TELEDYNE TECHNOLOGIES INCORPORATED STOCK OPTION AGREEMENT [date]
Exhibit 10.1
Teledyne Technologies Incorporated (the “Company”) and the stock option recipient named below
(the “Optionee”) enter into this Stock Option Agreement effective as of [date].
Optionee: «FirstName» «LastName»
WHEREAS, the Company desires to induce Optionee to remain a key employee of the Company by
granting the stock option evidenced by this Stock Option Agreement to the Optionee pursuant to the
Teledyne Technologies Incorporated 2008 Incentive Award Plan, as the same may be amended from time
to time (the “Plan”) and Optionee, having read and understood this Stock Option Agreement and the
attached Terms and Conditions of Stock Option Grant incorporated herein by reference, is willing to
enter into this Stock Option Agreement.
NOW THEREFORE, in consideration of the covenants and agreements contained herein, and
intending to be legally bound, the parties hereto agree as follows:
Subject to the Plan and the Terms and Conditions of Stock Option Grant attached hereto and
incorporated herein by reference, by which the Optionee agrees to be bound, the Company grants to
Optionee the right and option to purchase shares of Common Stock as follows:
Number of shares subject to option granted:
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«Grant» | |||
Exercise price:
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$ | |||
Expiration date: |
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Vesting schedule during continued
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One-third (1/3rd) on | |||
employment:
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Additional one-third (1/3rd) on | |||
| Remaining one-third (1/3rd) on | ||||
IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement effective the day
and year first above written.
| TELEDYNE TECHNOLOGIES INCORPORATED |
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| By: | 
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| Xxxx X. Xxxxxx | ||||
| Executive Vice President, General Counsel and Secretary | ||||
WITNESS: |
OPTIONEE: |
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Teledyne Technologies Incorporated
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.
[date]
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.
Retirement—shall mean early or normal retirement under a
pension plan or arrangement of the Company or one of its
Subsidiaries in which the Optionee participates. For
purposes of the Plan, the Committee interprets retirement to
mean termination of employment with the Company or one of its
Subsidiaries after the Optionee attains the age of 55.
Stock Options—nonqualified stock options to purchase shares of Common Stock evidenced by the
Stock Option Agreement. The Stock Options are not intended to be incentive stock options
within the meaning of Section 422 of the Internal Revenue Code.
Stock Option Agreement—the agreement between the Company and Optionee evidencing the grant of
Stock Options pursuant to one of the Plans and Optionee’s acceptance of Stock Options on the
Terms and Conditions set forth herein.
Subsidiary—direct or indirect subsidiary of the Company within the meaning of Section 424(f) of the
Internal Revenue Code.
Termination of Employment—voluntary or involuntary
termination of the Optionee’s employment with the Company or
a Subsidiary for any reason, including death, Disability,
Retirement or as the result of the divestiture of the
Optionee’s employer or similar transaction in which the Optionee’s employer ceases to be the
Company or one of its Subsidiaries.
SECTION 2: Vesting
2.1 The Stock Options shall become exercisable cumulatively in accordance with the
vesting schedule set forth in the Stock Option Agreement (rounded down to the nearest whole share).
On the death of the Optionee, all Stock Options shall become immediately and fully exercisable.
Vesting of the Stock Options will be accelerated in
full on a Change of Control in accordance with the provisions of the Plan.
2.2 The Committee, in its sole discretion, shall have the right (but shall not in any case be
obligated), exercisable at any time after the date of grant, to vest the Stock Options, in whole or
in part, prior to the time the Stock Options would otherwise vest under the terms of the Stock
Option Agreement. The Committee is not obligated to exercise its discretion in any particular
circumstance and is not obligated to make the same or similar determinations with respect to
similarly situated participants in the Plan.
SECTION 3: Exercise and Withholding
3.1 The Optionee shall exercise the Stock Options through BNY Mellon Shareowner Services
either by contacting a customer service representative via telephone at (000) 000-0000, or via the
internet, located on the Web at xxxxx://xxx.xxxxxxxxx.xxx/xxxxxxxxxx/xxxxxxxxx. The Company
reserves the right to change the means of exercising options or the option administration at any
time. The Optionee shall pay the full exercise price by: (a) delivering funds to BNY Mellon
Shareowner Services in the form of cash or a check payable to the “Teledyne ESOP”; (b) delivering
to BNY Mellon Shareowner Services one or more certificates for shares of Common Stock, together
with a stock power executed in blank, having a Fair Market Value equal to the exercise price for
the Stock Options being exercised; (c) delivering a combination of cash and Common Stock; or (d) at
the Company’s discretion and subject to certain conditions, delivering payment to BNY Mellon
Shareowner Services in accordance with a “cashless exercise” or “same-day sale” exercise program.
Shares of Common Stock delivered or withheld in payment of the exercise price of the Stock Options
shall be valued at their Fair Market Value on the date of exercise.
3.2 BNY Mellon Shareowner Services, on behalf of the Company, shall be entitled to withhold (or
secure payment from the Optionee in lieu of withholding) the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect to any Option Shares under rules
prescribed by the Committee. The Company may defer issuance of shares of Common Stock upon
exercise unless indemnified to its satisfaction with respect to any such tax. The amount of such
withholding or tax payment shall be determined by the Committee or its designee. The Optionee
shall have the right to elect to meet the Optionee’s withholding requirement (a) by having withheld
from the shares issuable upon the exercise of the Stock Options at the appropriate time that number
of shares of Common Stock, rounded up to the next whole share, whose Fair Market Value is equal to
the minimum amount of withholding taxes due, (b) by direct payment to BNY Mellon Shareholder
Services of the amount of any taxes required
to be withheld with respect to such exercise, or (c)
by a combination of shares and cash. If the Optionee is a statutory insider of the Company for the
purposes of Section 16 of the Securities Exchange Act of 1934, the Committee may impose such
limitations and restrictions as it deems necessary or appropriate with respect to the delivery or
withholding of shares of Common Stock to meet tax withholding obligations.
3.3 As soon as practicable after each exercise of Stock Options and compliance by the Optionee with
all applicable conditions, including, but not limited to, the satisfaction of all withholding
obligations, the Company will mail or cause to be delivered or electronically transmitted to the
Optionee, at the address specified by the Optionee in writing, the number of shares of Common Stock
which the Optionee shall be entitled to receive (subject to reduction for withholding, if any, as
provided in Section 3.2) upon such exercise under the provisions of the Stock Option Agreement.
Such shares, and any certificates issued to evidence such shares, shall be registered in the name
of the Optionee or such other person or entity as the Optionee shall specify at the time such Stock
Options are exercised.
3.4
The exercise of Stock Options is subject to the Company’s Xxxxxxx Xxxxxxx Policy.
SECTION 4: Termination of Employment
4.1 In the event of Termination of Employment of the Optionee other than by reason of
death, Disability, or Retirement, the right of the Optionee to exercise the Stock Options that
the Optionee was entitled to exercise upon Termination of Employment shall terminate on the
30th day (or, if such day is not a business day, the next business day) after the date of such
Termination of Employment, but in no event may such Stock Options be exercised after the
expiration of the Option Period. To the extent the right to exercise all or any of the Stock
Options has not vested as of the date of Termination of Employment, such right shall expire on
the date of Termination of Employment.
4.2 In the event of an Optionee’s Termination of Employment by reason of Disability, the Stock
Options shall continue to vest in accordance with the schedule set forth in the Stock Option
Agreement and the right of the Optionee to exercise the Stock Options shall continue, but in no
event may such Stock Options be exercised after the expiration of the Option Period.
4.3 In the event of an Optionee’s Termination of Employment by reason of Retirement, the right of
the Optionee to exercise the vested Stock Options shall continue, but in no event may such vested
Stock Options be exercised after the expiration of the Option Period. Any unvested Stock Options
are forfeited upon Retirement.
4.4 In the event of the death of the Optionee, all outstanding Stock Options shall vest in full and
the right of the Optionee’s beneficiary (as defined in the Plan) to exercise the Stock Options
shall terminate upon the expiration of twelve months from the date of the Optionee’s death, but in
no event may such Stock Options be exercised after the expiration of the Option Period.
4.5 In the event of Termination of Employment, the Committee, in its sole discretion, shall have
the right (but shall not in any case be obligated), exercisable on or any time after the date of
grant of the Stock Options, to permit the Stock Options to be exercised, in whole or in part, after
the expiration date described in Section 4.1 or Section 4.4, but not after the expiration of the
Option Period.
SECTION 5: Miscellaneous
5.1 The number and kind of Option Shares issuable upon the exercise of the Stock Options and
the exercise price for such shares shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the shares issuable upon the exercise of the
Stock Options as set forth in the Plan. In the event of a Change in Control (as defined in the
Plan), each outstanding Option shall be assumed or an equivalent Option substituted by the
successor corporation or a parent or subsidiary of the successor corporation. In the event that
the successor corporation refuses to assume or substitute for the Option, the Committee may cause
any or all of such Options to become fully exercisable immediately prior to the consummation of
such transaction and all forfeiture restrictions on any or all of such Options to lapse. If an
Option is exercisable in lieu of assumption or substitution in the event of a Change in Control,
the Committee shall notify the Optionee that the Option shall be fully exercisable beginning prior
to the Change in Control contingent on the occurrence of the Change in Control, and the Option
shall terminate on the Change in Control. An Option shall be considered assumed if, following the
Change in Control, the Option confers the right to purchase or receive, for each share of Common
Stock subject to the Option immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control by holders of
Common Stock for each share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares); provided, however, that if such consideration received in
the Change in Control was not solely common stock of the successor corporation or its parent, the
Committee may, with the consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each share of Common Stock subject to an Option, to
be solely common stock of the successor corporation or its parent equal in fair market value to the
per share consideration received by holders of Common Stock in the Change in Control.
5.2 Whenever the word “Optionee” is used in any provision of the Stock Option Agreement under
circumstances where the provision should logically be construed to apply to the executors, the
administrators, or the person or persons to whom the Stock Options may be transferred by will or by
the laws of descent and distribution or pursuant to Section 5.3 hereof, the word “Optionee” shall
be deemed to include such person or persons.
5.3 The Stock Options granted hereunder are not transferable by the Optionee otherwise than by will
or the laws of descent and distribution and are exercisable during the Optionee’s lifetime only by
the Optionee, except that the Stock Options may be transferred by the Optionee, without payment of
consideration, to immediate family members or to trusts or partnerships for such family members,
provided that if so transferred, the Options shall not be transferable by the transferee. Except
as provided in this paragraph, no assignment or transfer of the Stock Options granted hereunder, or
of the rights represented thereby, whether voluntary or involuntary, by the operation of law or
otherwise (except by will or the laws of descent and distribution or to such immediate family
members or to such trusts or partnerships for such family members) shall vest in the assignee or
transferee any interest or right herein whatsoever, but immediately upon any such assignment or
transfer the Stock Options shall terminate and become of no further effect.
5.4 The Optionee shall not be deemed for any purpose to be a stockholder of the Company in respect
of any shares as to which the Stock Options evidenced hereby shall not have been exercised, as
herein provided, until such shares have been issued to Optionee by the Company hereunder.
5.5 The existence of the Stock Options shall not affect in any way the right or the power of the
Company or its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company’s capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.
5.6 Notwithstanding any other provision hereof, the Optionee hereby agrees that the Optionee will
not exercise the Stock Options, and that the Company will not be obligated to issue any shares to
the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a
violation by the Optionee or the Company of any provision of any law or regulation of any
governmental authority. Any determination in
this connection by the Committee shall be final, binding and conclusive. The Company shall in no
event be obligated to register any securities pursuant to the Securities Act of 1933 (as in the
same shall be in effect from time to time) or to take any other affirmative action in order to
cause the exercise of the Stock Options or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority.
5.7 The Optionee shall deliver to the Committee, upon demand by the Committee, at the time of
delivery of Option Shares acquired pursuant to Stock Options evidenced hereby, a written
representation that the shares to be acquired are to be acquired for investment and not for resale
or with a view to the distribution thereof. Upon such demand, delivery of such representation
prior to delivery of any such shares shall be a condition precedent to the right of Optionee to
receive any shares. All certificates for Option Shares delivered under the Plan shall be subject
to such restrictions as the Committee may deem advisable under any applicable federal or state
securities law, and the Committee may cause a legend or legends to be endorsed on any such
certificates making appropriate reference to such restrictions.
5.8 No amounts of income received by an Optionee pursuant to the Stock Option Agreement shall be
considered compensation for purposes of any pension or retirement plan, insurance plan or any other
employee benefit plan of the Company or any of its affiliates, unless otherwise expressly provided
in such plan.
5.9 Nothing in the Plan or in the Stock Option Agreement shall confer upon the Optionee the right
to continue in the employ of the Company or any Subsidiary or affect any right that the Company or
a Subsidiary may have to terminate the employment of the Optionee.
5.10 The Board may at any time terminate the Plan or any part thereof and may, from time to time,
amend the Plan as it may deem advisable; provided, however, the termination or amendment of the
Plan shall not, without the consent of the Optionee, adversely affect the Optionee’s rights under
the Stock Option Agreement.
5.11 Every notice or other communication relating to the Stock Option Agreement shall be in writing
and shall be mailed or delivered to the party for whom it is intended at such address as may from
time to time be designated by the party in a notice mailed or delivered to the other party as
herein provided; provided however, that unless and until some other address be so designated, all
notices or communications by Optionee to the Company shall be mailed, faxed or delivered to Company
at its executive offices directed to the attention of Executive Vice President, General Counsel and
Secretary, or his designee, and all notices or communications by the Company to the Optionee may be
given to the Optionee personally or may be mailed or delivered to the Optionee at the address
printed by the Optionee on the Stock Option Agreement unless the Optionee, in writing, provides the
Company with a different address.
5.12 Nothing in the Stock Option Agreement, these Terms and Conditions or otherwise shall obligate
the Committee to vest any of the Stock Options, or to permit the Stock Options to be exercised
other than in accordance with the terms hereof or to grant any waivers of the terms of the Stock
Option Agreement, regardless of what actions the Company, the Board or the Committee may take or
waivers the Company, the Board or the Committee may grant under the terms of or with respect to any
stock options now or hereafter granted to the Optionee or any other person.
5.13 The terms of the Plan shall govern the Stock Option Agreement and the Stock Options. In the
event any provisions of the Stock Option Agreement or the Stock Options shall conflict with any
term in the Plan as constituted on the date of the Stock Option Agreement, the term in the Plan as
constituted on the date of the Stock Option Agreement shall control. Except as set forth in the
Plan, the terms of the Stock Options may not be changed so as to materially decrease the value of
the Stock Options without the express approval of the Optionee.
5.14 No rule of strict construction shall be implied against the Company, the Committee or any
other person in the interpretation of the Stock Option Agreement, including these Terms and
Conditions, or the Stock Options or any rule or procedure established by the Committee.
5.15 Wherever possible, the Stock Option Agreement, including these Terms and Conditions, and the
Stock Options shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of thereof shall be held to be prohibited by or invalid under applicable
law, then (a) such provision
shall be deemed amended to accomplish the objectives of the provision as originally written to the
fullest extent permitted by law and (b) all other provisions of the Stock Option Agreement,
including these Terms and Conditions, and the Stock Options shall remain in full force and effect.
5.16 The Stock Option Agreement shall be governed by the laws of the State of Delaware applicable
to agreements made and performed wholly within the State of Delaware (regardless of the laws that
might otherwise govern under applicable conflicts of law principles).
5.17 The Stock Option Agreement, including these Terms and Conditions, sets forth a complete
understanding between the parties with respect to its subject matter and supersedes all prior and
contemporaneous agreements and understandings with respect thereto. Except as expressly set forth
in the Stock Option Agreement, the Company makes no representations, warranties or covenants with
the Optionee with respect to the Stock Option Agreement or its subject matter, including with
respect to the current or future value of the shares subject to the Stock Options. Any
modification, amendment or waiver to the Stock Option Agreement will be effective only if it is in
writing signed by the Company and the Optionee. The failure of any party to enforce at any time
any provision of the Stock Option Agreement shall not be construed to be a waiver of that or any
other provision of the Stock Option Agreement.
5.18 The Stock Option Agreement may be executed by the Company by facsimile signature. The Stock
Options will be subject to these terms and conditions and the Plan whether or not this Stock Option
Agreement is executed by you or the Company.
