in which Section 2.1 provides for
Severance Benefits (as defined in Section 2.1).
 
(j) "Good Reason" shall mean, without the Executive's express written consent,
the occurrence of any one or more of the following:
 
         (1) A material diminution of the Executive's authorities, duties,
responsibilities, or status (including offices, titles, or reporting
relationships) as an employee of the Company from those in effect as of one
hundred eighty (180) days prior to the Change in Control or as of the date of
execution of this Agreement if a Change in Control occurs within one hundred
eighty (180) days of the execution of this Agreement (the "Reference Date") or
the assignment to the Executive of duties or responsibilities inconsistent with
his position as of the Reference Date, other than an insubstantial and
inadvertent act that is remedied by the Company promptly after receipt of notice
thereof given by the Executive, and other than any such alteration which is
consented to by the Executive in writing;
 
 
 
                                      -4-
<PAGE>   5
 
         (2) The Company's requiring the Executive to be based at a location in
excess of thirty-five (35) miles from the location of the Executive's principal
job location or office immediately prior to the Change in Control, except for
required travel on the Company's business to an extent substantially consistent
with the Executive's present business obligations;
 
         (3) A reduction in the Executive's annual salary or any material
reduction by the Company of the Executive's other compensation or benefits from
that in effect on the Reference Date or on the date of the Change in Control,
whichever is greater;
 
         (4) The failure of the Company to obtain an agreement satisfactory to
the Executive from any successor to the Company to assume and agree to perform
the Company's obligations under this Agreement, as contemplated in Article 5
herein; and
 
         (5) Any purported termination by the Company of the Executive's
employment that is not effected pursuant to a Notice of Termination satisfying
the requirements of Section 2.6 below, and for purposes of this Agreement, no
such purported termination shall be effective.
 
The Executive's right to terminate employment for Good Reason shall not be
affected by the Executive's (A) incapacity due to physical or mental illness or
(B) continued employment following the occurrence of any event constituting Good
Reason herein.
 
(k) "PSP" means the Company's Performance Share Program as it exists on the date
hereof and as it may be, amended, supplemented, or modified from time to time or
any successor plan.
 
(l) "SARP" means the Company's Stock Acquisition and Retention Program as it
exists on the date hereof and as it may be, amended, supplemented or modified
from time to time or any successor plan.
 
(m) "Severance Compensation" means [three/two times] Base Compensation.
 
 
                         Article II. Severance Benefits
 
         2.1 Right to Severance Benefits. The Executive shall be entitled to
receive from the Company severance benefits described in Section 2.2 below
(collectively, the "Severance Benefits") if a Change in Control shall occur and
within twenty-four (24) months after the Change in Control either of the
following shall occur:
 
                  (a)      an involuntary termination of the Executive's
                           employment with the Company without Cause; or
 
                  (b)      a voluntary termination of the Executive's employment
                           with the Company for Good Reason.
 
 
 
                                      -5-
<PAGE>   6
 
         2.2 Severance Benefits. In the event that the Executive becomes
entitled to receive Severance Benefits, as provided in Section 2.1, the Company
shall provide the Executive with total Severance Benefits as follows (but
subject to Sections 2.5 and 2.6):
 
                  (a)      The Executive shall receive a single lump sum cash
                           Severance Compensation payment within thirty (30)
                           days of the Effective Date of Termination.
 
                  (b)      The Executive shall receive the Accrued Obligations.
 
                  (c)      The Executive shall receive as AIP for the year in
                           which occurs the Effective Date of Termination a lump
                           sum cash payment paid within thirty (30) days of the
                           Effective Date of Termination equal to that which
                           would have been paid if corporate and personal
                           performance had achieved 120% of target objectives
                           established for the annual period in which the Change
                           in Control occurred, multiplied by a fraction, the
                           numerator of which is the number of days elapsed in
                           the current fiscal period to the Effective Date of
                           Termination, and the denominator of which is 365.
 
                  (d)      The Executive shall receive a lump sum payment paid
                           within thirty (30) days of the Effective Date of
                           Termination (in accordance with the then current PSP;
                           provided that any portion of the PSP award which
                           would have been paid in stock under the PSP is to be
                           paid in cash based on the current market value of the
                           stock) which payment will be determined based upon
                           actual performance for the number of full years of
                           completed then current PSP measurement period(s) at
                           the time of the Effective Date of Termination and for
                           years not yet completed in the then current PSP
                           measurement period(s) Executive will be assumed to
                           have met all applicable goals at 120% of performance.
 
                  (e)      All welfare benefits, including medical, dental,
                           vision, life and disability benefits pursuant to
                           plans under which the Executive and/or the
                           Executive's family is eligible to receive benefits
                           and/or coverage shall be continued for a period of
                           thirty-six (36) months after the Effective Date of
                           Termination. Such benefits shall be provided to the
                           Executive at no less than the same coverage level as
                           in effect as of the date of the Change in Control.
                           The Company shall pay the full cost of such continued
                           benefits, except that the Executive shall bear any
                           portion of such cost as was required to be borne by
                           key executives of the Company generally at the date
                           of the Change in Control. Notwithstanding the
                           foregoing, the benefits described in this Section
                           2.2(e) may be discontinued prior to the end of the
                           periods provided in this Section to the extent, but
                           only to the extent, that the Executive receives
                           substantially similar benefits from a subsequent
                           employer. In the event any insurance carrier shall
                           refuse to provide coverage to a former employee, the
                           Company shall secure comparable
 
 
 
                                      -6-
<PAGE>   7
 
                           coverage or may self-insure the benefits if it pays
                           such benefits together with a payment to the
                           Executive equal to the federal income tax
                           consequences of payments to a former highly
                           compensated employee from a discriminatory
                           self-insured plan.
 
                  (f)      The Executive shall be entitled to reimbursement for
                           actual payments made for professional outplacement
                           services or job search not to exceed $25,000 in the
                           aggregate.
 
                  (g)      In determining the Executive's pension benefit
                           following entitlement to a Severance Benefit, the
                           Executive shall be deemed to have satisfied the age
                           and service requirements for full vesting under the
                           Company's qualified (within applicable legal
                           parameters), non-qualified and supplemental pension
                           plans as of the Effective Date of Termination such
                           that the Executive shall be entitled to receive the
                           full accrued benefit under all such plans in effect
                           as of the date of the Change in Control, without any
                           actuarial reduction for early payment.
 
         2.3. Stock Options. All Company stock options previously granted to the
Executive shall be fully vested and exercisable immediately upon a Change in
Control. Such options shall be exercisable for the remainder of the term
established by the Company's stock option plan as if the options had vested in
accordance with the normal vesting schedule and the Executive had remained an
employee of the Company. Company stock acquired pursuant to any such exercise
may be sold by the Executive free of any Company restrictions, whatsoever (other
than those imposed by federal and state securities laws).
 
         2.4. SARP. In the event of entitlement to a Severance Benefit, all
forfeiture restrictions on all Company stock purchased by or granted to the
Executive under the Company's SARP shall lapse and all shares of restricted
stock shall vest. All of the foregoing shares may be sold by the Executive free
of any Company restrictions whatsoever (other than those imposed by federal and
state securities laws). Any promissory notes of Executive under the SARP shall
be paid off by the Executive within ninety (90) days after Executive's receipt
of the Severance Benefits.
 
         2.5. Termination for any Other Reason. If the Executive's employment
with the Company is terminated under any circumstances other than those set
forth in Section 2.1, including without limitation by reason of retirement,
death, disability, discharge for Cause or resignation without Good Reason, or
any termination, for any reason, that occurs prior to a Change in Control (other
than as provided below) or after twenty-four (24) months following a Change in
Control, the Executive shall have no right to receive the Severance Benefits
under this Agreement or to receive any payments in respect of this Agreement. In
such event Executive's benefits, if any, in respect of such termination shall be
determined in accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable plans, programs, policies and practices then in
effect. Notwithstanding anything in this Agreement to the contrary, if the
Executive's employment with the Company is terminated at any time from three (3)
to
 
 
 
 
                                      -7-
<PAGE>   8
 
eight (8) months prior to the date on which a Change in Control occurs either
(i) by the Company other than for Cause or (ii) by the Executive for Good
Reason, and it is reasonably demonstrated that termination of employment (a) was
at the request of an unrelated third party who has taken steps reasonably
calculated to effect a Change in Control, or (b) otherwise arose in connection
with or in anticipation of the Change in Control, then for all purposes of this
Agreement the termination shall be deemed to have occurred as if immediately
following a Change in Control for Good Reason and the Executive shall be
entitled to Severance Benefits as provided in Section 2.2 hereof.
Notwithstanding anything in this Agreement to the contrary, if the Executive's
employment with the Company is terminated at any time within three (3) months
prior to the date on which a Change in Control occurs either (i) by the Company
other than for Cause or (ii) by the Executive for Good Reason, such termination
shall conclusively be deemed to have occurred as if immediately following a
Change in Control for Good Reason and the Executive shall be entitled to
Severance Benefits as provided in Section 2.2. hereof.
 
         2.6. Notice of Termination. Any termination by the Company for Cause or
by the Executive for Good Reason shall be communicated by Notice of Termination
to the other party. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon, and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated.
 
         2.7. Withholding of Taxes. The Company shall withhold from any amounts
payable under this Agreement all Federal, state, local, or other taxes that are
legally required to be withheld.
 
         2.8. Certain Additional Payments by the Company.
 
                  (a)      Notwithstanding anything in this Agreement to the
                           contrary, in the event it shall be determined that
                           any economic benefit or payment or distribution by
                           the Company to or for the benefit of the Executive,
                           whether paid or payable or distributed or
                           distributable pursuant to the terms of this Agreement
                           or otherwise (a "Payment"), would be subject to the
                           excise tax imposed by Section 4999 of the Code or any
                           interest or penalties with respect to such excise tax
                           (such excise tax, together with any such interest and
                           penalties, are hereinafter collectively referred to
                           as the "Excise Tax"), then the Executive shall be
                           entitled to receive an additional payment (a
                           "Gross-Up-Payment") in an amount such that after
                           payment by the Executive of all taxes (including any
                           interest or penalties imposed with respect to such
                           taxes), including any Excise Tax imposed upon the
                           Gross-Up Payment, the Executive retains an amount of
                           the Gross-Up Payment equal to the Excise Tax imposed
                           upon the Payments.
 
                  (b)      Subject to the provisions of Section 2.8(c), all
                           determinations required to be made under this Section
                           2.8, including whether a Gross-Up Payment is required
                           and the amount of such Gross-Up Payment, shall be
                           made by the
 
 
 
                                      -8-
<PAGE>   9
 
                           Company's regular outside independent public
                           accounting firm (the "Accounting Firm") which shall
                           provide detailed supporting calculations both to the
                           Company and the Executive within fifteen (15)
                           business days of the Effective Date of Termination,
                           if applicable, or such earlier time as is requested
                           by the Company . The initial Gross-Up Payment, if
                           any, as determined pursuant to this Section 2.8(b),
                           shall be paid to the Executive within five (5) days
                           of the receipt of the Accounting Firm's
                           determination. If the Accounting Firm determines that
                           no Excise Tax is payable by the Executive, it shall
                           furnish the Executive with an opinion that he or she
                           has substantial authority not to report any Excise
                           Tax or excess parachute payments on his or her
                           federal income tax return. Any determination by the
                           Accounting Firm shall be binding upon the Company and
                           the Executive. As a result of the uncertainty in the
                           application of Section 4999 of the Code at the time
                           of the initial determination by the Accounting Firm
                           hereunder, it is possible that Gross-Up Payments
                           which will not have been made by the Company should
                           have been made ("Underpayment"), consistent with the
                           calculations required to be made hereunder. In the
                           event that the Company exhausts its remedies pursuant
                           to Section 2.8(c) and the Executive thereafter is
                           required to make a payment of any Excise Tax, the
                           Accounting Firm shall determine the amount of the
                           Underpayment that has occurred and any such
                           Underpayment shall be promptly paid by the Company to
                           or for the benefit of the Executive.
 
                  (c)      The Executive shall notify the Company in writing of
                           any claim by the Internal Revenue Service that, if
                           successful, would require the payment by the Company
                           of the Gross-Up Payment. Such notification shall be
                           given as soon as practicable but no later than ten
                           (10) business days after the later of either (i) the
                           date the Executive has actual knowledge of such
                           claim, or (ii) ten (10) days after the Internal
                           Revenue Service issues to the Executive either a
                           written report proposing imposition of the Excise Tax
                           or a statutory notice of deficiency with respect
                           thereto, and shall apprise the Company of the nature
                           of such claim and the date on which such claim is
                           requested to be paid. The Executive shall not pay
                           such claim prior to the expiration of the thirty-day
                           period following the date on which he gives such
                           notice to the Company (or such shorter period ending
                           on the date that any payment of taxes with respect to
                           such claim is due). If the Company notifies the
                           Executive in writing prior to the expiration of such
                           period that the Company desires to contest such
                           claim, the Executive shall: (i) give the Company any
                           information reasonably requested by the Company
                           relating to such claim, (ii) take such action in
                           connection with contesting such claim as the Company
                           shall reasonably request in writing from time to
                           time, including, without limitation, accepting legal
                           representation with respect to such claim by an
                           attorney reasonably selected by the Company, (iii)
                           cooperate with the Company in good faith in order
                           effectively to contest such claim, (iv) permit the
                           Company to participate in any
 
 
 
 
                                      -9-
<PAGE>   10
 
                           proceedings relating to such claim; provided,
                           however, that the Company shall bear and pay directly
                           all costs and expenses (including additional interest
                           and penalties) incurred in connection with such
                           contest and shall indemnify and hold the Executive
                           harmless, on an after-tax basis, for any Excise Tax
                           or income tax, including interest and penalties with
                           respect thereto, imposed as a result of such
                           representation and payment of costs and expenses.
                           Without limitation of the foregoing provisions of
                           this Section 2.8(c), the Company shall control all
                           proceedings taken in connection with such contest
                           and, at its sole option, may pursue or forego any and
                           all administrative appeals, proceedings, hearings and
                           conferences with the taxing authority in respect of
                           such claim and may, at its sole option, either direct
                           the Executive to request or accede to a request for
                           an extension of the statute of limitations with
                           respect only to the tax claimed, or pay the tax
                           claimed and sue for a refund or contest the claim in
                           any permissible manner, and the Executive agrees to
                           prosecute such contest to a determination before any
                           administrative tribunal, in a court of initial
                           jurisdiction and in one or more appellate courts, as
                           the Company shall determine; provided, however, that
                           if the Company directs the Executive to pay such
                           claim and sue for a refund, the Company shall advance
                           the amount of such payment to the Executive, on an
                           interest-free basis and shall indemnify and hold the
                           Executive harmless, on an after-tax basis, from any
                           Excise Tax or income tax, including interest or
                           penalties with respect thereto, imposed with respect
                           to such advance or with respect to any imputed income
                           with respect to such advance; and provided further
                           that any extension of the statute of limitations
                           requested or acceded to by the Executive at the
                           Company's request and relating to payment of taxes
                           for the taxable year of the Executive with respect to
                           which such contested amount is claimed to be due is
                           limited solely to such contested amount. Furthermore,
                           the Company's control of the contest shall be limited
                           to issues with respect to which a Gross-Up Payment
                           would be payable hereunder and the Executive shall be
                           entitled to settle or contest, as the case may be,
                           any other issue raised by the Internal Revenue
                           Service or any other taxing authority.
 
                  (d)      If, after the receipt by the Executive of an amount
                           advanced by the Company pursuant to Section 2.8(c),
                           the Executive becomes entitled to receive any refund
                           with respect to such claim, the Executive shall
                           (subject to the Company's complying with the
                           requirements of Section 2.8(c)) promptly pay to the
                           Company the amount of such refund (together with any
                           interest paid or credited thereon after taxes
                           applicable thereto). If, after the receipt by the
                           Executive of an amount advanced by the Company
                           pursuant to Section 2.8(c), a determination is made
                           that the Executive shall not be entitled to any
                           refund with respect to such claim and the Company
                           does not notify the Executive in writing of its
                           intent to contest such denial of refund prior to the
                           expiration of thirty (30) days after such
 
 
 
 
                                      -10-
<PAGE>   11
 
                           determination, then such advance shall be forgiven
                           and shall not be required to be repaid and the amount
                           of such advance shall offset, to the extent thereof,
                           the amount of Gross-Up Payment required to be paid.
 
                  (e)      In the event that any state or municipality or
                           subdivision thereof shall subject any Payment to any
                           special tax which shall be in addition to the
                           generally applicable income tax imposed by such
                           state, municipality, or subdivision with respect to
                           receipt of such Payment, the foregoing provisions of
                           this Section 2.8 shall apply, mutatis mutandis, with
                           respect to such special tax.
 
                  Article III. The Company's Payment Obligation
 
         3.1 Payment Obligations Absolute. Except as otherwise provided in the
last sentence of Section 2.2(e), the Company's obligation to make the payments
and the arrangements provided for in this Agreement shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right that the Company may have against the Executive or any other party. All
amounts payable by the Company under this Agreement shall be paid without notice
or demand. Each and every payment made hereunder by the Company shall be final,
and the Company shall not seek to recover all or any part of such payment from
the Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever. Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall have no obligation to make any payment to the
Executive hereunder to the extent, but only to the extent, that such payment is
prohibited by the terms of any final order of a Federal or state court or
regulatory agency of competent jurisdiction; provided, however, that such an
order shall not affect, impair, or invalidate any provision of this Agreement
not expressly subject to such order.
 
         3.2 Contractual Rights to Payments and Benefits. This Agreement
establishes and vests in the Executive a contractual right to the payments and
benefits to which he or she is entitled hereunder. Nothing herein contained
shall require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark, or otherwise set aside any funds or other assets,
in trust or otherwise, to provide for any payments to be made or required
hereunder. The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in the last sentence of Section 2.2(e).
 
                   Article IV . Enforcement and Legal Remedies
 
         4.1. Consent to Jurisdiction. Each of the parties hereto irrevocably
consents to personal jurisdiction in any action brought in connection with this
Agreement in the United States District Court for the Central District of
California or any California court of competent jurisdiction. The parties also
consent to venue in the above forums and to the convenience of the
 
 
 
                                      -11-
<PAGE>   12
 
above forums. Any suit brought to enforce the provisions of this Agreement must
be brought in the aforementioned forums.
 
         4.2 Cost of Enforcement. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel in connection with the
enforcement of any or all of his or her rights to Severance Benefits under
Section 2.2 of this Agreement, and provided that the Executive substantially
prevails in the enforcement of such rights, the Company, as applicable, shall
pay (or the Executive shall be entitled to recover from the Company, as the case
may be) the Executive's reasonable attorneys' fees, costs and expenses in
connection with the enforcement of his or her rights.
 
                      Article V. Binding Effect; Successors
 
         The rights of the parties hereunder shall inure to the benefit of their
respective successors, assigns, nominees, or other legal representatives. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, reorganization, consolidation, acquisition of property or stock,
liquidation, or otherwise) to all or a significant portion of the assets of the
Company, as the case may be, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company, as the
case may be, would be required to perform if no such succession had taken place.
Regardless of whether such agreement is executed, this Agreement shall be
binding upon any successor in accordance with the operation of law and such
successor shall be deemed the "Company", as the case may be, for purposes of
this Agreement.
 
                          Article VI. Term of Agreement
 
         The term of this Agreement shall commence on the Effective Date and
shall continue in effect for three (3) full years (the "Term") unless further
extended as provided in this Article. The Term of this Agreement shall be
automatically and without action by either party extended for one additional
calendar month on the last business day of each calendar month so that at any
given time there are no fewer than 35 nor more than 36 months remaining unless
one party gives written notice to the other that it no longer wishes to extend
the Term of this Agreement, after which written notice, the Term shall not be
further extended except as may be provided in the following sentence. However,
in the event a Change in Control occurs during the Term, this Agreement will
remain in effect for the longer of: (i) thirty-six (36) months beyond the month
in which such Change in Control occurred; or (ii) until all obligations of the
Company hereunder have been fulfilled and all benefits required hereunder have
been paid to the Executive or other party entitled thereto.
 
                           Article VII. Miscellaneous
 
         7.1 Employment Status. Neither this Agreement nor any provision hereof
shall be deemed to create or confer upon the Executive any right to be retained
in the employ of the Company or any subsidiary or other affiliate thereof.
 
 
 
                                      -12-
<PAGE>   13
 
         7.2 Beneficiaries. The Executive may designate one or more persons or
entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Board of Directors of the
Company. The Executive may make or change such designation at any time.
 
         7.3 Entire Agreement. This Agreement contains the entire understanding
of the Company and the Executive with respect to the subject matter hereof. Any
payments actually made under this Agreement in the event of the Executive's
termination of employment shall be in lieu of any severance benefits payable
under any severance plan, program, or policy of the Company to which the
Executive might otherwise be entitled.
 
         7.4 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular, and the singular shall include the plural.
 
         7.5 Notices. All notices, requests, demands, and other communications
hereunder must be in writing and shall be deemed to have been duly given if
delivered by hand or mailed within the continental United States by first-class
certified mail, return receipt requested, postage prepaid, to the other party,
addressed as follows:
 
         (a)      If to the Company:
 
                  Teledyne Technologies Incorporated
                  2049 Century Park East
                  15th Floor
                  Los Angeles, California 90067
                  Attn:  Senior Vice President, General Counsel and Secretary
 
         (b) If to Executive, to him or her at the address set forth at the end
of this Agreement. Addresses may be changed by written notice sent to the other
party at the last recorded address of that party.
 
         7.6 Execution in Counterparts. The parties hereto in counterparts may
execute this Agreement, each of which shall be deemed to be original, but all
such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.
 
         7.7. Severability. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are for convenience of
reference and not part of the provisions hereof and shall have no force and
effect.
 
 
 
                                      -13-
<PAGE>   14
 
         7.8. Modification. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in writing and signed by the Executive and on behalf of the Company.
 
         7.9 Applicable Law. To the extent not preempted by the laws of the
United States, the laws of the State of California, other than the conflict of
law provisions thereof, shall be the controlling laws in all matters relating to
this Agreement.
 
 
                                      -14-
<PAGE>   15
 
 
 
 
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
 
                                       TELEDYNE TECHNOLOGIES INCORPORATED
 
 
                                       By:____________________________________
 
                                       Name:__________________________________
 
                                       Title:_________________________________
 
 
                                       EXECUTIVE
 
 
                                       _______________________________________
 
                                       Name:
                                       Address:
 
 
 
 
 
                                      -15-