Exhibit 10.1

TELEDYNE TECHNOLOGIES INCORPORATED

EXECUTIVE DEFERRED COMPENSATION PLAN

As effective as of November 29, 1999 as

Amended and Restated as of December 31, 2014.

1           Purpose . The Teledyne Technologies Incorporated Executive Deferred Compensation Plan, formerly known as the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan which in turn was the successor to the Teledyne, Inc. Executive Deferred Compensation Plan, is an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Effective for benefits accrued after December 31, 2004, the Plan was amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by (i) grandfathering all benefits accrued prior to January 1, 2005 under the rules in effect under the Plan prior to the 2004 amendment and restatement and (ii) complying the election and repayment provisions for benefits accrued on or after January 1, 2005 to comply with Section 409A of the Code. The Plan was restated effective December 31, 2014, to include amendments made since the 2004 restatement.

2           Definitions .

2.1       “Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with (1) the portion of the Participant’s Salary that he elects to defer, (2) the portion of the Participant’s Bonus that he elects to defer, (3) portions of the Participant’s account balance under the Prior Plan and (4) earnings on such amounts. Effective for benefits accrued on and after January 1, 2005, the Administrator shall keep separate subaccounts for benefits accrued prior to January 1, 2005 and benefits accrued on and after January 1, 2005.

2.2       “Beneficiary” shall mean the Participant’s Spouse or, if the Participant has no Spouse or the Spouse consents in writing in the presence of a notary public, the person or persons, trustee, or other legal entity or entities last designated by the Participant on a form approved for such purpose to receive the benefits specified hereunder in the event of the Participant’s death. If the Participant has not designated a beneficiary or if no person designated as a beneficiary survives the Participant, the payment of the Participant’s benefits under this Plan following his or her death shall be made (a) to the Participant’s Spouse, if living, (b) if his or her Spouse is not then living, to his or her then living issue by right of representation, (c) if neither his or her Spouse nor his or her issue are then living, to his or her then living parents, or (d) if none of the above are then living, to his or her estate. Notwithstanding the foregoing, the Beneficiary of an Insured Participant under the Plan must be the same as the beneficiary designated with respect to the benefit provided under Article 8 hereof.

2.3       “Bonus” shall mean the award or awards payable (i) under the Teledyne Technologies Incorporated Annual Incentive Plan (or the comparable annual incentive plan of a subsidiary, if applicable, and any predecessor or successor program to any such annual incentive plan) or (ii) as a special bonus under a written employment agreement between the Company or a subsidiary and a Participant.

2.4       “Code” shall mean the Internal Revenue Code of 1986, as amended.

2.5       “Committee” shall mean the administrative committee appointed pursuant to Section 9.1 of the Plan. If no Committee has been appointed or is not then serving, the “Committee” shall mean the Vice President.

2.6       “Company” shall mean Teledyne Technologies Incorporated, a Delaware corporation, and any corporation which is a member of a controlled group of corporations that includes the Corporation (within the meaning of Code Section 414(c)) of the Code, unless the context requires otherwise.

2.7       “Compensation” shall mean the annual Salary and Bonus paid by the Company to a Participant.

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

2.9       “Effective Date” shall mean November 29, 1999, and as amended and restated December 31, 2014.

2.10     “Eligible Employee” shall mean an employee of the Company who received Compensation during the preceding Plan Year at least equal to $100,000.

2.11     “Fund” or “Funds” shall mean one or more of the mutual funds, investment portfolios or contracts selected by the Committee pursuant to Section 4.6.

2.12     “Initial Election Period” shall mean the first thirty days after the 10 ^th day of the month next following the date of hire.

2.13     “Insurable Participant” shall mean a Participant who satisfies underwriting standards for the issuance of life insurance determined by the insurance company selected by the Company to provide the pre-distribution death benefit described in Article 8.

2.14     “Insured Participant” shall mean an Insurable Participant upon whose life an insurance policy has been issued to the extent provided in Section 8.1.

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

2.16     “Participant” shall mean any Eligible Employee who has a balance in his or her Account.

2.17     “Payment Date” shall mean the date by which a lump sum payment shall be made or the date by which installment payments shall commence. Unless otherwise specified, the Payment Date shall be the end of the quarter commencing after the event triggering the payout occurs. Subsequent installments shall be quarterly. A Participant may elect to have his or her benefit accrued before January 1, 2005 as soon as administratively feasible after the triggering event. For benefits accrued on or after January 1, 2005, benefits payable due to Separation from Service or Retirement shall be paid after the 180 ^th day following the applicable event but no later than the later of (i) the last day of the calendar year in which the 180 ^th day following the applicable event occurs or (ii) the 15 ^th day of the third month following the 180 ^th day after the applicable event. The Payment Date of a Scheduled Distribution shall be January of the Plan Year in which the distribution is scheduled to commence. The distributions will be paid as soon as administratively feasible following the Payment Date but no later than the later of (i) the last day of the calendar year in which the Payment Date occurs or (ii) the 15 ^th day of the third month after the Payment Date. Notwithstanding the foregoing, the Payment Date shall not be before the earliest date on which benefits may be distributed under Code Section 409A without violation of the provisions thereof as reasonably determined by the Committee.

2.18     “Plan” shall mean the Teledyne Technologies Incorporated Executive Deferred Compensation Plan as set forth herein, or as amended from time to time. The Plan was formerly known as the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan which in turn was the successor plan to the Teledyne, Inc. Executive Deferred Compensation Plan.

2.19     “Plan Year” shall mean the calendar year.

2.20     “Prior Plan” shall mean the nonqualified plan or arrangement maintained by the Company for deferral of bonuses prior to the Effective Date.

2.21     “Retirement” shall mean a Participant’s Separation from Service at or after attaining his or her 55 ^th birthday.

2.22     “Salary” shall mean the sum of the base rate of annual pay that an employee is entitled to receive for services rendered to the Company as in effect during a Plan Year and any commissions earned.

2.23     “Scheduled Distribution Date” or “SDD” shall mean the date selected by an Eligible Employee for a scheduled in-service distribution on his or her election form with respect to compensation deferred for a given Plan Year in the manner of distribution elected by the Participant on his or her election form filed at the time the compensation is deferred or, if the Participant dies or has a Separation from Service prior to the SDD, the Participant or Beneficiary, if applicable shall receive the distribution at a time determined as a Termination Distribution under Section 7.1.2.

2.24     “Scheduled Distribution” shall mean a type of distribution for which a Scheduled Distribution Date (or, as alternately defined, SDD) has been elected.

2.25     “Separation from Service” shall mean a separation from Service as defined in Section 409A of the Code, including an employee’s death, Disability or Retirement or other termination of employment without reasonable anticipation of providing services to the Corporation thereafter. A Participant receiving benefits under the Company’s short-term disability plan or on an approved leave of absence shall not be deemed to have been terminated employment (Separation from Service on or after January 1, 2005) for purposes of the Plan. For benefits accrued on or after January 1, 2005, the payment shall be deferred by six months from Separation from Service for all Participants.

2.26     “Spouse” shall mean, effective for purposes of determining rights under this Plan on and after September 16, 2013, the individual to whom a Participant is married under the laws of the state in which the marriage was entered into or contracted, even if such marriage was entered into or contracted before September 16, 2013, and even if, at a relevant time under this Plan, the Participant is not domiciled in the state in which the marriage was entered into or contracted. For purposes of the foregoing sentence, the term “state” shall include (i) any state, possession or territory of the United States or (ii) any country. The foregoing language is intended to be interpreted to be consistent with Revenue Procedure 2013-17. The Committee shall have the right to request from a Participant such evidence of the existence of such marriage as the Committee shall deem necessary or appropriate for the proper administration of the Plan.

2.27     “Unforeseen Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant which would result in severe financial hardship to the Participant and which itself results from, as such events shall be determined in the discretion of the Committee or its delegate:

(a) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant;

(b) a loss of the Participant’s property due to casualty; or

(c) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

2.28     “Vice President” shall mean the individual serving as the Vice President of Administration and Human Resources of the Company at a particular time or the equivalent position or title or such other person or title as the Committee may from time to time designate.

3           Participation . No Eligible Employee shall become a Participant in this Plan unless or until he or she properly enrolls in the Plan in a manner that specifies his or her deferral elections and the time and form of payment as set forth in the Plan and actually makes deferrals of Compensation. No Eligible Employee shall have a claim for benefits under this Plan unless or until all such enrollment is completed to the satisfaction of the Administrator and amounts are withheld from the Eligible Employee’s Compensation.

4           Deferral Elections .

4.1        Elections to Defer Compensation . An Eligible Employee may elect to defer a portion of his or her Salary and, separately, a portion of his or her Bonus for the calendar year following the calendar year in which a written election, on a form approved by the Vice President or her designee, to defer Salary and/or Bonus is delivered to the Vice President or her designee. Separate elections shall be required for Salary and Bonus deferrals. All elections shall be effective as soon as administratively feasible after receipt by the Vice President or her designee but no deferrals shall actually be made until the first payroll of the calendar year following the calendar year in which the election is made.

4.2        Salary Deferral Elections . Each election to defer Salary shall be made in whole percentages of the Salary to be earned in the calendar year following the calendar year in which the election is made. The minimum percentage that may be deferred is 5%. The maximum percentage shall be the percentage of Salary reasonably determined by the Committee that would prevent the Eligible Employee from making required or elected contributions under employee benefit plans or to have required federal, state and local income or payroll tax payments made or such other payroll deductions as determined appropriate by the Committee. An election to defer Salary must be filed with the Vice President or her designee on or before the date specified by the Vice President but in no event later than December 31 ^st of the calendar year prior to the calendar year in which the Salary is earned. An election to defer Salary shall remain in effect from year to year for each year in which the Eligible Employee remains eligible to participate in the Plan and notwithstanding any change in the amount earned by the Eligible Employee, unless or until revoked or changed by the Eligible Employee in accordance with this Plan.

4.3        Bonus Deferral Elections . Each election to defer Bonus shall be made in whole percentages of the Bonus that may be earned with respect to (as opposed to paid in) the calendar year following the calendar year in which the election is made. The minimum percentage shall be 5%. The maximum percentage shall be the percent of Bonus reasonably determined by the Committee that would prevent the Eligible Employee from making required or elected contributions under employee benefit plans or to have required federal, state and local income and payroll tax payments made or such other payroll deductions as determined appropriate by the Committee. An election to defer Bonus must be filed with the Vice President or her designee on or before the date specified by the Vice President but in no event later than the 31 ^st of December of the calendar year prior to the calendar year in which services are rendered to earn the Bonus. An election to defer Bonus must be made each year for which a deferral is elected and an election made in a prior year shall not carry over from year to year.

4.4        Initial Election Period . Notwithstanding the timing of Salary elections set forth in Section 4.2, an Eligible Employee who first becomes eligible to participate in this Plan during a

calendar year may make a Salary Deferral Election that otherwise conforms to Sections 4.2 but applies for Salary to be earned in the remainder of the first year of eligibility. The election to defer Salary to be earned in the remainder of the first calendar year of eligibility shall be made within 30 days following notice from the Committee to the Eligible Employee that he or she is eligible to participate in the Plan. No election to defer Bonus shall be made in the Initial Election Period.

4.5        Distribution Elections .

(a)        Initial Election . At the time of making a deferral election under the Plan, the Participant shall designate the time and form of distribution of deferrals made pursuant to such election (together with any earnings credited thereon) from among the alternatives specified in Article 7.

(b)        Modification of Election . A new distribution election may be made with respect to new deferrals in Plan Years beginning after the election is made. However, a distribution election with respect to previously deferred amounts may only be changed under the terms and conditions specified in Code Section 409A. Except as expressly provided in Article 7, no acceleration of a distribution is permitted. A subsequent election that delays payment or changes the form of payment with respect to amounts previously deferred shall be permitted if and only if all of the following requirements are met:

(1)       the new election does not take effect until at least twelve (12) months after the date on which the new election is made;

(2)       for payments made on account of Separation from Service (other than by reason of death or Disability): (a) for benefits accrued on or before December 31, 2004, an optional form of benefit may be made elected any number of times; and (b) for benefits accrued on or after January 1, 2005, an optional form of benefits may be elected no more frequently than once per Plan Year deferral account and if the new form of benefit cannot take effect until five years after the date the distribution was otherwise scheduled to begin.

(3)       for payments made according to a Scheduled Distribution (that is, as elected to be made without regard to Separation from Service), no more frequently than twice per Plan Year deferral account, a Participant may elect a different Scheduled Distribution Date of his or her Scheduled Distribution (a) for benefits accrued on or before December 31, 2004, the election of a new SDD is made no less than 12 months prior to the then scheduled SDD and the new SDD is at least two years after the then scheduled SDD and (b) for balances accrued on or after January 1, 2005, the election of a new SDD is made at least 12 months prior to the then Scheduled Distribution Date and the new SDD is at least five years after the then scheduled SDD.

For purposes of application of the above change limitations, installment payments shall be treated as a single payment and only one change shall be allowed to be made by a Participant with respect to form of benefits to be received by such Participant upon Retirement. Election changes made pursuant to this Section shall be made in accordance with rules established by the Committee, and shall comply with all requirement of Code Section 409A and applicable authorities.

4.6        Investment Elections . The Committee may select and may change from time to time upon notice to Participants, the types of mutual funds, investment portfolios underlying universal life products or contracts in which Participants’ Accounts shall be deemed to be invested. At the time an Eligible Employee first becomes a Participant, the Participant shall file with the Vice President or her designee in a method or on a form provided by the Committee designating which of such types of mutual funds, investment portfolios or contracts the Participant’s Account shall be deemed to be invested for purposes of determining the amount of earnings to be credited to such Account. In making the designation pursuant to this Section 4.6, the Participant may specify that all or any portion of his or her Account, designated in whole percentages, be deemed to be invested in one or more of the types of mutual funds, investment portfolios or contracts selected by the Committee and then in effect. A Participant may change the designation made under this Section 4.6 by filing with the Vice President or her designee an election, in a written form or a Website provided by the Committee and such change shall be effective as soon as administratively feasible after receipt. If a Participant fails to elect a type of fund under this Section 4.6, or any prior election is not then effective, his or her Account shall be invested in the then available fund or contract that most nearly approximates a money market fund.

5           Participant Accounts . The Committee shall establish and maintain an Account for each Participant under the Plan. Each Participant’s Account shall be further divided into separate subaccounts (“subaccounts”), each of which corresponds to a mutual fund, investment portfolio or contract elected by the Participant in accordance with the Plan and shall reflect benefits accrued prior to January 1, 2005 and benefits accrued on or after January 1, 2005. A Participant’s Account shall be credited as follows:

5.1        Salary Credits . As soon as administratively feasible, the Committee shall credit the subaccounts of the Participant’s Account with an amount equal to Salary deferred by the Participant during each pay period in accordance with the Participant’s election under Section 4.2; that is, the portion of the Participant’s deferred Salary that the Participant has elected to be deemed to be invested in a certain type of Fund shall be credited to the subaccount corresponding to that Fund.

5.2        Bonus Credits . As soon as administratively feasible, the Committee shall credit the subaccounts of the Participant’s Account with an amount equal to the portion of the Bonus deferred by the Participant in accordance with the Participant’s election under Section 4.3; that is, the portion of the Participant’s deferred Bonus that the Participant has elected to be deemed to be invested in a particular type of Fund shall be credited to the subaccount corresponding to that Fund.

5.3        Prior Plan Credits . As of the Effective Date, the Committee shall credit the subaccounts of the Participant’s Account with an amount equal to the Participant’s account under the Prior Plan as of the Effective Date.

5.4        Earnings Credits . As soon as administratively feasible following the last day of each month in which any amount remains credited to a Participant’s Account, each subaccount of a Participant’s Account shall be credited with earnings in an amount equal to that determined by multiplying the balance credited to such subaccount as of the last day of the preceding month by the actual returns on the Fund(s) selected by the Participant.

5.5        409A Subaccounts . Each Participant’s Account shall also have sub accounts which reflect benefits accrued before January 1, 2005 and, separately, amounts accrued on or after January 1, 2005.

6           Vesting . A Participant’s Account shall be 100 percent vested at all times.

7           Distributions .

7.1        Form, Timing and Amount of Distribution .

7.1.1      Pre-Retirement Distribution (also known as Scheduled Distribution) Participants shall be entitled to elect to receive a Scheduled Distribution from the elected plan year deferral account prior to Separation of Service. In the case of a Participant who has elected to receive a Scheduled Distribution in accordance with Section 4.5, such Participant shall receive that distributable amount, on or commencing on the Payment Date specified with respect to the specified deferrals, including earnings thereon. A Participant’s Scheduled Distribution commencement date with respect to deferrals of Compensation for a given Plan Year shall be no earlier than three (3) years from the last day of the Plan Year in which the deferrals are credited to the Participant’s Account. The Participant may elect to receive the Scheduled Distribution in a single lump sum. A Participant may delay and change the form of a Scheduled Distribution, provided such extension complies with the requirements of Section 4.5.

7.1.2      Post-Retirement Distributions (also know as Termination Distribution) . Except as otherwise provided herein, in the event of a Participant’s Separation from Service or Retirement, the distributable amount credited to the Participant’s deferral account’s shall be paid to the Participant in substantially equal quarterly installments over 5, 10, or 15 years or Lump Sum commencing on the Payment Date following the Participant’s Separation of Service. A Participant may change the form of Termination Distribution, provided such change complies with the requirement of Section 4.5. If no form of distribution is specified, the form of distribution under this Section 7.1.2 shall be a Lump Sum.

7.1.3      Nonscheduled Distribution . For benefits accrued prior to December 31, 2004 (and not for benefits accrued on or after January 1, 2005), a Participant may elect by filing with the Vice President or her designee on a form approved for such purpose to receive an amount equal to ninety percent of his or her Account balance at any time. If the Participant makes an election described in this Section 7.1.2: (i) the balance of the Participant’s Account accrued prior to December 31, 2004 not distributed to the Participant shall be forfeited to the Company; and (ii) the amount of the benefits accrued prior to December 31, 2004 to which he is entitled under this Section 7.1.2 shall be distributed to the Participant in a single lump sum within thirty days following such election’s valuation under this Plan.

7.1.4      Unforeseen Emergency . A Participant may withdraw an amount necessary to satisfy an Unforeseeable Emergency if and to the extent then permitted under Section 409A. If the Committee approves an application for an Unforeseeable Emergency distribution, the Participant shall be prohibited from making deferrals for the remainder of the calendar year in which such Unforeseeable Emergency occurs.

7.1.5      Method for Calculating Installments . If a Participant or Beneficiary receives payment of his or her Account balance in installments pursuant to Section 7.1.1 or 7.1.2 the amount of each quarterly installment payable during the Plan Year shall equal the Participant’s Account balance on the Payment Date divided by the total number of installments the Participant or Beneficiary is scheduled to receive. The amount of each quarterly installment payable during each succeeding Plan Year, other than the last Plan Year in which the Participant or Beneficiary receives installment payments under the Plan, shall equal the Participant’s Account balance on a month end determined by the Committee of the preceding Plan Year divided by the number of installments remaining to be paid after the last day of such preceding Plan Year, except that the final quarterly installment shall be equal to the remaining balance in the Participant’s Account.

7.1.6      Small Account Balances . Notwithstanding any other provision of this Section 7.2, if a Participant’s Account balance on his or her Payment Date is $30,000 or less, such Account balance shall be paid in a single lump sum.

7.2        Benefits Accrued Before January 1, 2004 . Notwithstanding Section 7.1.1 and 7.1.2, a Participant may elect to have his or her benefit accrued before January 1, 2005 as soon as administratively feasible after the Scheduled Distribution Date.

8           Pre-Distribution Death Benefit .

8.1        Amount of Benefit . The Company may, in its discretion and without specific notice to the Participant, own and maintain one or more life insurance policies on the life of one or more Insurable Participants (collectively, the “Policy”) with an aggregate death benefit at a level deemed appropriate by the Company. By participating in the Plan, each Participant consents to the application by the Company for and issuance by an insurance company of an insurance policy on the life of that Participant. Until an employee of the Company (other than a Participant who has already been determined not to be an Insurable Participant) completes an application for a Policy, the Company may elect to reject any deferral election made by the employee pursuant to Article 4. Prior to January 1, 2008, the Plan permitted the Committee to purchase life insurance on a specific person to fund a death benefit payable to the Beneficiary of a Participant who died prior to Separation from Service. Participants with respect to whom such insurance policies are dated prior to January 1, 2008 continue to be covered by the death benefit provisions of the Plan prior to the revisions made as of December 31, 2007. No death benefit provisions are applicable to individuals who became Participants on or after January 1, 2008 or with respect to whom no insurance policies were dated for such purposes on or before December 31, 2007.

8.2        Grandfathered Rules Regarding Certain Death Benefits .

If an Insurable Participant shall die at least sixty days following the first day of the month in which allocations pursuant to Article 5 of the Plan are first made to his Account and prior to his Separation from Service, his Beneficiary shall receive directly from the insurance company issuing the Policy in a single lump sum an amount equal the lesser of (a) or (b):

(a) equals the greatest of

(i) the amount of insurance coverage in effect on December 31, 1998,

(ii) the Participant’s Account balance as of a relevant time, or

(iii) $1,000,000; or

(b) equals the greatest of:

(i) ten times the amounts allocated to the Insurable Participant’s Account pursuant to Sections 5.1 and/or 5.2 during the first twelve months in which the Insurable Participant receives allocations to his Account, or

(ii) two times the Insurable Participant’s Account balance as of his date of death if the Insurable Participant has not attained age 56 at the date of death or, if the Insurable Participant is age 56 or older at death, 1.5 times the Insurable Participant’s Account balance as of his date of death.

8.2.1      Reduction of Account Balance . Notwithstanding anything contained herein to the contrary, any benefits otherwise payable with respect to an Insured Participant under this Plan shall be reduced by the value of benefits received by the Insured Participant’s Beneficiary under the Policy.

8.2.2      Death on or After Separation from Service . If an Insured Participant shall die after his or her Separation from Service, his or her Beneficiary shall receive no benefits under the Policy and any death benefits hereunder shall be paid to the Company.

8.2.3      Effect of Account Distribution Prior to Separation from Service . If an Insured Participant dies prior to his or her Separation from Service but after receiving a distribution pursuant to any section of Article 7, the Insurable Participant’s Death Benefit under Section 8.2 shall be reduced by an amount equal to the amount of such distribution received by the Insurable Participant so that the death benefit payable with respect to the Insurable Participant under this subsection shall be the applicable of the amounts under section 8.2 less the amount distributed prior to his or her date of death.

8.2.4      Death Prior to Eligibility for Pre-Distribution Death Benefit . If a Participant should die before completing the sixty-day eligibility period for the pre-distribution death benefit set forth in Section 8.1, his or her Beneficiary shall receive only the balance in the Participant’s Account as of the Participant’s Separation from Service.

8.2.5      Failure to Remain Insurable . Notwithstanding the foregoing provisions of this Article 8, if a Participant satisfies the definition of an Insurable Participant at the time he becomes a Participant, but fails to satisfy such definition thereafter, the pre-

distribution death benefit payable to the Participant’s Beneficiary shall equal the lesser of:

(1) the pre-distribution death benefit determined under the foregoing provisions of this Article 8; or

(2) the death benefit under the Policy payable to the Participant’s Beneficiary at the time the Participant fails to satisfy the definition of an Insurable Participant.

9           Administration .

9.1        Committee Action . The Plan shall be administered by the Committee, consisting of at least three members, appointed by and holding office at the pleasure of the Personnel and Compensation Committee of the Board of Directors of the Company or, in the absence of a specific designation by the Personnel and Compensation Committee of the Board of Directors of the Company, the Vice President then serving. The Committee shall act at meetings by an affirmative vote of a majority of the members of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chairman or any other member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee.

9.2        Powers and Duties of the Committee . The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

9.2.1     To determine all questions relating to the eligibility of employees to participate;

9.2.2     To construe and interpret the terms and provisions of this Plan;

9.2.3     To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

9.2.4     To maintain all records that may be necessary for the administration of the Plan;

9.2.5     To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

9.2.6     To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof; and

9.2.7     To appoint a plan administrator or, any other agent, and to delegate to such person such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe.

9.3        Construction and Interpretation . The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretation or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall have full discretion in the administration of the Plan but shall administer all terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan. The Committee shall construe and interpret the Plan at all times to comply with Section 409A of the Code.

9.4        Information . To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all Participants, their death or other cause of termination, and such other pertinent facts as the Committee may require.

9.5        Compensation, Expenses and Indemnity .

9.5.1     The members of the Committee shall serve without compensation for their services hereunder.

9.5.2     The Committee is authorized at the expense of the Company to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

9.5.3     The Company shall indemnify and save harmless the Committee and each member thereof, and the Chief Financial Officer, the Vice President or her designee, and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims, arising out of their discharge of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under applicable law.

9.6        Statements and Account Information . The Committee shall cause statements or other account balance and information to be available to Participants on a Website or in periodic written form.

10         Miscellaneous .

10.1      Unsecured General Creditor . Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise

of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. The Plan is intended to be unfunded for tax purposes and for purposes of Title I of ERISA. Notwithstanding the foregoing, the Company may, but shall not be required to, establish a grantor trust, within the meaning of Section 671 of the Code, the assets of which may be intended to pay, in whole or in part, the benefits due under this Plan but the assets of which shall be subject at all times to the claims of creditors of the Company. In the event the Company establishes a grantor trust, Participants and Beneficiaries shall (i) have no claim against the assets of such grantor trust directly or indirectly and shall look for payment of benefits due under this Plan solely to the assets of the Company, (ii) remain general creditors of the Company and (iii) have no right or standing to compel or request the Company to make contributions to the grantor trust at any time or from time to time in any amount.

10.2      Restriction Against Assignment . The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Account shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant’s Account be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever.

10.3      No Right to Continued Employment . Neither an employee’s participation in the Plan, nor his or her rights to his or her Account shall confer upon such employee any right with respect to continuance of employment by or receipt of Bonuses from the Company, nor shall such items interfere in any way with the right of the Company to terminate such employee’s employment or alter such employee’s Compensation at any time.

10.4      Withholding . There shall be deducted from each payment made under the Plan or, if such payment is not large enough, from any other funds payable to the Participant, all taxes which the Company determines are required to be withheld with respect to such payment under the Plan. The Company shall have the right to reduce any payment by the amount of cash sufficient to provide the amount of said taxes.

10.5      Amendment, Modification, Suspension or Termination . The Committee may at any time amend, modify, suspend or terminate the Plan in whole or in part, subject to ratification by the Personnel and Compensation Committee of the Company’s Board of Directors, except that no amendment, modification, suspension or termination shall reduce any amounts then credited to a Participant’s Account. The Company shall provide notice of such action to all Participants and Beneficiaries of deceased Participants. In the event that one or more subsidiaries of the Company are spun off to shareholders of the Company and a spun off company agrees to sponsor a plan substantially similar to this Plan, the Company may, in its discretion, cause a transfer of all, but not less than all, liabilities with respect to employees of such new company to the new plan adopted by that new company and, upon such transfer, the Company shall be released of liability with respect to employees of the new company with respect to whom liabilities have been transferred.

10.6      Governing Law . Except to the extent that it is preempted by federal law, this Plan shall be construed, governed and administered in accordance with the laws of the State of Delaware.

10.7      Receipt or Release . Any payment to a Participant or the Participant’s Beneficiary in accordance with the provisions of the Plan, including but not limited to any payment from an insurance company, shall, to the extent thereof, be in full satisfaction of all claims under the Plan against the Committee and the Company. Any payment, whether by the Company or an insurance company, to a Participant or the Participant’s Beneficiary of an amount described in Section 5.3 shall, to the extent thereof, be in full satisfaction of all claims to such amount which the Participant or his or her Beneficiary or any beneficiary designated in accordance with the Prior Plan may have against the Company or any other person under the Prior Plan. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

10.8      Payments on Behalf of Minors . In the event that any amount becomes payable under the Plan to a minor or a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made only to the conservator or the guardian of the estate of such person appointed by a court of competent jurisdiction or such other person or in such other manner as the Committee determines is necessary to assure that the payment will legally discharge the Plan’s obligation to such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company.

10.9      Miscellaneous . All pronouns and any variations thereof contained herein shall be deemed to refer to masculine or feminine, singular or plural, as the identity of the person or persons may require. The headings used in this Plan are for convenience only and shall not be construed in interpreting this Plan.

11         Non-Employee Directors .

11.1      Inclusion of Non-Employee Directors .

Effective January 1, 2004, Non-Employee Directors are eligible to participate in this Plan to the extent provided for in this Article 11.

11.2.      Non-Employee Director Meeting Fees .

Effective for Annual Retainer Fees and Meeting Fees (which term shall mean amounts paid to Non-Employee Directors for services rendered to respect to service and/or attending meetings of the Board of Directors) payable on or after January 1, 2004, a Non-Employee Director shall be permitted to defer one hundred percent (100%) of his or her Annual Retainer Fees and/or Meeting Fees for the then applicable calendar year under and in accordance with the terms and conditions of the Plan otherwise applicable to Participants in this Plan as it may be amended from time to time. For purposes of this Article 11, the definition of “Compensation” set forth in Section 2.7 as applied to a Non-Employee Director, shall include Annual Retainer Fees and Meeting Fees paid to Non-Employee Directors.

11.3      TDY Common Stock Phantom Fund .

Notwithstanding anything in the Plan to the contrary, beginning with the calendar year commencing January 1, 2004, for Non-Employee Directors only, there shall be created a Fund, to be called the “TDY Common Stock Phantom Fund”, in which a Non-Employee Director may specify that all or any portion of his or her Annual Retainer Fees and Meeting Fees deferred on or after January 1, 2004, designated in whole percentages, be deemed to be invested and which Fund shall mirror an investment in Common Stock of the Company; provided, however , that if and to the extent the Company pays dividends, such dividends shall not be deemed to be reinvested in Common Stock of the Company, but shall be deemed to be invested in the default Fund then selected by the Committee. Once a Non-Employee Director specifies that any of his or her Compensation for a calendar year shall be invested in the TDY Common Stock Phantom Fund, such Non-Employee Director may not change such allocations nor may such Non-Employee Director diversify out of, or roll other amounts into, the TDY Common Stock Phantom Fund. Payments from the TDY Common Stock Phantom Fund shall be in cash and not Common Stock of the Company. Effective January 1, 2015, no further amounts will be accepted into the TDY Common Stock Phantom Fund.

To record the due adoption of this Amended and Restated Plan as of December 31, 2014, the Company has caused its execution by its duly authorized officer.

Exhibit 10.2

RESOLUTIONS OF THE

PLAN ADMINISTRATIVE COMMITTEE OF

TELEDYNE TECHNOLOGIES INCORPORATED

Amendment

to the Teledyne Technologies Incorporated

Pension Equalization/Benefit Restoration Plan

WHEREAS, Teledyne Technologies Incorporated (the “Corporation”) sponsors and maintains the Teledyne Technologies Incorporated Pension Equalization/Benefit Restoration Plan (the “Plan”);

WHEREAS, the Company’s Board of Directors has authorized the Plan Administrative Committee to take action to freeze the Plan by ceasing accruals;

WHEREAS, in accordance with its authority granted by the Corporation’s Board of Directors, the Plan Administrative Committee has determined it is desirable and in the best interests of the Corporation to freeze the Plan by ceasing accruals under the Plan; and

WHEREAS, the Plan Administrative Committee intends by these resolutions to amend the Plan to cease accruals as of the Freeze Date (as defined below), following appropriate notice to Participants.

NOW, THEREFORE, BE IT:

RESOLVED, that the Plan be, and it hereby is, amended effective as of the Freeze Date by adding the following language to the sections of the Plan indicated:

“Accruals under this Plan have been ceased and stopped at the level of benefit accrued on the Freeze Date as defined in the Plan. No increases in accrued benefits shall be allowed after the Freeze Date. There shall be no new participants to this Plan as of the Freeze Date.”

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

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“1.08A “Freeze Date” shall mean February 28, 2015, the date on which accruals under this Plan shall be ceased or frozen.”

“Only Plan Compensation received through the end of February 28, 2015 will be incorporated in the calculation of the Defined Benefit Restoration.”

“Accruals under this Plan have been ceased and frozen on the Freeze Date as defined in Section 1.08A of this Plan.”

“Notwithstanding any provision to the contrary, no Employee who is not already a Participant as of the Freeze Date shall become a Participant according to this Section 3.01 after the Freeze Date.”

“4.01 Restoration of Pension Plan Benefits . In respect of each Participants who participates or participated in the Pension Plan, the Corporation shall pay to the Participant, without requirement for Participant contribution at the times set forth in Section 4.04 of the Plan and in no event earlier than the Participant’s Separation from Service, a Defined Benefit Restoration determined based on relevant factors and facts existing, as applicable, on or prior to the Freeze Date equal to the difference between (a) and (b):

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

For the avoidance of doubt, a participant’s Defined Benefit Restoration shall be frozen and determined as of the Freeze Date and shall not be adjusted thereafter.”

RESOLVED, that the appropriate officers of the Corporation be, and each of them hereby is, authorized, directed and empowered to take any and all such actions as they, or any of them, deem necessary or appropriate to carry out the intent and purpose of the foregoing, including, but not limited to, distributing notices to Participants and the Corporation that the accruals under this Plan will cease as of the Freeze Date.

The foregoing Plan amendment is hereby adopted and approved on this 31st day of December 2014, but effective as provided herein.

TO RECORD the due adoption hereof, the Plan Administrative Committee has caused the execution of these resolutions by the respective members of the Plan Administrative Committee.

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Exhibit 10.3

RESOLUTIONS OF THE MEETING

OF THE NOMINATING AND GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

OF TELEDYNE TECHNOLOGIES INCORPORATED

December 16, 2014

Standing Resolutions for Non-Employee Director Restricted Stock Unit Grants

RESOLVED, that, in accordance with Section VI of the Corporation’s Administrative Rules of the 2014 Incentive Award Plan Related to Non-Employee Director Restricted Stock Unit Awards and Fees (the “Rules”):

(a) Commencing with the year 2015, 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 2014 Incentive Award 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 the 2014 Incentive Award Plan) of a share of common stock on the date of grant, rounded down to the nearest whole unit share.

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, Commencing with the year 2015:

Exhibit 10.4

TELEDYNE TECHNOLOGIES INCORPORATED

ADMINISTRATIVE RULES OF THE 2014 INCENTIVE AWARD PLAN RELATED TO

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARDS AND FEES

(as adopted on December 16, 2014)

I. Purpose

These Administrative Rules of the 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 January 1, 2015.

(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 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.

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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 156,776 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

(c) upon a Change in Control.

(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.

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(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 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.

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(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.

(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.

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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.

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.

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EXHIBIT A

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 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

(c) upon a Change in Control.

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.

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