Teledyne Technologies Incorporated (NYSE:TDY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

*Mr. Reslewic retired from Teledyne on September 7, 2018. His AIP payment reflects a pro-rated award.

(2)The Committee approved the 2019 goals for the AIP cash bonus awards to each of Teledyne’s Named Executive Officers under the Plan. AIP award opportunities are expressed as a percentage of a participant’s base salary and are based on the achievement of pre-defined performance measures, with up to 200% of the target award eligible to be paid in the case of significant over-achievement. The majority of the award is based on Teledyne’s achievement of certain financial performance goals, with a smaller portion tied to the

achievement of pre-established individual goals. Generally, 40% of the awards are tied to the achievement of predetermined levels of operating profit, 25% to the achievement of predetermined levels of revenue, 15% to the achievement of predetermined levels of managed working capital as a percentage of revenue and 20% to the achievement of specified individual performance objectives. In addition, per the Committee’s policy, downward (but not upward) discretionary adjustments are allowed with respect to awards to Named Executive Officers identified in the proxy statement filed in the award year. AIP awards are generally paid from a pool not to exceed 11% of operating profit, subject to modification by the Committee. No AIP bonus will be earned in any year unless operating profit is positive, after accruing for bonus payments, and operating profit is at least 75% of the operating plan, subject in each case to modification by the Committee.

For 2019, subject to the performance measures and discretion of the Committee, as noted above, the following Named Executive Officers identified in Teledyne’s 2018 Proxy Statement are eligible for a target AIP cash bonus based on the following percentage of their annual base salary:

(3) The Committee established a Restricted Stock Award Program under the Plan for key employees, including the Named Executive Officers currently employed by the company. This program provides grants of restricted stock, generally each calendar year, to key employees at an aggregate fair market value equal to a specified percentage of each recipient’s annual base salary as of the date of the grant, unless otherwise determined by the Committee. The percentage of base salary used to determine the amount of the grant is 50% for Dr. Mehrabian, 50% for Mr. Pichelli, 45% for Ms. Main and 45% for Miss Cibik. The restrictions are subject to both a time-based and performance-based component. In general, the restricted period for each grant of restricted stock extends from the date of the grant to the third anniversary of such date, with the restrictions lapsing on the third anniversary. However, unless the Committee determines otherwise, if Teledyne fails to meet certain minimum performance goals for a multi-year performance cycle (typically three years) established by the Committee as applicable to a restricted stock award, then all of the restricted stock is forfeited. If Teledyne achieves the minimum established performance goals, but fails to attain an aggregate level of 50% of the targeted performance goals, then a portion of the restricted stock would be forfeited. The performance goal for 2019 is the price of Teledyne’s common stock as compared to the Russell 1000 Index. In order for a participant to retain the restricted shares, Teledyne’s three-year aggregate return to shareholders (as measured by Teledyne’s stock price) must be at least 35% of the performance of the Russell 1000 Index for the three-year period. If Teledyne’s stock performance is less than 35% of the Russell 1000 Index performance, all restricted shares would be forfeited. If it ranges from 35% to less than 50%, a portion of the restricted shares will be forfeited. If it is 50% or more than 50%, no shares are forfeited and the participant does not receive additional shares.

About Teledyne Technologies Incorporated (NYSE:TDY)

Teledyne Technologies Incorporated provides enabling technologies for industrial markets. The Company caters to a range of markets, which include deepwater oil and gas exploration and production, oceanographic research, and air and water quality environmental monitoring. Its products include monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, and electronic test and measurement equipment. The Company operates through four segments: Instrumentation, which provides monitoring and control instruments for marine, environmental, industrial and other applications; Digital Imaging, which include sensors, cameras and systems, within the visible, infrared, ultraviolet and X-radiation (X-ray) spectra; Aerospace and Defense Electronics, which provides electronic components, subsystems and communications products, and Engineered Systems, which provides systems engineering and integration and technology development.