EXHIBIT 10.19
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
February 25, 2003
The parties to this Restricted Stock Award Agreement (this
"Agreement") are Teledyne Technologies Incorporated, a Delaware corporation (the
"Company"), and <><>(the "Executive").
WITNESSETH:
WHEREAS, the Company has adopted the Teledyne Technologies
Incorporated Restricted Stock Award Program (the "Program") for the benefit of
eligible employees of the Company and its subsidiaries;
WHEREAS, the terms and conditions of the Program are set forth in
administrative rules (the "Rules") adopted by the Personnel and Compensation
Committee of the Board of Directors of the Company pursuant to the authority
reserved in Section 3.01 of the Teledyne Technologies Incorporated 2002 Stock
Incentive Plan (the "Plan");
WHEREAS, the Executive has been designated as a participant under
the Program who is eligible to receive a restricted stock grant in the year
2003; and
WHEREAS, to provide an incentive to the Executive to focus on
long-term Company performance, the Company desires to grant shares of the
Company's Common Stock to the Executive subject to certain transfer and
forfeiture restrictions set forth in this Agreement, as well as the provisions
of the Program, which shall lapse upon the third anniversary of the date of this
Agreement (the "Date of Grant") and the attainment of certain Performance Goals
(as defined in Paragraph 1.8(b)) for the Performance Cycle (as defined in
Paragraph 1.8(a));
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. RESTRICTED SHARES
1.1 GRANT OF RESTRICTED SHARES.
(a) As of the Date of Grant, the Company grants to the
Executive <> shares of Common Stock (the "Restricted Shares"), subject to
the restrictions set forth in Paragraph 1.2 of this Agreement, the terms and
conditions of the Program and the other terms and conditions contained in this
Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in
accordance with the terms of this Agreement without forfeiture of the Restricted
Shares, and upon the satisfaction of all other applicable conditions as to the
Restricted Shares, such shares shall no longer be considered Restricted Shares
for purposes of this Agreement.
(b) As soon as practicable after the Date of Grant, the Company
shall direct that a stock certificate or certificates representing the
applicable Restricted Shares be registered in the name of and issued to the
Executive. Such certificate or certificates shall be held in the custody of the
Company or its designee until the expiration of the applicable Restricted Period
(as defined in Paragraph 1.3). On or before the date of execution of this
Agreement, the Executive has delivered to the Company one or more stock powers
endorsed in blank relating to the Restricted Shares.
(c) Each certificate for the Restricted Shares shall bear the
following legend (the "Program Legend"):
The ownership and transferability of this certificate and the shares
of stock represented hereby are subject to the terms and conditions
(including forfeiture) of the Restricted Stock Award Program under
the Teledyne Technologies Incorporated 2002 Stock Incentive Plan and
a Restricted Stock Award Agreement entered into between the
registered owner and Teledyne Technologies Incorporated. Copies of
such Program and Agreement are on file in the offices of Teledyne
Technologies Incorporated, 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000.
In addition, the stock certificate or certificates for the Restricted Shares
shall be subject to such stop-transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations, and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed, and any applicable federal or state securities law,
and the Company may cause a legend or legends to be placed on such certificate
or certificates to make appropriate reference to such restrictions.
(d) As soon as administratively practicable following the expiration
of the Restricted Period without a forfeiture of the Restricted Shares, and upon
the satisfaction of all other applicable conditions as to the Restricted Shares,
including, but not limited to, the payment by the Executive of all applicable
withholding taxes, the Company shall deliver or cause to be delivered to the
Executive a certificate or certificates for the applicable Restricted Shares
which shall not bear the Program Legend.
1.2 RESTRICTIONS.
(a) The Executive shall have all rights and privileges of a
stockholder as to the Restricted Shares, including the right to vote and receive
any dividends or other distributions with respect to the Restricted Shares,
except that the following restrictions shall apply:
(i) the Executive shall not be entitled to delivery of the
certificate or certificates for the Restricted Shares until the
expiration of the Restricted Period without a forfeiture of the
Restricted Shares and upon the satisfaction of all other applicable
conditions;
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(ii) none of the Restricted Shares may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the
Restricted Period (other than by will or the laws of descent and
distribution), except pursuant to rules adopted by the Committee in
accordance with the Program;
(iii) all shares of Common Stock distributed as a dividend or
distribution, if any, with respect to the Restricted Shares prior to
the expiration of the Restricted Period shall be delivered to and
held by the Company and subject to the same restrictions as the
Restricted Shares until the termination of the Restricted Period;
and
(iv) all of the Restricted Shares shall be forfeited and
returned to the Company and all rights of the Executive with respect
to the Restricted Shares shall terminate in their entirety on the
terms and conditions set forth in Paragraph 1.4.
(b) Any attempt to dispose of Restricted Shares or any interest in
the Restricted Shares in a manner contrary to the restrictions set forth in this
Agreement shall be null, void and ineffective.
1.3 RESTRICTED PERIOD AND LAPSE OF RESTRICTIONS. Subject to the provisions
contained in Paragraphs 1.4, 1.6 and 1.7, the restrictions set forth in
Paragraph 1.2 shall apply for a period (the "Restricted Period") beginning on
the Date of Grant and ending on the third anniversary of the Date of Grant;
provided, however, that, subject to the Committee's discretion under Paragraph
1.7, in no event shall the Restricted Period expire prior to the date that the
Committee makes its determinations with respect to the Company's attainment of
the applicable Performance Goals as described in Paragraph 1.4(a).
1.4 FORFEITURE.
(a) If, during the Restricted Period, the Restricted Shares have not
been forfeited under Paragraph 1.4(b) as of the end of the Performance Cycle (as
defined in Paragraph 1.8(b)), Restricted Shares shall be forfeited, on a
proportionate basis as determined by the Committee and as provided below, to
extent the Company's aggregate return to shareholders for the Performance Cycle,
as measured by the Company's Common Stock price, is less than 100% the
performance of the Xxxxxxx 2000 Index for the Performance Cycle; provided,
however, that all of the Restricted Shares shall be forfeited if the Committee
determines that the Company's aggregate return to shareholders for the
Performance Cycle, as measured by the Company's Common Stock price, is not at
least 35% of the performance of the Xxxxxxx 2000 Index for the Performance
Cycle. If the Committee determines that the Company's aggregate return to
shareholders for the Performance Cycle is at least 35% of the performance of the
Xxxxxxx 2000 Index for the Performance Cycle, a portion of the Restricted Shares
shall be forfeited that is equal to (i) the aggregate number of Restricted
Shares reduced by (ii) the quotient of the aggregate number of Restricted Shares
multiplied by the TDY Stock Price-Russell 2000 Percentage (as defined in
Paragraph 1.8(c)) (but not more than 100%) (any fractional share resulting from
this
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clause (ii) calculation shall be rounded up to the next whole share). Except as
provided in Paragraph 1.4(c), any Restricted Shares which are not forfeited
under this Paragraph 1.4(a) shall continue to be subject to the restrictions set
forth in Paragraph 1.2 for the remainder of the Restricted Period.
(b) Subject to Section 6.02(e) of the Rules, if during the
applicable Restricted Period (i) the Executive's employment with the Company and
its subsidiaries terminates for any reason except as otherwise provided in
Paragraph 1.4(c), (ii) there occurs a material breach of this Agreement by the
Executive or (iii) the Executive fails to meet the tax withholding obligations
described in Paragraph 1.5(b), all rights of the Executive to the Restricted
Shares shall terminate immediately and be forfeited in their entirety.
(c) If, during the Restricted Period, the Executive's employment
terminates due to his or her death, disability (as determined in the sole
discretion of the Committee) or retirement pursuant to the retirement policy of
the Company or its applicable subsidiaries prior to the expiration of the
Performance Cycle, the Executive (or the Executive's beneficiaries) shall
continue to hold the Restricted Shares through the expiration of the Performance
Cycle. At that time, the restrictions shall lapse with respect to a portion of
the Restricted Shares equal to (i) the number of Restricted Shares that would
not be subject to forfeiture under Paragraph 1.4(a) had the Executive remained
employed by the Company through the end of the Performance Cycle multiplied by
(ii) a fraction, the numerator of which is the number of full months during
which the Executive was employed by the Company from the beginning of the
Performance Cycle until the date of the Executive's termination of employment
and the denominator of which is the total number of months in the Performance
Cycle (any fractional share resulting from this calculation shall be rounded up
to the next whole share). Any remaining Restricted Shares shall be forfeited as
of the end of the Performance Cycle. If all of the Restricted Shares would have
been forfeited under Paragraph 1.4(a), then all of the Restricted Shares shall
be forfeited under this Paragraph 1.4(c) as of the end of the Performance Cycle.
(d) In the event of any forfeiture under this Paragraph 1.4, the
certificate or certificates representing the forfeited Restricted Shares shall
be cancelled to the extent of any Restricted Shares that were forfeited.
1.5 WITHHOLDING.
(a) The Committee shall determine the amount of any withholding or
other tax required by law to be withheld or paid by the Company with respect to
any income recognized by the Executive with respect to the Restricted Shares.
(b) If the Executive timely files an election under Section 83(b) of
the Internal Revenue Code and in accordance with Treasury Regulation Section
1.83-2 with respect to the Restricted Shares, the Executive shall meet the
applicable tax withholding obligation by paying the appropriate amount in cash
to the Company. If the Executive fails to meet this tax withholding obligation
to the satisfaction of the Company on or before the date the Executive files his
or her election under Section 83(b), all rights of the Executive to the
Restricted Shares shall forthwith terminate and be forfeited in their entirety.
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(c) If the Executive does not file an election under Section 83(b)
of the Internal Revenue Code with respect to the Restricted Shares, the
Executive shall meet the applicable tax withholding obligation by paying the
appropriate amount in cash to the Company or, with the approval of the
Committee, by either (i) having the Company retain a number of Restricted Shares
having a Fair Market Value (as defined below) as of the date of such retention,
or (ii) delivering to the Company a number of previously acquired shares of
Common Stock (other than shares of Common Stock credited to the Executive's
account under a Company sponsored defined contribution plan or shares of Common
Stock subject to outstanding, but unexercised stock options) having a Fair
Market Value determined as of the business day preceding the date of delivery to
the Company, equal to the amount of such withholding obligation. If the
Executive fails to meet this tax withholding obligation to the satisfaction of
the Company on or before the date of the taxable event that gives rise to the
withholding obligation, the withholding obligation shall be met as described in
clause (i) above. For purposes of this Paragraph 1.5(c), "Fair Market Value"
means the average of the composite high and low quoted sales prices of a share
of Common Stock, as reported on the Composite Tape for New York Stock Exchange
Listed Companies, over the 20 business days on which a sale was reported that
immediately precede the applicable date.
(d) The Committee shall be authorized, in its sole discretion, to
establish such rules and procedures relating to the use of shares of Common
Stock to satisfy tax withholding obligations as it deems necessary or
appropriate to facilitate and promote the conformity of the Executive's
transactions under the Program with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended, if such Rule is applicable to transactions by the
Executive.
1.6 CHANGE IN CONTROL. Notwithstanding any provision of this Agreement to
the contrary, in the event of a Change in Control of the Company during the
Restricted Period, all of the Restricted Shares (not otherwise forfeited prior
to the Change in Control) shall vest and the applicable restrictions shall lapse
immediately.
1.7 COMMITTEE'S DISCRETION. Notwithstanding any provision of this
Agreement to the contrary, the Committee shall have discretion under Section
6.02(e) of the Rules to adjust the Performance Cycle or waive the Restricted
Period or any other restrictions or conditions with respect to all or a portion
of the Restricted Shares at any time.
1.8 DEFINED TERMS. Capitalized terms used but not defined in this
Agreement shall have the meanings set forth in the Program or the Plan, as the
case may be. Except as expressly elsewhere in this Agreement, for purposes of
this Agreement, the capitalized terms set forth below shall have the following
meanings:
(a) "Fair Market Value" for the purposes of Paragraph 1.8(e) of this
Agreement means, on any date, the average of the high and low quoted sales
prices of a share of Common Stock, as reported on the Composite Tape for the New
York Stock Exchange Listed Companies on such date or, if there were no sales on
such date, on the last date preceding such date on which a sale was reported.
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(b) "Performance Cycle" shall specifically refer to the period
commencing January 1, 2003 through December 31, 2005, including any adjustments
to such Cycle made by the Committee.
(c) "Performance Goals" shall refer to the goal of the Company's
aggregate return to shareholders, as measured by its Common Stock price, being
equal to or exceeding the performance of the Xxxxxxx 2000 Index during the
Performance Cycle.
(d) "Xxxxxxx 2000 Index Performance" means the quotient of (i) the
Xxxxxxx 2000 Index at December 31, 2005 divided by (ii) the Xxxxxxx 2000 Index
at January 1, 2003.
(e) "TDY Stock Price Performance" shall the quotient of (i) the Fair
Market Value of a share of the Company's Common Stock at December 31, 2005
divided by (ii) the Fair Market Value of a share of the Company's Common Stock
at January 1, 2003.
(f) "TDY Stock Price-Russell 2000 Index Percentage" shall mean the
quotient of (i) the TDY Stock Price Performance divided by (ii) the Xxxxxxx 2000
Index Performance.
2. REPRESENTATION OF THE EXECUTIVE
The Executive hereby represents to the Company that the Executive has read
and fully understands the provisions of this Agreement and the Program and his
or her decision to participate in the Program is completely voluntary.
3. NOTICES
All notices or communications under this Agreement shall be in
writing, addressed as follows:
To the Company:
Teledyne Technologies Incorporated
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Senior Vice President, General Counsel and Secretary
To the Executive:
<><>
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Any such notice or communication shall be (a) delivered by hand (with written
confirmation of receipt) or sent by a nationally recognized overnight delivery
service (receipt requested) or (b) be sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above (or
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to such other address as such party may designate in writing from time to time),
and the actual date of receipt shall determine the time at which notice was
given.
4. ASSIGNMENT; BINDING AGREEMENT
This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of the Executive and the assigns and successors of the
Company, but neither this Agreement nor any rights hereunder shall be assignable
or otherwise subject to hypothecation by the Executive.
5. ENTIRE AGREEMENT; AMENDMENT; TERMINATION
This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof. The provisions of the Plan and the Rules
are incorporated in this Agreement in their entirety. In the event of any
conflict between the provisions of this Agreement and the Plan or the Rules, the
provisions of the Plan or the Rules, as the case may be, shall control. The
Agreement may be amended at any time by written agreement of the parties hereto;
provided, however, that the Committee shall have the authority to amend this
Agreement in any respect that it deems appropriate in its sole discretion.
6. GOVERNING LAW
This Agreement and its validity, interpretation, performance and
enforcement shall be governed by the laws of the State of Delaware other than
the conflict of laws provisions of such laws.
7. SEVERABILITY
If, for any reason, any provision of this Agreement is held to be
prohibited or invalid, such invalidity shall not affect any other provision of
this Agreement not held so invalid, but such provision shall be deemed amended
to accomplish the objectives of such provision as originally written to the
fullest extent permitted by law, and each such other provision shall to the full
extent consistent with law continue in full force and effect. If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect the rest of such provision not held so invalid, and the rest of such
provision, together with all other provisions of this Agreement, shall to the
full extent consistent with law continue in full force and effect.
8. NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS
This Agreement shall not confer upon the Executive any right with
respect to continuance of employment by the Company or its subsidiaries or
continuance of participation under the Program, nor shall it interfere in any
way with the right of the Company and its subsidiaries to terminate the
Executive's employment at any time. Income realized by the Executive pursuant to
this Agreement shall not be included in the determination of benefits under any
benefit plan of the Company in which the
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Executive may be enrolled or for which the Executive may become eligible unless
otherwise specifically determined by resolution of the Board. Participation in
the Program during the Performance Cycle or Restricted Period shall not entitle
the Executive to participate in the Program during any other Performance Cycle
or Restricted Period.
9. NO STRICT CONSTRUCTION
No rule of strict construction shall be implied against the Company,
the Committee or any other person in the interpretation of any of the terms of
the Program, this Agreement or any rule or procedure established by the
Committee.
10. USE OF THE WORD "EXECUTIVE"
Wherever the word "Executive" is used in any provision of this
Agreement under circumstances where the provision should logically be construed
to apply to the executors, the administrators, or the person or persons to whom
the Restricted Shares may be transferred by will or the laws of descent and
distribution, the word "Executive" shall be deemed to include such person or
persons.
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11. FURTHER ASSURANCES
The Executive agrees, upon demand of the Company or the Committee,
to do all acts and execute, deliver and perform all additional documents,
instruments and agreements (including, without limitation, stock powers with
respect to shares of Common Stock issued as a dividend or distribution on
Restricted Shares) which may be reasonably required by the Company or the
Committee, as the case may be, to implement the provisions and purposes of this
Agreement and the Program.
IN WITNESS WHEREOF, the parties have duly executed this Agreement,
as of the day and year first above written.
TELEDYNE TECHNOLOGIES INCORPORATED
By:
-----------------------------------
Title:
-----------------------------------
Chairman, President and Chief
Executive Officer
EXECUTIVE
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