AMENDMENT TO
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AMENDMENT TO
CHANGE IN CONTROL AGREEMENT (“Amendment”) is entered
into as of the 31 st day of December, 2008 (the “Effective
Date”), by and between Teledyne Technologies Incorporated, a
Delaware corporation (hereinafter referred to as the
“Company”), and __________________, an individual
residing at the address set forth on the signature page of this
Agreement (the “Executive”).
WHEREAS, the Board
of Directors of the Company (the “Board”) approved the
Company entering into an agreement in [_______] between the Company
and the Executive providing for certain severance protection for
the Executive following a Change in Control (the “Change in
Control Agreement”) for the purposes stated in the Change in
Control Agreement;
WHEREAS,
subsequent to the effective date of the Change in Control
Agreement, Section 409A was added to the Code and regulations
under section 409A of the Code were published and became effective
which could cause adverse tax consequences to the Executive if
severance payments are made under the Change in Control Agreement
in its current form; and
WHEREAS, by this
Amendment, the Company and the Executive intend to cause the Change
in Control Agreement, as amended hereby, to comply with
Section 409A of the Code.
NOW, THEREFORE, to
assure that Section 409A of the Code and the regulations
published thereunder shall not cause the Executive to be subject to
an additional 20% federal income tax on amounts paid under the
Change in Control Agreement, to induce the Executive to remain in
the employ of the Company, and for good and valuable consideration
and the mutual covenants set forth herein, the Company and the
Executive, intending to be legally bound, agree as
follows:
The initially
capitalized terms in the Change in Control Agreement shall have the
meanings ascribed thereto in this Amendment and those definitions
shall be supplemented by the following terms and shall have the
meanings set forth below when the initial letter of the word or
abbreviation is capitalized:
(a)
“409A Payment Date” shall mean the date which is six
months and one day after the Effective Date of Termination. In no
event shall the 409A Payment Date be after the later of (i) the
last day of the calendar year in which such six-month dates occurs
or (ii) 2 1 / 2
