| Delaware | 1-15295 | 25-1843385 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| incorporation) |
| 12333 West Olympic Boulevard | 90064-1021 | |||
| Los Angeles, California | (Zip Code) | |||
| (Address of principal executive offices) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) |
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 2.02 Results of Operations and Financial Condition | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Ex-10.1 | ||||||||
| Ex-99.1 | ||||||||
| a) | Approved a Second Amended and Restated Employment Agreement with Dr. Robert Mehrabian, the Company’s Chairman, President and Chief Executive Officer, which amends the Amended and Restated Employment Agreement with Dr. Mehrabian dated April 25, 2001. The Second Amended and Restated Employment Agreement primarily reflects changes triggered by Section 409A of the Internal Revenue Code relating to deferred compensation plans. It also updates Dr. Mehrabian’s current salary, as well as dates and addresses. |
| b) | Authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards to each of the Company’s Named Executive Officers with respect to the fiscal year ended January 1, 2006. 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 accounts receivable and inventory as a percentage of revenue and 20% to the achievement of specified individual performance objectives. These predetermined levels may vary by business unit. In addition, a discretionary adjustment of plus or minus 20% is allowed, although aggregate upward adjustments will not exceed 5%. AIP awards are generally from a pool equal to 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. |
| The following table sets forth the current rate of base salary for the Named Executives and the AIP cash bonus payments for the year ended January 1, 2006, reflecting favorable 2005 operating results: |
| BASE | 2005 CASH | |||||||||
| NAME | POSITION | SALARY* | BONUS | |||||||
Robert Mehrabian
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Chairman, President and Chief Executive Officer | $ | 700,003 | $ | 1,200,000 | |||||
John T. Kuelbs
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Executive Vice President, General Counsel and Secretary | $ | 369,054 | $ | 391,638 | |||||
Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer | $ | 340,018 | $ | 360,824 | |||||
James M. Link
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President, Teledyne Brown Engineering, Inc. | $ | 291,909 | $ | 199,900 | |||||
Aldo Pichelli
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Senior Vice President and Chief Operating Officer, Electronic and Communications Segment | $ | 268,798 | $ | 197,179 | |||||
| * | Effective September 1, 2005. |
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| c) | Approved the 2006 goals for the Annual Incentive Plan (“AIP”) cash bonus awards to each of the Company’s Named Executive Officers. AIP awards for 2006 are to be based on the same financial and non-financial measures described above for the fiscal year ended January 1, 2006. | ||
| For 2006, subject to the performance measures and discretion of the Committee, as noted above, the Named Executives are eligible for an AIP cash bonus based on the following percentage of their annual base salary: |
| 2006 AIP AWARD | ||||||
| ELIGIBILITY | ||||||
| NAME | POSITION | AS A % OF SALARY | ||||
Robert Mehrabian
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Chairman, President and Chief Executive Officer | 80 | % | |||
John T. Kuelbs
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Executive Vice President, General Counsel and Secretary | 60 | % | |||
Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer | 60 | % | |||
James M. Link
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President, Teledyne Brown Engineering, Inc. | 45 | % | |||
Aldo Pichelli
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Senior Vice President and Chief Operating Officer, Electronic and Communications Segment | 45 | % | |||
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| TELEDYNE TECHNOLOGIES INCORPORATED | ||||||
| By: | /s/ Dale A. Schnittjer | |||||
| Senior Vice President and Chief Financial Officer | ||||||
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