TELEDYNE TECHNOLOGIES INC (Form: 8-K, Received: 04/27/2017 16:29:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2017

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)






Delaware	1-15295	25-1843385
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	1049 Camino Dos Rios Thousand Oaks, California	91360-2362
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (805) 373-4545

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(b) Teledyne Technologies Incorporated (the “Company” or “Teledyne”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on April 26, 2017. At the Annual Meeting, the Company's stockholders approved the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the “Amended Plan”), which amends and restates the Company’s 2014 Incentive Award Plan (the “Original Plan”). The Amended Plan was adopted by the Company’s Board of Directors (the “Board”) on February 21, 2017, subject to receiving stockholder approval at the Annual Meeting.

The Amended Plan makes the following material changes to the Original Plan:


•	Increases the number of shares available by 2,500,000 shares;

•

Provides that the aggregate number of shares available for issuance will be reduced by 2.93 shares for each share subject to an award other than a stock option or stock appreciation right (a “Full Value Award”) that is granted on or after the effective date of the Amended Plan, and that the number of shares available for issuance will be increased by 2.93 shares for each share subject to a Full Value Award granted on or after the effective date of the Amended Plan that again becomes available for grant pursuant to the terms of the Amended Plan;


•	Imposes a $750,000 limit on the total aggregate value of cash and equity-based awards granted under the Amended Plan to any non-employee director during any calendar year;


•	Mandates a vesting period of at least one year for all equity-based awards granted under the Amended Plan, which applies to no less than 95% of the shares authorized for grant (subject to certain limited exceptions);


•	Dividends and dividend equivalents payable in connection with all awards (previously only performance-based awards) granted under the Amended Plan will only be paid out to the extent that the time- and performance-based vesting conditions are satisfied and the shares underlying such awards are earned and vest; and


•	Permits the Company to withhold shares in connection with a net-share settlement of an award based on the award holder’s maximum individual statutory withholding rates for the applicable jurisdiction.

The terms and conditions of the Amended Plan are described in the section entitled “Item 2 on Proxy Card - Approval of Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan” (the “Stockholder Proposal”) in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 10, 2017 (the “Proxy Statement”). The terms and conditions of the Amended Plan in the Stockholder Proposal do not purport to be a complete description of the Amended Plan, and are qualified in their entirety by reference to the complete text of the Amended Plan, which was attached as Annex A to the Proxy Statement, and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a)-(b) The 2017 Annual Meeting of Stockholders of Teledyne was held on April 26, 2017. The actions described below were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.


1.	The three nominees proposed by the Board of Directors were elected as Class III directors for a three-year term expiring at the 2020 Annual Meeting by the following votes:



Name	For	Withheld	Broker Non-Votes
Roxanne S. Austin	30,948,036	472,676	1,643,094
Kenneth C. Dahlberg	31,016,686	404,026	1,643,094
Robert A. Malone	31,248,587	172,125	1,643,094

Other continuing directors include (1) Class I directors Simon M. Lorne, Paul D. Miller and Wesley W. von Schack, whose terms expire at the 2018 Annual Meeting, and (2) Class II directors Charles Crocker, Robert Mehrabian, Jane C. Sherburne and Michael T. Smith, whose terms expire at the 2019 Annual Meeting.


2.	The proposal to approve the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan was approved by a by a vote of 28,653,794 “for” versus 2,722,662 “against.” There were 44,256 abstentions and 1,643,094 broker non-votes with respect to this action.


3.	A proposal to ratify the appointment of Deloitte & Touche LLP as Teledyne’s independent registered public accounting firm for 2017 was approved by a vote of 32,768,139 “for” versus

268,698 “against.” There were 26,969 abstentions and no broker non-votes with respect to this action.


4.	The proposal to approve the non-binding advisory resolution on Teledyne’s executive compensation was approved by a by a vote of 30,289,158 “for” versus 1,072,578 “against.” There were 58,976 abstentions and 1,643,094 broker non-votes with respect to this action.


5.	The number of votes cast for the respective options for the non-binding advisory resolution on frequency of future votes on Teledyne’s executive compensation was as set forth below, with “1 Year” receiving the highest number of votes.



		Number of Votes
1 Year		26,536,892
2 Years		23,395
3 Years		4,819,069
Abstain		41,356

There were 1,643,094 broker non-votes with respect to this action.

Item 8.01. Other Events

At its meeting on April 25, 2017, the Nominating and Governance Committee of the Board of Directors of Teledyne re-approved standing resolutions related to the non-employee director compensation under the Amended Plan, subject to approval of the Amended Plan by stockholders at the 2017 Annual Meeting. The compensation arrangements for non-employee directors set forth in the standing resolutions are identical to those currently in place under Original Plan. A copy of the standing resolutions of the Nominating and Governance Committee is attached as Exhibit 10.2 to this report and incorporated herein by reference. A copy of the Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees, which was approved by the Board of Directors of Teledyne at its meeting on February 21, 2017, is attached as Exhibit 10.3 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits





Exhibit 10.1		Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 10, 2017) †

Exhibit 10.2		Standing resolutions of the Nominating and Governance Committee related to non-employee director compensation†

Exhibit 10.3		Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees†

†Denotes management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





				TELEDYNE TECHNOLOGIES INCORPORATED

		By:		/s/ Susan L. Main
				Susan L. Main
				Senior Vice President and Chief Financial Officer
				Dated: April 26, 2017

EXHIBIT INDEX

Description





Exhibit 10.1		Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed March 10, 2017) †

Exhibit 10.2		Standing resolutions of the Nominating and Governance Committee related to non-employee director compensation†

Exhibit 10.3		Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees†

†Denotes management contract or compensatory plan or arrangement.

Exhibit 10.2

RESOLUTIONS

OF THE NOMINATING AND GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

OF TELEDYNE TECHNOLOGIES INCORPORATED

(Adopted on April 25, 2017)

Standing Resolutions for Non-Employee Director Restricted Stock Unit Grants

WHEREAS, on February 21, 2017, the Board of Directors adopted, subject to approval of the stockholders of the Corporation, the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the “Amended Plan”), and Administrative Rules of the Amended and Restated Teledyne Technologies 2014 Incentive Award Plan related to Non-Employee Director Restricted Stock Unit Awards and Fees (the “Rules”).

RESOLVED, that, in accordance with Section VI of the Rules, in the event the stockholders of the Corporation approve the Amended Plan at the 2017 Annual Meeting of Stockholders of the Corporation:

(a) Commencing with the Corporation’s 2017 Annual Meeting, on the date of the Corporation’s Annual Meeting for each year, each incumbent non-employee director shall be automatically granted an award of restricted stock units subject to the terms and conditions specified in the Rules, in an amount of restricted stock units equal to $110,000 divided by the Fair Market Value (as defined in the Amended Plan) of a share of common stock on the date of grant, rounded down to the nearest whole unit share; and

(b) Each person who becomes a non-employee director for the first time on a date after an Annual Meeting date, shall be automatically granted an award of restricted stock units subject to the terms and conditions specified in the Rules, effective as of the date such person becomes a non-employee director, in an amount of restricted stock units equal to $55,000 divided by the Fair Market Value (as defined in Amended Plan) of a share of common stock on the date of grant, rounded down to the nearest whole unit share.

FURTHER RESOLVED, that any previous deferral election made by a director under the Administrative Rules of the Teledyne Technologies 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and

Fees (the “Prior Rules”), shall apply to awards made pursuant to the Rules under the Amended Plan;

FURTHER RESOLVED, that the foregoing resolution shall remain in effect until modified or rescinded by further action of the Committee.

Standing Resolutions for Non-Employee Director Retainer Payments

RESOLVED, that, in accordance with Section XIII of the Rules and consistent with resolutions previously adopted by this Committee under the Prior Rules, in the event the stockholders of the Corporation approve the Amended Plan at the 2017 Annual Meeting of Stockholders of the Corporation:


(1)	each Non-Employee Director shall be Director’s Retainer Fee Payment of $110,000;


(2)	the Chair of the Audit Committee shall receive an additional Retainer Fee Payment of $20,000;


(3)	the Chair of the Nominating and Governance Committee shall receive an additional Retainer Fee Payment of $12,500;


(4)	the Chair of the Personnel and Compensation Committee shall receive an additional Retainer Fee Payment of $12,500; and


(5)	the Lead Director shall receive an additional Director’s Retainer Fee Payment of $25,000.

Exhibit 10.3

TELEDYNE TECHNOLOGIES INCORPORATED

ADMINISTRATIVE RULES OF THE AMNEDED AND RESTATED TELEDYNE TECHNOLGOIES 2014 INCENTIVE AWARD PLAN RELATED TO NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARDS AND FEES

(as adopted on February 21, 2017)

I. Purpose

These Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (the “Rules”) are intended to help the Corporation attract and retain highly qualified individuals to serve as Non-Employee Directors of the Corporation and to align further the interests of the Non-Employee Directors with the interests of the Corporation's stockholders by paying a substantial portion of Non-Employee Director compensation in the form of Restricted Stock Units

II. Definitions

The following definitions apply:

(1) "Administrator" means the Committee, or its delegates, which shall initially include the Corporation’s Secretary.

(2) "Award" means a grant of Restricted Stock Units under these Rules.

(3) "Board" means the Board of Directors of the Corporation.

(4) “Change in Control” shall have the meaning ascribed to such term in the Plan.

(5) “Committee” means the Nominating and Governance Committee of the Board.

(6) "Compensation Year" means each calendar year or portion thereof during which these Rules are in effect.

(7) "Corporation" means Teledyne Technologies Incorporated, a Delaware corporation, or its successors.

(8) "Director" means a member of the Board.

(9) "Director's Retainer Fee Payment" means the dollar value of that portion of the annual retainer fee payable by the Corporation to a Non-Employee Director for serving as a Director and for serving as the chair of the Board or any committee of the Board or as Lead Director of the Board as of a particular Payment Date, as established by the Board and in effect from time to time.

(10) “Effective Date” means the date the stockholders of the Corporation approve the Plan.

US-DOCS\80827973.3

Exhibit 10.3

(11) "Non-Employee Director" means any member of the Board who is not an employee of the Corporation or any affiliate of the Corporation.

(12) "Participant" means each Non-Employee Director to whom an award is granted under these Rules.

(13) "Payment Date" means the first business day of January and July of each Compensation Year on which the Director's Retainer Fee Payment for serving as a Director is paid by the Corporation and the first business day of January of each Compensation Year on which the Director's Retainer Fee Payment for serving as the Lead Director of the Board or any committee of the Board is paid by the Corporation.

(14) "Plan" means the Corporation’s Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, as it may be amended from time to time.

(15) "Restricted Period" means the period of time an award is subject to restrictions as set forth in Section VII.

(16) "Restricted Stock Unit" means a stock unit granted under these Rules with a value equal to the value of a share and subject to restrictions on transfer and potential forfeiture during the applicable Restricted Period.

(17) “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any final Treasury Regulations and other Internal Revenue Service guidance thereunder, as each may be amended from time to time.

(18) “Separation of Service” means the termination of a participant’s service on the Board for any reason, including death or disability, other than for removal as provided in the Corporation’s Certificate of Incorporation. A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Board shall not be deemed a Separation of Service for the purposes of these Rules.

(19) "Share" means a share of common stock of the Corporation, $0.01 par value.

III. Administration

The Committee has ultimate authority to administer these Rules, including authority to grant or amend awards; to determine, subject to the limitations contained in these Rules, the terms and conditions of awards; and to construe and interpret provisions of these Rules. Subject to the oversight of the Board, the Administrator or its delegate has authority to establish procedures and forms, and to take other actions assigned to the Administrator under these Rules.

US-DOCS\80827973.3

Exhibit 10.3

IV. Effective Date; Term

These Rules have been approved by the Personnel and Compensation Committee of the Board and shall be effective as of the “Effective Date. These Rules shall terminate without further action upon the earlier of (a) the tenth anniversary of the effective date of the Plan, and (b) the first date upon which no shares of Common Stock remain available for issuance under these Rules.

V. Available Shares

(1) The shares to be offered under the Plan pursuant to these Rules shall consist of the Corporation’s authorized but unissued Shares or treasury shares that are available to be offered under the Plan and, subject to adjustment as provided in Section XI hereof, the aggregate amount of such stock which may be issued or subject to Restricted Stock Units issued hereunder shall not exceed 200,000 shares.

(2) If an award is forfeited, the shares subject to that award will not be considered to have been issued and will not count against the maximum under clause (1) of this Section.

VI. Grants of Awards; Eligibility

Subject to the terms and conditions of these Rules, the Committee may grant Restricted Stock Units on or after the Effective Date under these Rules at such times, in such amounts, and upon such terms and conditions as the Committee determines. The Committee may establish standing resolutions for this purpose. Awards under these Rules may only be made to a person who, at the time of grant, is serving as a Non-Employee Director.

VII. Restrictions on Transfer; Forfeiture

(1) Unless the Committee specifies otherwise in an award, the Restricted Period for an award under these Rules will commence on the date the award is granted and will expire on the earliest to occur of the following:

(a) one year from the date of grant of the award;

(b) upon the participant’s Separation of Service; or

(2)Awards may not be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered prior to the settlement of Awards as provided in Section X. The designation of a beneficiary pursuant to Section XII will not be considered a disposition or encumbrance for this purpose.

(3) If the participant ceases to be a member of the Board and the Restricted Period for the participant's awards does not expire as provided in paragraph (1) of this Section, all the participant's awards under these Rules will be forfeited and all right, title, and interest of the

US-DOCS\80827973.3

Exhibit 10.3

participant to receive any shares or amounts in connection with such awards will terminate without further obligation on the part of the Corporation.

VIII. Stockholder Status; Dividends and Dividend Equivalents

During the Restricted Period, a participant to whom Restricted Stock Units are credited will not be a stockholder of the Corporation with respect to such units. However, the Corporation will credit each Restricted Stock Unit with dividend equivalents corresponding in amount and timing to cash dividends that would be payable with respect to an outstanding share. Dividend equivalents will be paid currently or, if the Committee so determines with respect to any Awards granted in a subsequent Compensation Year, will be deemed to be reinvested in additional Restricted Stock Units.

IX. Form of Awards

During the Restricted Period, Restricted Stock Units will be evidenced by book-entry credits in records maintained by or on behalf of the Corporation. Restricted Stock Units will represent only an unfunded and unsecured contractual right to receive shares, if any, payable in settlement of the award.

X. Settlement of Awards

(1) Restricted Stock Units will be settled in shares. If and when the Restricted Period expires with respect to an award of Restricted Stock Units, the Corporation will, subject to Section XIV and the provisions of this Section X below, deliver one share free of restriction in settlement of each unit to or for the account of the participant, or the participant's estate, or designated beneficiary, if applicable, within thirty (30) days after the expiration of the Restricted Period, unless the participant has elected to defer the date of issuance as provided below.

(2) Subject to any conditions deemed appropriate from time to time by the Committee (including suspension of the right to elect deferrals or to make changes to any existing deferral election) and the provisions of this Section X below, a participant may elect to defer the date on which shares are issued to such participant under subsection X.(1) above using the form attached as Exhibit A (or any successor form approved by the Administrator). Any such election with respect to any Award must be made by, and may not be revoked after, December 31 of the Compensation Year before the Award is granted, provided, however, that in the case of a Non-Employee Director who first becomes eligible to receive an Award under these Rules, any such election must be made within thirty (30) days after the Non-Employee Director becomes eligible, and may not be revoked after such date.

(3) Shares will be delivered in certificate or book-entry form and cash (including dividends or dividend equivalents) will be paid by check, wire transfer, or direct deposit, in each case in accordance with the procedures of the Administrator or its delegate in effect at the time.

US-DOCS\80827973.3

Exhibit 10.3

(4) The issuance or delivery of any shares may be postponed by the Corporation for such period as may in the determination of the Administrator be required to comply with any applicable requirements under the federal securities laws (including, without limitation, the exemptions provided in Rule 16b-3 under the Securities Exchange Act of 1934), any applicable listing requirements of any national securities exchange, or any other requirements or exemptions applicable to the issuance or delivery of such shares. The Corporation will not be obligated to issue or deliver any shares if the issuance or delivery would constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

(5) Awards granted under these Rules constitute "nonqualified deferred compensation" which are intended to comply with the requirements of Section 409A. These Rules and all documents and agreements relating to Awards shall be interpreted and administered in accordance with Section 409A. Notwithstanding any provision of these Rules and any other documents and agreements relating to the Awards to the contrary, the Committee may adopt such amendments to these Rules and such other documents and agreements or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to comply with the requirements of Section 409A.

XI. Change in Capitalization; Adjustments

If a stock split, stock dividend, merger, or other relevant change in capitalization occurs, the Administrator will adjust the terms of outstanding awards, including the number of Restricted Stock Units credited to a participant's account or the securities issuable in settlement of such units, as well as the maximum number of shares issuable under Section V, as appropriate to prevent dilution or enlargement of the rights of Non-Employee Directors under these Rules. Any new shares or securities issued with respect to outstanding Restricted Stock Units will be delivered to and held by or on behalf of the Corporation, and will be subject to the same provisions, restrictions, and requirements as such Restricted Stock Unit.

XII. Beneficiary Designation

Participants may designate a beneficiary to whom shares under these Rules may be delivered or paid on the death of the participant, provided that such designation will only be given effect if the designation is expressly authorized as a non-testamentary transfer under applicable laws of descent and distribution as determined by the Administrator. Beneficiary designations will be subject to such forms, requirements, and procedures as the Administrator may establish.

XIII. Payment of Director’s Fees

The Director's Retainer Fee Payment shall be paid to each Non-Employee Director, as of each Payment Date, as set forth in these Rules and subject to such other payment policies and procedures as the Administrator or its delegate may establish from time to time.

US-DOCS\80827973.3

Exhibit 10.3

XIV. Withholding Taxes

The Corporation has the right, in its sole discretion, to deduct or withhold at any time shares or cash subject to or otherwise deliverable or payable in connection with an award (including cash payable as dividends or dividend equivalents) or any Director’s Retainer Fee Payment as may in the determination of the Administrator be necessary to satisfy any required withholding or similar taxes with respect to such awards. Withheld shares may be retained by the Corporation or sold on behalf of the participant.

XV. Amendments to the Rules

(1) The Board or Administrator may from time to time amend or cease granting awards under these Rules.

(2) An amendment of these Rules will, unless the amendment provides otherwise, be immediately and automatically effective for all outstanding awards.

(3) The Board or Administrator may amend any outstanding award under these Rules, provided the award, as amended, contains only such terms and conditions as would be permitted or required for a new award under these Rules.

XVI. General Provisions

(1) The Administrator or its delegate is authorized to establish forms of agreement between the Corporation and each participant to evidence awards under these Rules, and to require execution of such agreements as a condition to a participant's receipt of an award.

(2) The grant of an award under these Rules does not give a participant any right to remain a director of the Corporation.

(3) These Rules will be governed by the laws of the State of Delaware and the United States of America, without regard to any conflict of law rules.

US-DOCS\80827973.3

Exhibit 10.3

EXHIBIT A-1

TELEDYNE TECHNOLOGIES INCORPORATED

RESTRICTED STOCK UNIT
DEFERRAL ELECTION

FOR RSU AWARDS GRANTED IN
COMPENSATION YEAR [_______]

The following election constitutes an election by the undersigned (“you”) to defer payment of vested benefits and recognition of income pursuant to the Restricted Stock Unit Award (“RSU Award”) to be made to you by Teledyne Technologies Incorporated (“Company”) after the [___] Annual Meeting of Stockholders under the Company’s Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (the “Rules”). This Deferral Election must be entered into prior to and may not be revoked after [_________] with respect to your [_______] RSU Award. Capitalized terms used but not defined have the meanings set forth in the Rules.

You understand you are not obligated to make a Deferral Election in the manner offered on this Deferral Election form. If you do not make a Deferral Election on this form, subject to the terms of the Rules, the date on which the Shares subject to vested Restricted Stock Units will be issued to you within thirty (30) days after the earliest to occur of the following:

(a) one year from the date of grant of the RSU Award;

(b) upon your Separation of Service; or

If you make a Deferral Election on this form, the Shares underlying your vested RSUs will be distributed to you (or your heirs or estate) earlier than the date(s) you elect in the event of (1) your death prior the elected distribution date(s), or (2) a Change in Control.

By signing this Deferral Election form you agree to defer the date on which the Shares subject to your vested RSU Award will be issued to you so that the Shares underlying your vested RSU Award will be issued to you on the date of your Separation of Service.

Your Deferral Election shall become irrevocable as of the grant date of the RSU Award. The Company shall have sole discretion to revise the terms of this election form, or the procedures with respect to making this election or any election change, to the extent the Company deems it helpful or appropriate to comply with applicable law.

Acknowledged and Agreed:




Name of Director


Date

US-DOCS\80827973.3

Exhibit 10.3

EXHIBIT A-2

TELEDYNE TECHNOLOGIES INCORPORATED

RESTRICTED STOCK UNIT
DEFERRAL ELECTION (Indefinite Term)

FOR RSU AWARDS

The following election constitutes an election by the undersigned (“you”) to defer payment of vested benefits and recognition of income pursuant to Restricted Stock Unit Awards (“RSU Awards”) to be made to you by Teledyne Technologies Incorporated (“Company”) beginning with RSU Awards made after the ______ Annual Meeting of Stockholders under the Company’s Administrative Rules of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (the “Rules”). This Deferral Election must be entered into prior to and may not be revoked after December 31, _______ and will apply to all RSU Awards made to you beginning with your _ RSU Awards. Capitalized terms used but not defined have the meanings set forth in the Rules.

(a) one year from the date of grant of the RSU Award;

(b) upon your Separation of Service; or

By signing this Deferral Election form you agree to defer the date on which the Shares subject to your vested RSU Awards will be issued to you so that the Shares underlying your vested RSU Awards will be issued to you on the date of your Separation of Service.

Your Deferral Election shall become irrevocable with respect to the RSU Awards covered by this Deferral Election, except for such changes that are permitted by the Rules and Section 409A. The Company shall have sole discretion to revise the terms of this election form, or the procedures with respect to making this election or any election change, to the extent the Company deems it helpful or appropriate to comply with applicable law.

Acknowledged and Agreed:




Name of Director		Signature of Director


Date

US-DOCS\80827973.3