Terms and Conditions of Stock Option Grant. These Terms and Conditions apply to Stock Options granted on [date], under the Teledyne Technologies Incorporated 2008 Incentive Award Plan. SECTION 1: Definitions Capitalized words used but not defined in below or elsewhere in these Terms and Conditions shall have the meanings ascribed to them in the Plan. Committee—Personnel and Compensation Committee of the Board of Directors of the Company. Common Stock—common stock, $0.01 par value per share, of the Company. Company—Teledyne Technologies Incorporated and its successors. Disability—disability of the Optionee, as determined by the Committee in its sole and absolute discretion. Fair Market Value—the closing price of a share of Common Stock on the New York Stock Exchange on the relevant date or, if the relevant date is not a trading day or no shares of Common Stock were traded on such date, on the next preceding date on which shares of Common Stock were traded on the New York Stock Exchange. Option Period—period of time beginning on and ending on , inclusive of such dates. Option Shares—shares of Common Stock that may be acquired on the exercise of Stock Options. Plan— refers to either of the Teledyne Technologies Incorporated 2008 Incentive Award Plan, as the same may be amended from time to time.
Terms and Conditions of Stock Option Grant. (a) Grant of Option. The Company hereby grants to the Participant named in the Notice of Grant attached as Part I of this Award Agreement (the “Participant”) an option (the “Option”) to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail. If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be treated as a Nonstatutory Stock Option (“NSO”).
Terms and Conditions of Stock Option Grant
