Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELEDYNE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 25-1843385
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(Address of principal executive offices) (Zip Code)
TELEDYNE TECHNOLOGIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)
JOHN T. KUELBS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TELEDYNE TECHNOLOGIES INCORPORATED
2049 CENTURY PARK EAST
LOS ANGELES, CALIFORNIA 90067-3101
(Name and address of agent for service)
(310) 551-4302
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO BE REGISTERED(1) MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING PRICE AGGREGATE FEE
PER UNIT OFFERING PRICE
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Deferred Compensation $30,000,000 N/A $30,000,000 $7,920
Obligations(2) (3)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
(2) The Deferred Compensation Obligations are unsecured obligations of
Teledyne Technologies Incorporated to pay deferred compensation in the future in
accordance with the terms of the Teledyne Technologies Incorporated Executive
Deferred Compensation Plan.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Teledyne Technologies Incorporated Executive
Deferred Compensation Plan.
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INTRODUCTION
Teledyne Technologies Incorporated (the "Corporation" or the "Registrant")
is filing this Registration Statement because of the uncertainty as to whether
the Deferred Compensation Obligations (as defined below) would or should be
considered "securities" or be subject to registration under the Securities Act
of 1933, as amended (the "Securities Act"). The filing of this Registration
Statement is not an admission by the Registrant that the Deferred Compensation
Obligations are securities or are subject to the registration requirements of
the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following document filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act is
incorporated by reference into this Registration Statement: the Registration
Statement on Form 10, as amended, filed with the Commission (File No.
001-15295).
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this Registration
Statement from the date of filing of such document with the Commission until the
information contained therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this Registration Statement or
by any document which constitutes part of the prospectus relating to the
Teledyne Technologies Incorporated Executive Deferred Compensation Plan meeting
the requirements of Section 10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The following summarizes the $30,000,000 of deferred compensation
obligations ("Deferred Compensation Obligations") created pursuant to the
Teledyne Technologies Incorporated Executive Deferred Compensation Plan (the
"Plan"). This summary is qualified in its entirety by reference to the terms of
the Plan filed as Exhibit 4 hereto and incorporated herein by reference.
Certain members of management and other highly compensated employees of
the Corporation and its subsidiaries are permitted to defer salary and bonuses,
if any, pursuant to the Plan. When an employee makes a deferral election under
the Plan, the Corporation retains the amount deferred and credits the value of
such amount by book entry to an account maintained under the Plan for the
employee of the Corporation or participating subsidiary of the Corporation. The
Corporation then assumes a general, unsecured obligation to pay the employee (a
"participant") in the future the deferred amount in accordance with the terms of
the Plan under which salary or bonuses were deferred, as adjusted during the
deferred period in accordance with applicable investment measures as selected by
the participant.
Payments of the Deferred Compensation Obligations will be made from the
general assets of the Corporation, except to the extent payments are made
pursuant to insurance policies owned and maintained by the Corporation as
described below. Each participant is a general unsecured creditor of the
Corporation with a claim against the Corporation for the amount the participant
has deferred, as adjusted during the deferral period in accordance with the
applicable investment measures as selected by the participant. The Deferred
Compensation Obligations are unsecured general obligations of the Corporation
and rank equally with other unsecured and subordinated indebtedness of the
Corporation from time to time outstanding.
Participants receive quarterly statements about their accounts under the
Plan. The Corporation determines the investment measures available under the
Plan. Each participant may elect to allocate the participant's account among the
available measures and may change the allocation in accordance with the terms of
the Plan.
Participants may not assign or transfer the Deferred Compensation
Obligations, other than by designating a beneficiary or beneficiaries to receive
payment if a participant dies before receiving full payment of the amount
credited to the participant's account and the Deferred Compensation Obligations
shall not be subject to alienation, encumbrance, garnishment, attachment,
execution or levy.
Payment of Deferred Compensation Obligations generally is made at the time
and in the manner elected by the participants at the time of the deferral
election as permitted by the Plan. Payment elections for salary deferrals for a
subsequent calendar year may be changed by filing a new election form on or
before December 1 of the preceding calendar year. Bonus deferral elections are
irrevocable and apply only to the bonus payable with respect to services
performed during the calendar year for which the election is made. Each
participant (or, in the case of the participant's death, the participant's
beneficiary) shall be entitled to receive a distribution under the Plan as soon
as practicable following the participant's "Payment Eligibility Date." "Payment
Eligibility Date" means the first day of the month
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following the end of the calendar quarter in which a participant terminates
employment or dies. A participant receiving benefits under a short-term
disability or on an approved leave of absence shall not be deemed to have
terminated employment for the purposes of the Plan. The amount payable to a
participant shall be the amount credited to the participant's account as of the
participant's Payment Eligibility Date.
Under the Plan, the Corporation will own and maintain one or more life
insurance policies on the life of an insurable participant. If a participant
dies at least 60 days following the first day of the month in which allocations
are first made to the participant's Plan account and prior to the participant's
Payment Eligibility Date, the participant's beneficiary will receive directly
from the insurance company in a single lump sum an amount equal to the greater
of (1) ten times the salary and bonus amounts allocated to such participant's
account during the first 12 months in which the insurable participant receives
allocations to the participant's account, and (2) two times the insurable
participant's account balance as of the participant's date of death if the
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 the participant's date of death. If a participant dies
before the 60-day eligibility period, his or her beneficiary will receive only
the balance in the participant's account as of the participant's Payment
Eligibility Date.
Any benefits otherwise payable with respect to an insurable participant
under the Plan shall be reduced by the value of benefits received by the
insurable participant's beneficiary under the insurance policy or policies. If a
participant dies on or after the participant's Payment Eligibility Date, the
participant's beneficiary will not receive benefits under the insurance policy
or policies and any death benefits will be paid to the Corporation.
A participant may take an earlier distribution at any time prior to his or
her Payment Eligibility Date equal to 90% of the participant's account balance
by filing a request with the Corporation. The remaining 10% are a penalty and
forfeited by the participant to the Corporation. In addition, such participant
would become ineligible to participate in the Plan for the remainder of the Plan
year and the following Plan year.
The Deferred Compensation Obligations are not convertible into securities
of the Corporation, and participants have no voting rights with respect to the
Deferred Compensation Obligations. The Deferred Compensation Obligations will
not have the benefit of any negative pledge or other affirmative or negative
covenant on the part of the Corporation. No trustee has been appointed having
authority to take action with respect to the Deferred Compensation Obligations
and each participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any request for
consents, waivers, or amendments to the Deferred Compensation Obligations,
enforcing covenants and taking action upon any default.
The Plan is administered by a Committee, consisting of at least three
members, appointed by the Executive Vice President and Chief Financial Officer
of the Corporation. Committee members serve without compensation for their
services. The Committee has the full discretion to construe and interpret the
terms and provision of the Plan, provided administration of the Plan is done in
a uniform and nondiscriminatory manner and in accordance with laws applicable to
the Plan. A member of a Committee is not permitted to vote or act upon any
matter which relates solely to himself as a participant. The Committee may
appoint a Plan administrator or any other agent, and delegate to such person
such powers and duties in connection with administration of the Plan as the
Committee may specify. The Corporation's Plan Oversight Committee has general
oversight power with respect to the Plan's Committee.
The Corporation's Plan Oversight Committee has the right to amend, modify,
suspend or terminate the Plan, in whole or in part, at any time, subject to
ratification by the Personnel and Compensation Committee of the Corporation's
Board of Directors. No such amendment, modification, suspension or termination,
however, will reduce amounts then credited to a participant's account.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for
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any transaction from which the director derived an improper personal benefit.
Article SEVEN of the Registrant's Restated Certificate of Incorporation provides
that no director of the Registrant shall be personally liable to the Registrant
or its stockholders in accordance with the foregoing provisions of Section
102(b)(7).
Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a director or officer of the
Registrant if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article EIGHT of the Registrant's Restated Certificate of
Incorporation provides that any person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director or an officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or in any
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL.
The Registrant has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and directors
of the Registrant in connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Teledyne Technologies Incorporated Executive Deferred Compensation
Plan.
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 29th day
of November, 1999.
TELEDYNE TECHNOLOGIES INCORPORATED.
By: /s/ Robert Mehrabian
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Robert Mehrabian
President and Chief Executive Officer
We, the undersigned directors and officers of Teledyne Technologies
Incorporated do hereby constitute and appoint John T. Kuelbs and Melanie S.
Cibik, or either of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and on our behalf in our capacities as
directors and officers and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act and any rules, regulations and requirements of
the Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto and we do hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Robert Mehrabian President and Chief Executive November 29, 1999
- -------------------------- Officer (Principal Executive
Robert Mehrabian Officer) and a Director
/s/ Stefan C. Riesenfeld Executive Vice President and November 29, 1999
- -------------------------- Chief Financial Officer
Stefan C. Riesenfeld (Principal Financial Officer)
/s/ Dale A. Schnittjer Controller (Principal November 29, 1999
- -------------------------- Accounting Officer)
Dale A. Schnittjer
/s/ Robert P. Bozzone Director November 29, 1999
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Robert P. Bozzone
/s/ Paul S. Brentlinger Director November 29, 1999
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Paul S. Brentlinger
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/s/ Frank V. Cahouet Director November 29, 1999
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Frank V. Cahouet
/s/ Thomas A. Corcoran Director November 29, 1999
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Thomas A. Corcoran
/s/ Diane C. Creel Director November 29, 1999
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Diane C. Creel
/s/ C. Fred Fetterolf Director November 29, 1999
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C. Fred Fetterolf
/s/ Charles J. Queenan, Jr. Director November 29, 1999
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Charles J. Queenan, Jr.
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Pursuant to the requirements of the Securities Act, the Committee has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California, on November 29, 1999.
TELEDYNE TECHNOLOGIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN
By: /s/ Stefan C. Riesenfeld
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Stefan C. Riesenfeld
Committee Member
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Teledyne Technologies Incorporated
Executive Deferred Compensation Plan.
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of the
securities being registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
Exhibit 4.1
TELEDYNE TECHNOLOGIES INCORPORATED
EXECUTIVE DEFERRED COMPENSATION PLAN
as effective November 29, 1999
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TABLE OF CONTENTS
1 PURPOSE..................................................................1
2 DEFINITIONS..............................................................1
3 PARTICIPATION............................................................4
4 DEFERRAL ELECTIONS.......................................................4
5 PARTICIPANT ACCOUNTS.....................................................6
6 VESTING..................................................................7
7 DISTRIBUTIONS............................................................7
8 PRE-DISTRIBUTION DEATH BENEFIT...........................................9
9 ADMINISTRATION..........................................................10
10 MISCELLANEOUS...........................................................12
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1 PURPOSE. The Teledyne Technologies Incorporated Executive Deferred
Compensation Plan (the "Plan") is established initially to provide benefits to
employees of Teledyne Technologies Incorporated who were employees of Allegheny
Teledyne Incorporated or its subsidiaries and participated in the Allegheny
Teledyne Incorporated Executive Deferred Compensation Plan. This Plan accepted
the benefit payment obligations of the Allegheny Teledyne Incorporated Executive
Deferred Compensation Plan (the Prior Plan as defined below) with respect to
former participants in the ATI Plan who became employees of Teledyne
Technologies Incorporated or any of its subsidiaries on or within sixty days of
the Effective Date. Following the Effective Date, Eligible Employees may
participate under the terms and conditions of this Plan with respect to their
service to and compensation from Teledyne Technologies Incorporated. The
Teledyne Technologies Incorporated 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") and 29 CFR 2520.104-23.
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 (including transfers to this Plan
from the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan),
(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.
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 substantially as set forth in
Exhibit "A" attached hereto 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 death shall be made (a) to the Participant's spouse, if living, (b) if his
spouse is not then living, to his then living issue by right of representation,
(c) if neither his spouse nor his issue are then living, to his then living
parents, or (d) if none of the above are then living, to his estate.
Notwithstanding the foregoing, the Beneficiary of an Insurable Participant under
the Plan must be the same as the beneficiary designated with respect to the
benefit provided under Article 8 hereof if the Insurable Participant dies prior
to his Payment Eligibility Date.
2.3 "Bonus" shall mean the award or awards payable under the Teledyne
Technologies Incorporated management bonus program (or the comparable annual
incentive plan of a subsidiary, if applicable, and any predecessor or successor
program to any such annual incentive plan).
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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.
2.6 "Company" shall mean Teledyne Technologies Incorporated, a
Delaware corporation, and any corporation which is a subsidiary of the
corporation (within the meaning of Code Section 424(f)) involving Teledyne
Technologies Incorporated, unless the context requires otherwise.
2.7 "Compensation" shall mean the Salary and Bonus paid by the
Company to a Participant.
2.8 "Director of Human Resources" shall mean such person as the
Committee may from time to time designate and, in the absence of such
designation, the Chief Financial Officer of Teledyne Technologies Incorporated.
2.09 "Effective Date" shall mean November 29, 1999.
2.10 "Eligible Employee" shall mean:
2.10.1 For a Plan Year other than the short Plan Year covering
the period from the Effective Date to December 31, 1999, each employee of
the Company who: (a) as of December 1 of the preceding Plan Year holds the
title of president of an operating company; or (b) received Compensation
during the preceding Plan Year at least equal to the amount specified in
Section 414(q)(1)(B) of the Code, as such amount is adjusted for such
calendar year by the Secretary of the Treasury for increases in the cost of
living.
2.10.2 For the short Plan Year of the Plan covering the period
from the Effective Date to December 31, 1999, each employee of the Company
who: (a) as of the Effective Date holds the title of president of an
operating company; or (b) for employees of Teledyne Technologies
Incorporated who were participants in the Allegheny Teledyne Incorporated
Executive Deferred Compensation Plan prior to the Effective Date, received
(from the Company and Allegheny Teledyne Incorporated or an affiliate) or
is expected to receive Compensation during the applicable calendar year at
least equal to the amount specified in Section 414(q)(1)(B) of the Code, as
such amount is adjusted for such calendar year by the Secretary of the
Treasury for increases in the cost of living.
2.10.3 For any Plan Year beginning on or after the Effective Date
which includes an employee's date of hire, each employee of the Company
who: (a) as of the employee's date of hire holds the title of president of
an operating company; or (b) receives Compensation during such Plan Year
at least equal to the amount specified in Section 4.14(q)(1)(B) of the
Code. For purposes of this Section 2.10.3 only, Compensation shall include
Salary that would be paid if the employee's Salary were paid for the full
Plan Year.
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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
4.2.2.
2.12 "Initial Election Period" shall mean the first thirty days
of the first Plan Year during which an employee of the Company is an Eligible
Employee or, in the case of an employee who is an Eligible Employee on his date
of hire after the Effective Date, the first thirty days after such date of hire;
provided, however, for the short Plan Year beginning on November 29, 1999 and
ending on December 31, 1999, the Committee may keep in effect any election made
for the 1999 Plan Year of the Prior Plan.
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 "Interest Rate" shall mean, for each Fund, the net rate,
expressed as a percent, of gain or loss on the assets of such Fund for the
applicable period.
2.15 "Participant" shall mean any Eligible Employee who, prior to the
Effective Date, has not announced his intention to retire and who (a) elects to
defer Compensation in accordance with Section 4.1, or (b) has an account balance
under the Prior Plan.
2.16 "Payment Eligibility Date" shall mean the earlier of (i) the date
selected by an Eligible Employee on his Deferred Election form, but no such date
shall be before the end of the Plan Year which is three calendar years after the
end of the Plan Year for which such election is made or (ii) the first day of
the month following the end of the calendar quarter in which a Participant
terminates employment or dies. 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 terminated employment for purposes of the Plan.
2.17 "Plan" shall mean the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan as set forth herein, or as amended from
time to time. This Plan is the successor plan to the Allegheny Teledyne
Incorporated Executive Deferred Compensation Plan (the Prior Plan as defined
below) with respect to Participants in the Prior Plan who, as of the Effective
Date, became employees of the Company in connection with the spin off to
stockholders of Allegheny Teledyne Incorporated of the stock of the Company on
November 29, 1999. The Prior Plan was adopted Allegheny Teledyne Incorporated in
1996 and the Prior Plan assumed the payment obligations of the Teledyne, Inc.
Executive Deferred Compensation Plan with regard to then Participants in such
plan. As of the Effective Date, the Company assumed all payment obligations of
benefits accrued by employees of the Company on November 29, 1999, whether such
benefits were accrued under the Prior Plan or its predecessor.
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2.18 "Plan Year" shall mean the calendar year, except that the initial
Plan Year shall be the period from the Effective Date through December 31, 1999.
2.19 "Prior Plan" shall mean, with respect to employees of the Company
as of November 29, 1999 who participated in the Prior Plan on or before November
29, 1999, the Allegheny Teledyne Incorporated Executive Deferred Compensation
Plan, and its predecessor plan, the Teledyne, Inc. Executive Deferred
Compensation Plan.
2.20 "Retirement" shall mean the date as of which a Participant
commences to receive a benefit under a pension plan maintained by the Company,
the date as of which a Participant commences to receive disability benefits
under the Company's long-term disability plan or, in the case of a Participant
who is not entitled to benefits under the Company's long-term disability plan,
the date the Committee determines is the first date the Participant satisfies
the definition of disability set forth in that plan.
2.21 "Salary" shall mean the base rate of pay that an employee
is entitled to receive for services rendered to the Company.
3 PARTICIPATION. An Eligible Employee who, prior to the Effective Date, has not
announced his intention to retire shall become a Participant in the Plan on (a)
the first day of the first pay period for which he elects to defer a portion of
his Compensation in accordance with Section 4.1, or (b) the Effective Date if he
has an account balance under the Prior Plan.
4 DEFERRAL ELECTIONS.
4.1 Elections to Defer Compensation.
4.1.1 GENERAL RULE. An Eligible Employee may elect to defer,
in increments of 1% and subject to the limitation set forth herein, up to 50% of
his Salary and, separately, up to 100% of his Bonus for the calendar year
following the calendar year in which a written election, on a form approved by
the Director of Human Resources, to defer Salary and/or Bonus is delivered to
the Director of Human Resources. Each election to defer Salary and/or Bonus
shall be effective for only the next succeeding calendar, shall expire on the
last day of the calendar year next following its delivery and shall specify the
Participant's elections as to distribution time and form from among those then
permitted under the Plan. No election may be for less than 5% of the Salary or
Bonus payment, respectively, and no election shall exceed an amount which 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 amounts as determined appropriate by
the Committee. An election to defer Salary or Bonus with respect to services
rendered during a calendar year must be filed with the Director of Human
Resources on or before December 1 of the preceding calendar year.
4.1.2 COMMITTEE DISCRETION. Notwithstanding Section 4.1.1 and
in addition to any other power or discretion granted to the Committee, the
Committee may, in its sole discretion and on a case-by-case basis, permit one or
more Eligible Employees to elect to defer
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more than 50% of his Salary. In the event that the Committee permits one or more
Eligible Employees to defer more than 50% of his Salary, the amount permitted to
be deferred shall not exceed the amount necessary to permit the Eligible
Employee to make contributions, as elected by or required of the Eligible
Employee, under employee benefit plans, and to have withheld applicable federal,
state and local income or payroll tax and such other amounts as determined
appropriate by the Committee.
4.1.2 INITIAL ELECTION PERIOD. Each Eligible Employee may elect
to defer Compensation by filing with the Director of Human Resources an
election, on a form provided by the Committee, no later than the last day of his
Initial Election Period. An election to defer Compensation during the Initial
Election Period shall be effective with respect to the Participant's Salary
earned during the first pay period beginning after the election and with respect
to the portion of the Participant's Bonus attributable to the portion of the
calendar year following the election. For the short Plan Year beginning November
29, 1999 and ending on December 31, 1999, the Committee may keep in effect any
election made by a Participant under the Prior Plan for the 1999 Plan Year of
the Prior Plan.
4.1.3 ELECTIONS OTHER THAN ELECTIONS DURING THE INITIAL ELECTION
PERIOD. Subject to the limitations of Section 4.1.2 above, any Eligible Employee
who fails to elect to defer Compensation during his Initial Election Period may
subsequently elect to defer Compensation, and any Eligible Employee who has
terminated a prior Salary deferral election may elect to again defer Salary, by
filing with the Director of Human Resources an election, on a form provided by
the Committee, to defer Compensation as described in Section 4.1.1 above. An
election to defer Salary payable during a calendar year must be filed with the
Director of Human Resources on or before December 1 of the preceding calendar
year. An election to defer Bonus payable with respect to services rendered
during a calendar year must be filed with the Director of Human Resources on or
before December 1 of the preceding calendar year.
4.1.4 DURATION OF SALARY DEFERRAL ELECTION. Any Salary deferral
election made under Section 4.1.2 or Section 4.1.3 shall remain in effect,
notwithstanding any change in the Participant's Salary, until changed or
terminated in accordance with the terms of this Section 4.1.2.4; provided,
however, that such election shall terminate for any Plan Year for which the
Participant is not an Eligible Employee. A Participant may increase, decrease or
terminate his Salary deferral election with respect to Salary earned during a
calendar year by filing a new election, in accordance with the terms of this
Section 4.1, with the Director of Human Resources on or before December 1 of the
preceding calendar year.
4.1.5 DURATION OF BONUS DEFERRAL ELECTION. Any Bonus deferral
election made under Section 4.1.2 or Section 4.1.3 shall be irrevocable and
shall apply only to the Bonus payable with respect to services performed during
the calendar year for which the election is made. For each subsequent calendar
year, an Eligible Employee must make a new election, subject to the limitations
set forth in this Section 4.1, to defer a percentage of his Bonus. Such election
shall be on forms provided by the Committee and shall be filed with the Director
of Human Resources on or before December 1 of the calendar year preceding the
calendar year in which the services that are to result in the Bonus are
performed.
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4.1.6 EXTENSION OF ELECTION DEADLINE. Notwithstanding the
foregoing provisions of this Section 4.1, the Committee may extend the deadline
for filing elections set forth in Sections 4.1.3, 4.1.4 and 4.1.5 from December
1 of a particular calendar year as the Committee shall determine. The Committee
shall give notice of such extension to all Eligible Employees.
4.2 Investment Elections.
4.2.1 INVESTMENT OPTIONS. The Committee shall select from time
to time 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 Director of Human Resources 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
in for purposes of determining the amount of earnings to be credited to such
Account. In making the designation pursuant to this Section 4.2.1, the
Participant may specify that all or any portion of his 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. A
Participant may change monthly the designation made under this Section 4.2.1 by
filing with the Director of Human Resources an election, on a form provided by
the Committee, at any time during a month, with such change to be effective as
of the first day of the month immediately succeeding the date on which such form
is filed. If a Participant fails to elect a type of fund under this Section
4.2.1, any prior election shall remain in effect or, if there is no prior
election of types of funds, any deferral election made by the Participant shall
be void. If a Participant who receives allocations to his Account only pursuant
to Sections 5.3 and 5.4 fails to elect a type of fund under this Section 4.2.1,
he shall be deemed to have elected the fund or contract designated by the
Committee as the default fund.
4.2.2 COMMITTEE SELECTION OF FUNDS. Although the Participant may
designate the type of mutual funds, investment portfolios or contracts pursuant
to Section 4.2.1, the Committee shall select from time to time, in its sole
discretion, a commercially available fund, portfolio or contract of each of the
types selected pursuant to Section 4.2.1 to be the Funds. The Interest Rate of
each such Fund shall be used to determine the amount of earnings to be credited
to Participants' Accounts under Section 5.4.
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 Section 4.2. A Participant's Account shall be credited as
follows:
5.1 SALARY CREDITS. As of the last day of each month, 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 ending
in that month in accordance with the Participant's election under Section 4.2;
that is, the portion of the Participant's deferred Salary that the
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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 of the last day of the month in which the Bonus
is payable, 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 4.2;
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 balance under the Prior Plan as of the Effective
Date.
5.4 EARNINGS CREDITS. As of 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 Interest Rate for that month for the
corresponding Fund selected by the Company pursuant to Section 4.2.2.
6 VESTING. A Participant's Account shall be 100 percent vested at all times.
7 DISTRIBUTIONS.
7.1 Amount and Time of Distribution.
7.1.1 PAYMENT AS OF PAYMENT ELIGIBILITY DATE. Each
Participant (or, in the case of his death, his Beneficiary) shall be entitled to
receive a distribution of benefits under this Plan as soon as practicable
following his Payment Eligibility Date. The amount payable to a Participant
shall be the amount credited to the Participant's Account as of his Payment
Eligibility Date.
7.1.2 PAYMENT PRIOR TO PAYMENT ELIGIBILITY DATE. A
Participant may elect by filing with the Director of Human Resources a form
substantially as set forth in Exhibit "B" attached hereto to receive an amount
equal to ninety percent of his Account balance at any time prior to his Payment
Eligibility Date. If the Participant makes an election described in this Section
7.1.2: the balance of the Participant's Account not distributed to the
Participant shall be forfeited to the Company; the amount 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; the Participant
shall be prohibited from participating in the Plan for the balance of the Plan
Year in which this distribution is made and the following Plan Year; and any
elections previously made pursuant to Article 4 of this Plan shall cease to be
effective.
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7.2 Form of Distribution.
7.2.1 PRE-RETIREMENT DISTRIBUTIONS. If a Participant's
Payment Eligibility Date occurs prior to the date of his Retirement, the
Participant's Account shall be paid to such Participant in the form of payment
elected by the Participant from among the forms available under Section 7.2.3
or, if no election is made on a timely basis, in a single lump sum.
7.2.2 POST-RETIREMENT DISTRIBUTIONS. If a Participant's
Payment Eligibility Date occurs on or after the date of his Retirement, the
Participant's Account shall be paid to such Participant or, in the event of the
Participant's death on or after his Payment Eligibility Date, his Beneficiary in
the form of sixty quarterly installments. Such installment payments shall
commence on the Participant's Payment Eligibility Date or as soon thereafter as
is practicable and shall continue on the first day of each of the 59 calendar
quarters thereafter.
7.2.3 ELECTION OF OPTIONAL FORM OF DISTRIBUTIONS.
Notwithstanding the provisions of Section 7.2.2, a Participant whose Payment
Eligibility Date occurs on or after the date of his Retirement may elect to
receive distribution of his Account balance in a single lump sum, twenty
quarterly installments, or forty quarterly installments provided that at least
one year prior to his Payment Eligibility Date, the Director of Human Resources
receives from the Participant a notice, in substantially the form of Exhibit "C"
attached hereto, that the Participant elects to receive payment in one of such
optional forms. Any such payment shall be made or commence to be made as of the
Participant's Payment Eligibility Date. Any election made pursuant to this
Section 7.2.3 may be revoked by filing notice of such revocation with the
Director of Human Resources on or before the date which is one year prior to the
Participant's Payment Eligibility Date.
7.2.4 METHOD FOR CALCULATING INSTALLMENTS. If a Participant
or Beneficiary receives payment of his Account balance in installments pursuant
to Section 7.2.2 or 7.2.3, the amount of each quarterly installment payable
during the Plan Year which includes the Participant's Payment Eligibility Date
shall equal the Participant's Account balance on the Payment Eligibility 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 September 30 of the preceding Plan
Year divided by the number of installments remaining to be paid after the last
day of such preceding Plan Year. The amount of each quarterly installment
payable during the last Plan Year in which the Participant or Beneficiary
receives installment payments under the Plan shall equal the Participant's
Account balance on the last day of the second preceding calendar quarter divided
by the number of installments remaining to be paid after the last day of the
preceding calendar quarter, except that the final quarterly installment shall be
equal to the remaining balance in the Participant's Account.
7.2.5 SMALL ACCOUNT BALANCES. Notwithstanding any other
provision of this Section 7.2, if a Participant's Account balance on his Payment
Eligibility Date is $30,000 or less, such Account balance shall be paid in a
single lump sum.
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8 PRE-DISTRIBUTION DEATH BENEFIT.
8.1 Amount of Benefit. The Company shall own and maintain one or
more life insurance policies on the life of each Insurable Participant
(collectively, the "Policy") each with a death benefit no less than the death
benefit payable under this Section 8.1. 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 the Policy, any deferral elections
made by the employee pursuant to Article 4 hereof shall be void. 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 Payment Eligibility Date, his Beneficiary shall receive
directly from the insurance company issuing the Policy in a single lump sum an
amount equal the lesser of (1) or (2):
(1) the greatest of (i) the amount of insurance coverage in effect on
December 31, 1998, if applicable, (ii) the Participant's Account
balance as of a relevant time or (iii) $1,000,000; or
(2) the greater 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 Other Rules.
8.2.1 REDUCTION OF ACCOUNT BALANCE. Notwithstanding anything
contained herein to the contrary, any benefits otherwise payable with respect to
an Insurable Participant under this Plan shall be reduced by the value of
benefits received by the Insurable Participant's Beneficiary under the Policy.
8.2.2 DEATH ON OR AFTER PAYMENT ELIGIBILITY DATE. If an
Insurable Participant shall die on or after his Payment Eligibility Date, his
Beneficiary shall receive no benefits under the Policy and any death benefits
thereunder shall be paid to the Company.
8.2.3 EFFECT OF ACCOUNT DISTRIBUTION PRIOR TO PAYMENT
ELIGIBILITY DATE. If an Insurable Participant receives a distribution pursuant
to Section 7.1.2, for purposes of Section 8.1.1, the first twelve months in
which he receives allocations to his Account shall be deemed to be the first
Plan Year after such distribution in which he receives allocations under Section
5.1 or 5.2 and, for purposes of Section 8.1.2, the Insurable Participant's
Account shall include only amounts allocated to the Insurable Participant's
Account following such distribution and prior to his date of death.
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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
Beneficiary shall receive only the balance in the Participant's Account as of
the Participant's Payment Eligibility Date.
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 (as set forth in Section 2.14) 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 Chief Financial Officer of Teledyne Technologies
Incorporated. 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 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:
o To determine all questions relating to the eligibility of
employees to participate;
o To construe and interpret the terms and provisions of this
Plan;
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o To compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries;
o To maintain all records that may be necessary for the
administration of the Plan;
o 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;
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
o 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 administer such terms and provisions in a uniform and
nondiscriminatory manner and in full accordance with any and all laws applicable
to the Plan.
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 Director
of Human Resources, 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
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Company under any bylaw, agreement or otherwise, as such indemnities are
permitted under applicable law.
9.6 Quarterly Statements. Under procedures established by the
Committee, a Participant shall receive quarterly statements with respect to such
Participant's Account.
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.
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
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 rights to his 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
Personnel and Compensation Committee of the Company's Board of Directors may
amend, modify, suspend or terminate the Plan in whole or in part 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.
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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
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. The Company has
assumed the payment liabilities with respect to Participants in this Plan from
the Prior Plan and indemnified Allegheny Teledyne Incorporated from any and all
payment liabilities with respect to the amount of benefits accrued prior to the
Effective Date.
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.
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EXHIBIT A
BENEFICIARY DESIGNATION
I hereby designate the following individual or entity to receive any
benefits to which I am entitled under the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan if such benefits become payable after my
death:
Name: ......
Address:....
Relationship:
Social Security or Tax Identification Number:
I understand and acknowledge that if I am married on the date of my death and I
have designated above someone other than the individual who is my spouse on the
date of my death, such designation shall not be effective unless my spouse
consents in writing as set forth on the following page in the presence of a
notary.
Date Signature
Printed Name
<PAGE>
SPOUSAL CONSENT TO BENEFICIARY DESIGNATION
I am the spouse of . I hereby consent to the
---------------------
designation made by my spouse of as the beneficiary under
--------------------
the Teledyne Technologies Incorporated Executive Deferred Compensation Plan. I
understand that this consent is valid only with respect to the naming of the
beneficiary indicated on the prior page and that the designation of any other
beneficiary will not be valid unless I consent in writing to such designation.
This consent is being voluntarily given, and no undue influence or
coercion has been exercised in connection with my consent to the designation
made by my spouse of the beneficiary named on the prior page rather than myself
as the beneficiary under the Teledyne Technologies Incorporated Executive
Deferred Compensation Plan.
Date Spouse's Signature
Print Spouse's Name
State of
---------------------------
County of
--------------------------
On (date) before me (name, title) personally
---------------- --------------
appeared (name of spouse)
----------------------------
personally known to me (or)
proved to me on the basis of
satisfactory evidence
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person executed the
instrument.
WITNESS my hand and official seal.
Signature of Notary
<PAGE>
EXHIBIT B
DISTRIBUTION PRIOR TO PAYMENT ELIGIBILITY DATE
Pursuant to Section 7.1.2 of the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan"), I hereby elect to receive
distribution of ninety percent (90%) of my account balance under the Plan within
thirty days of the receipt of this election by the Director of Human Resources
of Teledyne Technologies Incorporated.
I understand and acknowledge that as a result of this election:
1. The balance of my account under the Plan not distributed to me shall
be forfeited to Teledyne Technologies Incorporated;
2. I shall be prohibited from participating in the Plan for the balance
of the Plan Year in which this distribution is made and the following Plan Year;
3. Any deferral elections previously made pursuant to Article 4 of the
Plan shall cease to be effective; and
4. The pre-distribution death benefit provided under the Plan shall
cease to be available to my beneficiary following this distribution. If I resume
participation in the Plan to the extent permitted by the Plan in accordance with
paragraph 2 above, my beneficiary may again be eligible to receive a death
benefit under the Plan but such death benefit shall be computed only with
respect to allocations to my account under the Plan following such distribution
and prior to my date of death.
Date Signature
Printed Name
Received by Teledyne Technologies Incorporated
on
by
<PAGE>
EXHIBIT C
ELECTION OF FORM OF DISTRIBUTION
Pursuant to Section 7.2.3 of the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan"), I hereby notify Teledyne
Technologies Incorporated that instead of receiving distribution of my Account
balance under the Plan in sixty quarterly installments, I hereby elect that my
Account balance under the Plan be paid to me in one of the following forms:
forty quarterly installments;
twenty quarterly installments; or
a single lump sum.
I understand that in order for this election to be effective:
1. This notice must be received by Teledyne Technologies Incorporated,
c/o the Director of Human Resources, 2049 Century Park East, 15th Floor, Los
Angeles, California 90067, at least one year prior to my Payment Eligibility
Date; and
2. My Payment Eligibility Date, as that term is defined in the Plan,
must occur on or after the date as of which I commence to receive a benefit
under a pension plan maintained by Teledyne Technologies Incorporated or a
subsidiary, the date as of which I commence to receive disability benefits under
the long-term disability plan of Teledyne Technologies Incorporated or a
subsidiary, or, if I am not entitled to benefits under the long-term disability
plan of Teledyne Technologies Incorporated or a subsidiary, the date the
Administrative Committee of the Plan determines is the first date I satisfy the
definition of disability set forth in such disability plan.
Date Signature
Printed Name
Received by Teledyne Technologies
Incorporated
on
by
Exhibit 5.1
November 29, 1999
Teledyne Technologies Incorporated.
2049 Century Park East
Los Angeles, California 90067-3101
Ladies and Gentlemen:
We are counsel to Teledyne Technologies Incorporated (the "Company") and
we have acted as counsel for the Company in connection with the preparation of
the Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of the Company's deferred compensation obligations (the
"Deferred Compensation Obligations") and an indeterminate amount of interests of
participation offered pursuant to the Teledyne Technologies Incorporated
Executive Deferred Compensation Plan (the "Plan").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are of the opinion that the Deferred
Compensation Obligations, when issued by the Company in the manner provided
pursuant to the Plan, will be valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Plan,
subject, as to enforcement, (x) to bankruptcy, insolvency, reorganization,
readjustment of debt, arrangement, moratorium, fraudulent conveyance and other
laws of general applicability relating to or affecting creditor's rights
generally, and (y) to general principles of equity, whether such enforcement is
considered in a proceeding at equity or at law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 30, 1999 relating to the
combined financial statements which appear in the Registration Statement on Form
10, as amended (No. 001-15295), of Teledyne Technologies Incorporated filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
November 29,1999
