Exhibit 10.1

AMENDED AND RESTATED

TELEDYNE TECHNOLOGIES INCORPORATED

2014 INCENTIVE AWARD PLAN

ADMINISTRATIVE RULES FOR THE

RESTRICTED STOCK AWARD PROGRAM

    

Article I. Adoption and Purpose of the Program

1.01 Adoption. These rules are adopted by the Personnel and Compensation Committee of the Board of Directors pursuant to the authority reserved in Article 12 of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the “Plan”). The Plan is incorporated by reference in its entirety in these rules. Capitalized terms used but not defined in these rules shall have the same meanings as in the Plan. In the event of a conflict between the Plan and these rules, the provisions of the Plan shall control.

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

Article II. Definitions

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

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

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

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

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

2.05     Effective Date means April 26, 2017.

2.06     Fair Market Value means the average of the composite high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed Companies, over the twenty (20) business days on which a sale was reported that immediately precede the applicable date.

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

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

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

2.10     Plan means the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, as the same may be amended from time to time.

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

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

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

2.14     RSU means a Restricted Stock Unit of Common Stock awarded to a Participant subject to restrictions as described in Article VI of these rules, with one Restricted Stock Unit equal to one share of Common Stock.

Article III. Administration

The Program shall be administered by the Committee, which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the Program and its Participants. The Committee shall have the sole and absolute authority and discretion to interpret the Program, to modify these administrative rules for the Program, to approve, in accordance with Article V of these rules, the selection by the Company’s Chief Executive Officer of the persons who will be Participants hereunder, to impose such conditions and restrictions as it determines appropriate and to take such other actions and make such other determinations in connection with the Program as it may deem necessary or advisable.

Article IV. Common Stock Issuable under the Program

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

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

Article V. Participation

    Participants in the Program shall be those officers and key employees of the Company selected by the Chief Executive Officer and approved by the Committee, each in its sole discretion, as eligible to participate in the Program. The designation of a Participant with respect to any year shall not entitle that person to be designated as a Participant with respect to any other year. The Chief Executive Officer and the Committee shall consider such factors as each deems pertinent in selecting and approving Participants. The Committee shall promptly provide to each person designated as a Participant written notice of his or her designation.

Article VI. Restricted Stock and RSU

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

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

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

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

(c)     Restriction on Transferability. None of the Restricted Stock nor any RSU may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of prior to lapse or release of the restrictions applicable thereto.

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

    

6.02 Terms of Restricted Stock and RSU.

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

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

(b)     Restricted Period . Unless the Committee, in its discretion, provides otherwise in the applicable Award Agreement, the Restricted Period for any grant of Restricted Stock or RSUs shall extend from the Date of Grant to the third anniversary of the Date of Grant; provided, however, that, subject to the Committee’s discretion under Section 6.02(e), in no event shall the Restricted Period expire prior to the date that the Committee makes its determinations with respect to the Company’s attainment of the applicable Performance Goals as described in Section 6.02(c).

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

(d)     Death, Disability or Retirement Prior to Expiration of the Performance Cycle . Unless otherwise provided in the applicable Award Agreement, in the event of the termination of a Participant’s employment due to death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the applicable Performance Cycle, the Participant (or the Participant’s beneficiaries) shall continue to hold the Restricted Stock through the expiration of the applicable Performance Cycle. At that time, the restrictions shall lapse (or such RSU award shall vest) with respect to a portion of the Restricted Stock or RSUs equal to (i) the number of shares of Restricted Stock or number of RSUs that would not be subject to forfeiture or, in the case of RSUs, have vested under Section 6.02(a) or (c) had the Participant remained employed by the Company through the end of

the Performance Cycle multiplied by (ii) a fraction, the numerator of which is the number of full months during which the Participant was employed by the Company from the beginning of the applicable Performance Cycle through the date of the Participant’s termination of employment and the denominator of which is the total number of months in the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to the next whole share). Any remaining shares of Restricted Stock (or unvested RSUs) shall be forfeited as of the end of the applicable Performance Cycle. If all of the Participant’s Restricted Stock would be forfeited (or RSUs would be unvested) under Section 6.02(a) or (c), then all of the Participant’s Restricted Stock or RSUs shall be forfeited as of the end of the applicable Performance Cycle.

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

Article VII. Miscellaneous

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

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

7.03 Legends. All certificates for Common Stock delivered under the Program shall be subject to such transfer restrictions set forth in these rules and such other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates making appropriate references to those restrictions.

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

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT

[date of grant]

The parties to this Restricted Stock Award Agreement (this “Agreement”) are Teledyne Technologies Incorporated, a Delaware corporation (the “Company”), and ______________ (the “Executive”).

WITNESSETH:

WHEREAS, the Company has adopted the Teledyne Technologies Incorporated Restricted Stock Award Program (the “Program”) for the benefit of eligible employees of the Company and its subsidiaries;

WHEREAS, the terms and conditions of the Program are set forth in administrative rules (the “Rules”) adopted by the Personnel and Compensation Committee of the Board of Directors of the Company pursuant to the authority reserved in Article 12 of the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan (the “Plan”);

WHEREAS, the Executive has been designated as a participant under the Program who is eligible to receive a restricted stock grant; and

WHEREAS, to provide an incentive to the Executive to focus on long-term Company performance, the Company desires to grant shares of the Company’s Common Stock to the Executive subject to certain transfer and forfeiture restrictions set forth in this Agreement, as well as the provisions of the Program, which shall lapse upon the third anniversary of the date of this Agreement (the “Date of Grant”) and the attainment of certain Performance Goals (as defined in Paragraph 1.8(b)) for the Performance Cycle (as defined in Paragraph 1.8(a));

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.     RESTRICTED SHARES

1.1     Grant of Restricted Shares .

(a)    As of the Date of Grant, the Company grants to the Executive [ number of shares ] shares of Common Stock (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 1.2 of this Agreement, the terms and conditions of the Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement.

(b)    As soon as practicable after the Date of Grant, the Company shall direct that Restricted Shares be registered in the name of and issued to the Executive in the form of book entry shares. On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares.

(c)    The Restricted Shares in book entry shall bear the following legend (the “Program Legend”):

The ownership and transferability of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated, 1049 Camino Dos Rios, Thousand Oaks, CA 91360.

In addition, the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such Restricted Shares to make appropriate reference to such restrictions.

(d)    As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive in book entry form the Restricted Shares or, at the request of the Executive, a certificate or certificates for the applicable Restricted Shares, in either case which shall not bear the Program Legend.

1.2     Restrictions .

(a)    The Executive shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive any dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

(i) the Executive shall not be entitled to delivery of the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions;

(ii)  none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period

(other than by will or the laws of descent and distribution), except pursuant to rules adopted by the Committee in accordance with the Program;

(iii) all shares of Common Stock or cash distributed as a dividend or distribution, if any, with respect to the Restricted Shares prior to the expiration of the Restricted Period shall be delivered to and held by the Company and subject to the same restrictions as the Restricted Shares until the termination of the Restricted Period; and

(iv) all of the Restricted Shares (and cash dividends) shall be forfeited and returned to the Company and all rights of the Executive with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 1.4.

(b)    Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be null, void and ineffective.

1.3     Restricted Period and Lapse of Restrictions . Subject to the provisions contained in Paragraphs 1.4, 1.6 and 1.7, the restrictions set forth in Paragraph 1.2 shall apply for a period (the “Restricted Period”) beginning on the Date of Grant and ending on the third anniversary of the Date of Grant; provided, however, that, subject to the Committee’s discretion under Paragraph 1.7, in no event shall the Restricted Period expire prior to the date that the Committee makes its determinations with respect to the Company’s attainment of the applicable Performance Goals as described in Paragraph 1.4(a).

1.4     Forfeiture .

(a)    If, during the Restricted Period, the Restricted Shares have not been forfeited under Paragraph 1.4(b) as of the end of the Performance Cycle (as defined in Paragraph 1.8(b)), Restricted Shares shall be forfeited, on a proportionate basis as determined by the Committee and as provided below, to extent the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is less than 100% of the performance of the Russell 1000 Index for the Performance Cycle; provided, however, that all of the Restricted Shares shall be forfeited if the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is not at least 35% of the performance of the Russell 1000 Index for the Performance Cycle. If the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle is at least 35% of the performance of the Russell 1000 Index for the Performance Cycle, a portion of the Restricted Shares shall be forfeited that is equal to (i) the aggregate number of Restricted Shares reduced by (ii) the quotient of the aggregate number of Restricted Shares multiplied by the TDY Stock Price-Russell 1000 Percentage (as defined in Paragraph 1.8(c)) (but not more than 100%) (any fractional share resulting from this clause (ii) calculation shall be rounded up to the next whole share). Except as provided in Paragraph 1.4(c), any Restricted Shares which are not forfeited under this Paragraph

1.4(a) shall continue to be subject to the restrictions set forth in Paragraph 1.2 for the remainder of the Restricted Period.

(b)    Subject to Section 6.02(e) of the Rules, if during the applicable Restricted Period (i) the Executive’s employment with the Company and its subsidiaries terminates for any reason except as otherwise provided in Paragraph 1.4(c), (ii) there occurs a material breach of this Agreement by the Executive or (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.5(b), all rights of the Executive to the Restricted Shares shall terminate immediately and be forfeited in their entirety.

(c)    If, during the Restricted Period, the Executive’s employment terminates due to his or her death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Shares through the expiration of the Performance Cycle. At that time, the restrictions shall lapse with respect to a portion of the Restricted Shares equal to (i) the number of Restricted Shares that would not be subject to forfeiture under Paragraph 1.4(a) had the Executive remained employed by the Company through the end of the Performance Cycle multiplied by (ii) a fraction, the numerator of which is the number of full months during which the Executive was employed by the Company from the beginning of the Performance Cycle until the date of the Executive’s termination of employment and the denominator of which is the total number of months in the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to the next whole share). Any remaining Restricted Shares shall be forfeited as of the end of the Performance Cycle. If all of the Restricted Shares would have been forfeited under Paragraph 1.4(a), then all of the Restricted Shares shall be forfeited under this Paragraph 1.4(c) as of the end of the Performance Cycle.

(d)    In the event of any forfeiture under this Paragraph 1.4, the forfeited Restricted Shares shall be cancelled to the extent of any Restricted Shares that were forfeited.

1.5     Withholding .

(a)    The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Executive with respect to the Restricted Shares.

(b)    If the Executive timely files an election under Section 83(b) of the Internal Revenue Code and in accordance with Treasury Regulation Section 1.83-2 with respect to the Restricted Shares, the Executive shall meet the applicable tax withholding obligation by paying the appropriate amount in cash to the Company. If the Executive fails to meet this tax withholding obligation to the satisfaction of the Company on or before the date the Executive files his or her election under Section 83(b), all rights of the Executive to the Restricted Shares shall forthwith terminate and be forfeited in their entirety.

(c)    If the Executive does not file an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Shares, the Executive shall meet the

applicable tax withholding obligation by paying the appropriate amount in cash to the Company or, with the approval of the Committee, by either (i) having the Company retain a number of Restricted Shares having a Fair Market Value (as defined in the Plan) as of the date of such retention, or (ii) delivering to the Company a number of previously acquired shares of Common Stock (other than shares of Common Stock credited to the Executive’s account under a Company sponsored defined contribution plan or shares of Common Stock subject to outstanding, but unexercised stock options) having a Fair Market Value (as defined in the Plan) determined as of the business day preceding the date of delivery to the Company, equal to the amount of such withholding obligation. If the Executive fails to meet this tax withholding obligation to the satisfaction of the Company, the withholding obligation shall be met as described in clause (i) above.

(d)    The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of shares of Common Stock to satisfy tax withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of the Executive’s transactions under the Program with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such Rule is applicable to transactions by the Executive.

1.6     Change in Control . Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control of the Company during the Restricted Period, all of the Restricted Shares (not otherwise forfeited prior to the Change in Control) shall vest and the applicable restrictions shall lapse immediately.

1.7     Committee’s Discretion . Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under Section 6.02(e) of the Rules to adjust the Performance Cycle or waive the Restricted Period or any other restrictions or conditions with respect to all or a portion of the Restricted Shares at any time.

1.8     Defined Terms . Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Program or the Plan, as the case may be. Except as expressly elsewhere in this Agreement, for purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

(a)    “Fair Market Value” for the purposes of Paragraph 1.8(e) of this Agreement means, on any date, the average of the high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for the New York Stock Exchange Listed Companies on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported.

(b)    “Performance Cycle” shall specifically refer to the period commencing January 1, [year of grant] through December 31, [year of grant + 2 years], including any adjustments to such Cycle made by the Committee.

(c)    “Performance Goals” shall refer to the goal of the Company’s aggregate return to shareholders, as measured by its Common Stock price, being equal to or exceeding the performance of the Russell 1000 Index during the Performance Cycle.

(d)    “Russell 1000 Index Performance” means the quotient of (i) the Russell 1000 Index at December 31, [year of grant + 2 years] divided by (ii) the Russell 1000 Index at January 1, [year of grant].

(e)    “TDY Stock Price Performance” shall the quotient of (i) the Fair Market Value of a share of the Company’s Common Stock at December 31, [year of grant + 2 years] is divided by (ii) the Fair Market Value of a share of the Company’s Common Stock at January 1, [year of grant].

(f)    “TDY Stock Price-Russell 1000 Index Percentage” shall mean the quotient of (i) the TDY Stock Price Performance divided by (ii) the Russell 1000 Index Performance.

2.     REPRESENTATION OF THE EXECUTIVE

The Executive hereby represents to the Company that the Executive has read and fully understands the provisions of this Agreement and the Program and his or her decision to participate in the Program is completely voluntary.

3.     NOTICES

All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company:

Teledyne Technologies Incorporated

1049 Camino Dos Rios

Thousand Oaks, CA 91360

Attention: Senior Vice President, General Counsel, Chief Compliance Officer             and Secretary

        

            

To the Executive:

        

[ name and address of Executive ]

        

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested) or (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual date of receipt shall determine the time at which notice was given.

This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

5.     ENTIRE AGREEMENT; AMENDMENT; TERMINATION

This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The provisions of the Plan and the Rules are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan or the Rules, the provisions of the Plan or the Rules, as the case may be, shall control. The Agreement may be amended at any time by written agreement of the parties hereto; provided, however, that the Committee shall have the authority to amend this Agreement in any respect that it deems appropriate in its sole discretion.

This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws.

If, for any reason, any provision of this Agreement is held to be prohibited or invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, but such provision shall be deemed amended to accomplish the objectives of such provision as originally written to the fullest extent permitted by law, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

This Agreement shall not confer upon the Executive any right with respect to continuance of employment by the Company or its subsidiaries or continuance of participation under the Program, nor shall it interfere in any way with the right of the Company and its subsidiaries to terminate the Executive’s employment at any time. Income realized by the Executive pursuant to this Agreement shall not be included in the determination of benefits under any benefit plan of the Company in which the Executive may be enrolled or for which the Executive may become eligible unless otherwise specifically determined by resolution of the Board. Participation in the Program during the Performance Cycle or Restricted Period shall not

entitle the Executive to participate in the Program during any other Performance Cycle or Restricted Period.

No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Program, this Agreement or any rule or procedure established by the Committee.

10.     USE OF THE WORD “EXECUTIVE”

Wherever the word “Executive” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Shares may be transferred by will or the laws of descent and distribution, the word “Executive” shall be deemed to include such person or persons.

11.     FURTHER ASSURANCES

The Executive agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued as a dividend or distribution on Restricted Shares) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Program.

12.     CLAWBACK POLICY

The Restricted Shares shall be subject to the provisions of any claw-back policy implemented by the Company, as contemplated by the Plan, including, without limitation, the Executive Compensation Recoupment (Clawback) Policy adopted on February 25, 2014 or any successor policy

IN WITNESS WHEREOF, the parties have duly executed this Agreement, as of the day and year first above written.

TELEDYNE TECHNOLOGIES INCORPORATED

    

EXECUTIVE

Exhibit 10.3

TELEDYNE TECHNOLOGIES INCORPORATED

STOCK OPTION AGREEMENT

[date of grant]

Teledyne Technologies Incorporated (the "Company") and the stock option recipient named below (the “Optionee”) enter into this Stock Option Agreement effective as of [date of grant].

Optionee : «First_Name» «Last_Name»

WHEREAS, the Company desires to induce Optionee to remain a key employee of the Company by granting the stock option evidenced by this Stock Option Agreement to the Optionee pursuant to the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, as the same may be amended from time to time (the “Plan”) and Optionee, having read and understood this Stock Option Agreement and the attached Terms and Conditions of Stock Option Grant incorporated herein by reference, is willing to enter into this Stock Option Agreement.

NOW THEREFORE, in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties hereto agree as follows:

Subject to the Plan and the Terms and Conditions of Stock Option Grant attached hereto and incorporated herein by reference, by which the Optionee agrees to be bound, the Company grants to Optionee the right and option to purchase shares of Common Stock as follows:

    

IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement effective the day and year first above written.

These Terms and Conditions apply to Stock Options granted on [date of grant], under the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan.

[date of grant]

SECTION 1:     Definitions    

Capitalized words used but not defined in below or elsewhere in these Terms and Conditions shall have the meanings ascribed to them in the Plan.

Committee—Personnel and Compensation Committee of the Board of Directors of the Company.

Common Stock or Shares —common stock, $0.01 par value per share, of the Company.

Company—Teledyne Technologies Incorporated and its successors.

Disability—disability of the Optionee, as determined by the Committee in its sole and absolute discretion.

Fair Market Value—the closing price of a share of Common Stock on the New York Stock Exchange on the relevant date or, if the relevant date is not a trading day or no shares of Common Stock were traded on such date, on the next preceding date on which shares of Common Stock were traded on the New York Stock Exchange.

Option Period—period of time beginning on [date of grant] and ending on [ten years from date of grant] (if not before pursuant to these Terms and Conditions), inclusive of such dates.

Option Shares—shares of Common Stock that may be acquired on the exercise of Stock Options.

Plan— refers to the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, as the same may be amended from time to time.

Retirement—shall mean early or normal retirement under a pension plan or arrangement of the Company or one of its Subsidiaries in which the Optionee participates. For purposes of the Plan, the Committee interprets retirement to mean termination of employment with the Company or one of its Subsidiaries after the Optionee attains the age of 55.

Stock Options—nonqualified stock options to purchase shares of Common Stock evidenced by the Stock Option Agreement. The Stock Options are not intended to be incentive stock options within the meaning of Section 422 of the Internal Revenue Code.

Stock Option Agreement—the agreement between the Company and Optionee evidencing the grant of Stock Options pursuant to one of the Plans and Optionee’s acceptance of Stock Options on the Terms and Conditions set forth herein.

Subsidiary—direct or indirect subsidiary of the Company within the meaning of Section 424(f) of the Internal Revenue Code.

Termination of Employment—voluntary or involuntary termination of the Optionee’s employment with the Company or a Subsidiary for any reason, including death, Disability, Retirement or as the result of the divestiture of the Optionee’s employer or similar transaction in which the Optionee’s employer ceases to be the Company or one of its Subsidiaries.

SECTION 2: Vesting    

    

2.1    The Stock Options shall become exercisable cumulatively in accordance with the vesting schedule set forth in the Stock Option Agreement (rounded down to the nearest whole share). On the death of the Optionee, all Stock Options shall become immediately and fully exercisable. Vesting of the Stock Options will be accelerated in

full on a Change of Control in accordance with the provisions of the Plan and Section 5 hereof.

2.2    The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable at any time after the date of grant, to vest the Stock Options, in whole or in part, prior to the time the Stock Options would otherwise vest under the terms of the Stock Option Agreement. The Committee is not obligated to exercise its discretion in any particular circumstance and is not obligated to make the same or similar determinations with respect to similarly situated participants in the Plan.

SECTION 3: Exercise and Withholding    

3.1     The Optionee shall exercise the Stock Options through Computershare either by contacting a customer service representative via telephone at (866) 867-6515, or via the internet, located on the Web at https://www.computershare.com/employee/

u s. The Company reserves the right to change the means of exercising options or the option administration at any time. The Optionee shall pay the full exercise price by: (a) delivering funds to Computershare in the form of cash or a check payable to the “Teledyne ESOP”; (b) delivering to Computershare one or more certificates for shares of Common Stock, together with a stock power executed in blank, having a Fair Market Value equal to the exercise price for the Stock Options being exercised; (c) delivering a combination of cash and Common Stock; or (d) at the Company’s discretion and subject to certain conditions, delivering payment to Computershare in accordance with a “cashless exercise” or “same-day sale” exercise program. Shares of Common Stock delivered or withheld in payment of the exercise price of the Stock

Options shall be valued at their Fair Market Value on the date of exercise.

    

3.2     Computershare, on behalf of the Company, shall be entitled to withhold (or secure payment from the Optionee in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any Option Shares under rules prescribed by the Committee. The Company may defer issuance of shares of Common Stock upon exercise unless indemnified to its satisfaction with respect to any such tax. The amount of such withholding or tax payment shall be determined by the Committee or its designee. At the Company’s discretion, the Optionee shall have the right to elect to meet the Optionee’s withholding requirement (a) by having withheld from the shares issuable upon the exercise of the Stock Options at the appropriate time that number of shares of Common Stock, rounded up to the next whole share, whose Fair Market Value is equal to the minimum amount of withholding taxes due, (b) by direct payment to Computershare of the amount of any taxes required to be withheld with respect to such exercise, or (c) by a combination of shares and cash. Regardless of any action the Company or Optionee’s employer (“Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to Optionee’s participation in the Plan and leally applicable to Optionee (“Tax-Related Items”), Optionee acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by Optionee is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Optionee further acknowledges that the Company and/or the Employer (a) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including the grant, vesting, or exercise of the Option, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Option or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items, or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

No payment will be made to Optionee (or his or her estate or beneficiary) for an Option unless and until satisfactory arrangements (as determined by the Company) have been made by Optionee with respect to the payment of any Tax-Related Items obligations of the Company and/or the Employer with respect to the Option. In this regard, Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization); or (iii) withholding in Shares to be issued upon exercise of the Option; or (iv) surrendering already-owned Shares having a Fair Market Value equal to the Tax-Related Items that have been held for such period of time to avoid adverse accounting consequences.

If the obligation for Tax-Related Items is satisfied by withholding Shares, the Optionee is deemed to have been issued the full number of Shares purchased for tax purposes, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the Optionee’s participation in the Plan. Optionee shall pay to the Company or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of Optionee’s participation in the Plan that cannot be satisfied by one or more of the means previously described in this section. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

If the Optionee is a statutory insider of the Company for the purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may impose such limitations and restrictions as it deems necessary or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.    

3.3     As soon as practicable after each exercise of Stock Options and compliance by the Optionee with all applicable conditions, including, but not limited to, the satisfaction of all withholding obligations, the Company will mail or cause to be delivered or electronically transmitted to the Optionee, at the address specified by the Optionee in writing, the number of shares of Common Stock which the Optionee shall be entitled to receive (subject to reduction for withholding, if any, as provided in Section 3.2) upon such exercise under the provisions of the Stock Option Agreement. Such shares, and any certificates issued to evidence such shares, shall be registered in the name of the Optionee or such other person or entity as the Optionee shall specify at the time such Stock Options are exercised.

3.4    The exercise of Stock Options is subject to the Company’s Insider Trading Policy.

SECTION 4: Termination of Employment    

4.1    In the event of Termination of Employment of the Optionee other than by reason of death, Disability, or Retirement, the right of the Optionee to exercise the Stock Options that the Optionee was entitled to exercise upon Termination of Employment shall terminate on the 30th day (or, if such day is not a business day, the next business day) after the date of such Termination of Employment, but in no event may such Stock Options be exercised after the expiration of the Option Period. To the extent the right to exercise all or any of the Stock Options has not vested as of the date of Termination of Employment, such right shall expire on the date of Termination of Employment.

4.2     In the event of an Optionee's Termination of Employment by reason of Disability, the Stock Options shall continue to vest in accordance with the schedule set forth in the Stock Option Agreement and the right of the Optionee to exercise the Stock Options shall continue, but in no event may such Stock Options be exercised after the expiration of the Option Period.

4.3    In the event of an Optionee’s Termination of Employment by reason of Retirement, the right of the Optionee to exercise the vested Stock Options shall continue, but in no event may such vested Stock Options be exercised after the expiration of the Option Period. Any unvested Stock Options are forfeited upon Retirement.

4.4     In the event of the death of the Optionee, all outstanding Stock Options shall vest in full and the right of the Optionee’s beneficiary (as defined in the Plan) to exercise the Stock Options shall terminate upon the expiration of twelve months from the date of the Optionee’s death, but in no event may such Stock Options be exercised after the expiration of the Option Period.

4.5     In the event of Termination of Employment, the Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable on or any time after the date of grant of the Stock Options, to permit the Stock Options to be exercised, in whole or in part, after the expiration date described in Section 4.1 or Section 4.4, but not after the expiration of the Option Period.

SECTION 5: Miscellaneous    

5.1     The number and kind of Option Shares issuable upon the exercise of the Stock Options and the exercise price for such shares shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the shares issuable upon the exercise of the Stock Options as set forth in the Plan. In the event of a Change in Control (as defined in the Plan), each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Committee may cause any or all of such Options to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture restrictions on any or all of such Options to lapse. If an Option is exercisable in lieu of assumption or substitution in the event of a Change in Control, the Committee shall notify the Optionee that the Option shall be fully exercisable beginning prior to the Change in Control contingent on the occurrence of the Change in Control, and the Option shall terminate on the Change in Control. An Option shall be considered assumed if, following the Change in Control, the Option confers the right to purchase or receive, for each share of Common Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided , however , that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Stock subject to an Option, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

5.2     Whenever the word "Optionee" is used in any provision of the Stock Option Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Stock Options may be transferred by will or by the laws of descent and distribution or pursuant to Section 5.3 hereof, the word "Optionee" shall be deemed to include such person or persons.

5.3     The Stock Options granted hereunder are not transferable by the Optionee otherwise than by will or the laws of descent and distribution and are exercisable during the Optionee's lifetime only by the Optionee. Except as provided in this paragraph, no assignment or transfer of the Stock Options granted hereunder, or of the rights represented thereby, whether voluntary or involuntary, by the operation of law or otherwise (except by will or the laws of descent and distribution) shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any such assignment or transfer the Stock Options shall terminate and become of no further effect.

5.4     The Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which the Stock Options evidenced hereby shall not have been exercised, as herein provided, until such shares have been issued to Optionee by the Company hereunder.

5.5     The existence of the Stock Options shall not affect in any way the right or the power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

5.6     Notwithstanding any other provision hereof, the Optionee hereby agrees that the Optionee will not exercise the Stock Options, and that the Company will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Company shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as in the same shall be in effect from time to time) or to take any other affirmative action in order to cause the exercise of the Stock Options or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority.

5.7    The Optionee shall deliver to the Committee, upon demand by the Committee, at the time of delivery of Option Shares acquired pursuant to Stock Options evidenced hereby, a written representation that the shares to be acquired are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to delivery of any such shares shall be a condition precedent to the right of Optionee to receive any shares. All certificates for Option Shares delivered under the Plan shall be subject to such restrictions as the Committee may deem advisable under any applicable federal or state securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates making appropriate reference to such restrictions.

5.8     No amounts of income received by an Optionee pursuant to the Stock Option Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or any of its affiliates, unless otherwise expressly provided in such plan.

5.9     Nothing in the Plan or in the Stock Option Agreement shall confer upon the Optionee the right to continue in the employ of the Company or any Subsidiary or affect any right that the Company or a Subsidiary may have to terminate the employment of the Optionee.

5.10     The Board may at any time terminate the Plan or any part thereof and may, from time to time, amend the Plan as it may deem advisable; provided, however, the termination or amendment of the Plan shall not, without the consent of the Optionee, adversely affect the Optionee's rights under the Stock Option Agreement.

5.11    Every notice or other communication relating to the Stock Option Agreement shall be in writing and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by the party in a notice mailed or delivered to the other party as herein provided; provided however, that unless and until some other address be so designated, all notices or communications by Optionee to the Company shall be mailed, faxed or delivered to Company at its executive offices directed to the attention of Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, or his designee, and all notices or communications by the Company to the Optionee may be given to the Optionee personally or may be mailed or delivered to the Optionee at the address printed by the Optionee on the Stock Option Agreement unless the Optionee, in writing, provides the Company with a different address.

    5.12     Nothing in the Stock Option Agreement, these Terms and Conditions or otherwise shall obligate the Committee to vest any of the Stock Options, or to permit the Stock Options to be exercised other than in accordance with the terms hereof or to grant any waivers of the terms of the Stock Option Agreement, regardless of what actions the Company, the Board or the Committee may take or waivers the Company, the Board or the Committee may grant under the terms of or with respect to any stock options now or hereafter granted to the Optionee or any other person.

5.13     The terms of the Plan shall govern the Stock Option Agreement and the Stock Options. In the event any provisions of the Stock Option Agreement or the Stock Options shall conflict with any term in the Plan as constituted on the date of the Stock Option Agreement, the term in the Plan as constituted on the date of the Stock Option Agreement shall control. Except as set forth in the Plan, the terms of the Stock Options may not be changed so as to materially decrease the value of the Stock Options without the express approval of the Optionee. The Stock Option, Option Shares and any proceeds therefrom shall be subject to the provisions of any claw-back policy implemented by the Company, as contemplated by the Plan, including, without limitation, the Executive Compensation Recoupment (Clawback) Policy adopted on February 25, 2014 or any successor policy.

5.14     No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of the Stock Option Agreement, including these Terms and Conditions, or the Stock Options or any rule or procedure established by the Committee.

5.15    Wherever possible, the Stock Option Agreement, including these Terms and Conditions, and the Stock Options shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of thereof shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the Stock Option Agreement, including these Terms and Conditions, and the Stock Options shall remain in full force and effect.

5.16     The Stock Option Agreement shall be governed by the laws of the State of Delaware applicable to agreements made and performed wholly within the State of Delaware (regardless of the laws that might otherwise govern under applicable conflicts of law principles).

5.17     The Stock Option Agreement, including these Terms and Conditions, sets forth a complete understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings with respect thereto. Except as expressly set forth in the Stock Option Agreement, the Company makes no representations, warranties or covenants with the Optionee with respect to the Stock Option Agreement or its subject matter, including with respect to the current or future value of the shares subject to the Stock Options. Any modification, amendment or waiver to the Stock Option Agreement will be effective only if it is in writing signed by the Company and the Optionee. The failure of any party to enforce at any time any provision of the Stock Option Agreement shall not be construed to be a waiver of that or any other provision of the Stock Option Agreement.

5.18    The Stock Option Agreement may be executed by the Company by facsimile signature. The Stock Options will be subject to these terms and conditions and the Plan whether or not this Stock Option Agreement is executed by you or the Company.

5.19    The Company may, in its sole discretion, decide to deliver any documents related to Options awarded under the Plan or future options that may be awarded under the Plan by electronic means or request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Exhibit 10.4

Teledyne Technologies Incorporated

Performance Share Plan

(under the Amended and Restated 2014 Incentive Award Plan)

                        

Summary Plan Description

January 23, 2018

This document constitutes part of a Prospectus covering securities registered under the Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Plan Concept

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

Three-year aggregate operating profit

Three-year aggregate revenue

Three-year aggregate return to shareholders

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

Eligibility and Participation

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

Calculation of Targeted Performance Share Award

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

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

In the event there are insufficient shares available for issuance under the Company’s equity incentive plans, payments may be made in cash in lieu of shares.

Fractional shares will be rounded to the nearest whole share.

Performance Period

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

Performance Measurement

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

• Three-Year Aggregate Operating Profit – 40%

• Three-Year Aggregate Revenue – 30%

• Three-Year Aggregate Return to Shareholders – 30%

The Russell 1000 Index, in which Teledyne Technologies is included, will be used as the benchmark for return to shareholders.

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

Clawback Policy

This PSP Award is subject to the provisions of any claw-back policy implemented by Teledyne, as contemplated by the Amended and Restated Teledyne Technologies Incorproated 2014 Incentive Award Plan, including, without limitation, the Executive Compensation Recoupment (Clawback) Policy adopted on February 25, 2014 or any successor policy.

Non-Transferability

Performance Share Awards are non-transferable.

Form of Payment

Payments from the Performance Share Plan will be in the form of cash and shares of Teledyne common stock (to the extent available under Teledyne’s stockholder approved equity award plans), with the payout taking the same form as the denomination of the award at the beginning of the Performance Period. Payments will be made over a three-year period and as soon as

practicable following the approval of the award amounts by the Personnel and Compensation Committee.

Termination of Employment

If a Participant terminates employment because of retirement or disability, such Participant’s PSP participation will be prorated based on the number of full months of employment, divided by 36. Awards will be paid at the same time as Awards are paid to active Participants. Whether the termination was because of retirement or disability will be determined by the Company in its sole discretion.

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

Change of Control

In the event of a change in control, a Participant’s performance share plan participation will be pro-rated based on the number of full months of employment during the cycle, divided by 36. On a change in control, awards are paid thirty days following the change in control event.

Tax Consequences

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

The Company is required to withhold applicable taxes at the time it makes any installment payment. The Company may require that Participants pay a sufficient amount to the Company at that time to permit the Company to satisfy its tax withholding obligations or the Company may permit the Participant to elect to pay taxes due with respect to an installment payment with awarded shares, awarded cash or a combination thereof.

Additional Information

WHERE YOU CAN FIND MORE INFORMATION

As required by the SEC, the Company has filed Registration Statements on Form S-8 relating to the Amended and Restated 2014 Incentive Award Plan. The Registration Statements

incorporate by reference certain other documents that the Company files with the SEC. Those documents are also incorporated by reference into the prospectus relating to the Incentive Plan that meet the requirements of Section 10(a) of the Securities Act of 1933, as amended. This Information Statement is a part of the Section 10(a) prospectus. This means that the Company can disclose important information to you by referring you to the documents incorporated by reference. The information incorporated by reference is an important part of the Section 10(a) prospectus, and information that the Company files later with the SEC will automatically update and supersede this information. This information from time to time includes statements about the risks and challenges that the Company faces, including the risks associated with an investment in the Common Stock.

By writing or telephoning the Office of the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of the Company, you may request a free copy of:

You should direct your request to:

Melanie S. Cibik

Senior Vice President, General Counsel, Chief Compliance Officer

and Secretary

Teledyne Technologies Incorporated

1049 Camino Dos Rios

Thousand Oaks, CA 91360

Telephone: 805-373-4605

Facsimile: 805-373-4610

Or

S. Paul Sassalos

Associate General Counsel and Assistant Secretary

Teledyne Technologies Incorporated

1049 Camino Dos Rios

Thousand Oaks, CA 91360

Telephone: 805-373-4604

Facsimile: 805-373-4610