FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.4

FOURTH AMENDED AND RESTATED

     THIS FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of the 21st day of January, 2009 by and between Teledyne Technologies Incorporated, a Delaware corporation with its executive offices at 1049 Camino Dos Rios, Thousand Oaks, California 91360 (the “Company”), and Dr. Robert Mehrabian, an individual residing at 5388 Baseline Avenue, Santa Ynez, California 93460 (the “Executive”).

RECITALS

     WHEREAS, this Fourth Amended and Restated Employment Agreement is an amendment and restatement of the Third Amended and Restated Employment Agreement entered into as of September 1, 2007;

     WHEREAS, this Fourth Amended and Restated Employment Agreement is entered into primarily to reflect actions of the Personnel and Compensation Committee taken on January 20, 2009, to amend provisions of the Employment Agreement relating to term and termination, as well as to update the Employment Agreement to reflect the Executive’s current base salary and annual incentive plan target percentage.

     NOW, THEREFORE, in consideration of the respective covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:

     1.  Term of Agreement . This Employment Agreement, as amended and restated, shall be effective as of the date first above written and shall continue in effect until December 31, 2009. This Agreement shall automatically renew for successive one year terms unless either party gives the other written notice of its election not to renew at least twelve (12) months before the expiration of the current term or any successive renewal terms. If such notice is given by either party, the Executive may retire on December 31st of the year following the 12 ^th month after receipt of such notice.

     2.  Employment Agreement to Supplement the CIC Agreement. This Employment Agreement, as amended and restated, shall supplement the CIC Agreement and the terms and conditions of this Employment Agreement are not intended to alter or vary the terms and conditions of the Change in Control Severance Agreement dated as of December 21, 1999, as amended as of December 31, 2008 (the “CIC Agreement”). The intention of this Employment Agreement is to memorialize certain terms and conditions of the employment of the Executive which are particular to him and not specified in the CIC Agreement. Except as specifically set forth herein, initially capitalized terms shall have the meaning ascribed thereto under the CIC Agreement which is incorporated herein and made a part hereof as if set forth at length.

     3.  Position and Duties. The Company shall employ Executive and the Executive shall serve as the Chairman, President and Chief Executive Officer of the Company and shall have primary responsibility to manage and direct the day-to-day business of the Company including the generation of income and control of expenses. Subject to the approval of the Board of Directors of the Company, the Executive may serve as a director of charitable organizations and/or for profit corporations which do not compete with the Company or any of its subsidiaries and affiliates. The Company acknowledges that Executive serves as a director of

The Bank of New York Mellon Corporation and PPG Industries, Inc. as of the date hereof and agrees that the Executive may continue to serve as a director of those corporations.

     4.  Compensation . The Executive shall receive the following items of compensation at the rates thereof set forth below.

a. Base Salary. Effective September 1, 2008 and for the remainder of the Term, as it may be extended from time to time, the Company shall pay Executive a base salary at the annualized rate of Eight Hundred Forty Thousand ($840,000) Dollars (“Base Salary”). Base Salary shall be paid periodically in accordance with normal Company payroll practices applicable to executive employees.

b. Participation in Compensation Plans and Programs . In accordance with the respective terms and conditions of the respective plans and programs, the Executive shall be entitled to participate in the following compensation plans and programs: