TELEDYNE TECHNOLOGIES INCORPORATED EXECUTIVE DEFERRED COMPENSATION PLAN

Exhibit 10.1

TELEDYNE TECHNOLOGIES INCORPORATED

EXECUTIVE DEFERRED COMPENSATION PLAN

As effective as of November 29, 1999 as
Amended and Restated as of December 31, 2004.

1    Purpose . The Teledyne Technologies Incorporated Executive Deferred Compensation Plan, formerly known as the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan which in turn was the successor to the Teledyne, Inc. Executive Deferred Compensation Plan, is an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Effective for benefits accrued after December 31, 2004, the Plan was amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) by (i) grandfathering all benefits accrued prior to January 1, 2005 under the rules in effect under the Plan prior to the 2004 amendment and restatement and (ii) complying the election and repayment provisions for benefits accrued on or after January 1, 2005 to comply with Section 409A of the Code.

2    Definitions .

     2.1 “Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with (1) the portion of the Participant’s Salary that he elects to defer, (2) the portion of the Participant’s Bonus that he elects to defer, (3) portions of the Participant’s account balance under the Prior Plan and (4) earnings on such amounts. Effective for benefits accrued on and after January 1, 2005, the Administrator shall keep separate subaccounts for benefits accrued prior to January 1, 2005 and benefits accrued on and after January 1, 2005.

     2.2 “Beneficiary” shall mean the Participant’s spouse or, if the Participant has no spouse or the spouse consents in writing in the presence of a notary public, the person or persons, trustee, or other legal entity or entities last designated by the Participant on a form approved for such purpose to receive the benefits specified hereunder in the event of the Participant’s death. If the Participant has not designated a beneficiary or if no person designated as a beneficiary survives the Participant, the payment of the Participant’s benefits under this Plan following his death shall be made (a) to the Participant’s spouse, if living, (b) if his spouse is not then living, to his then living issue by right of representation, (c) if neither his spouse nor his issue are then living, to his then living parents, or (d) if none of the above are then living, to his estate. Notwithstanding the foregoing, the Beneficiary of an Insurable Participant under the Plan must be the same as the beneficiary designated with respect to the benefit provided under Article 8 hereof if the Insurable Participant dies prior to his Payment Eligibility Date.

     2.3 “Bonus” shall mean the award or awards payable (i) under the Teledyne Technologies Incorporated Annual Incentive Plan (or the comparable annual incentive plan of a subsidiary, if applicable, and any predecessor or successor program to any such annual incentive plan) or (ii) as a special bonus under a written employment agreement between the Company or a subsidiary and a Participant.

     2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended.

     2.5 “Committee” shall mean the administrative committee appointed pursuant to Section 9.1 of the Plan.

     2.6 “Company” shall mean Teledyne Technologies Incorporated, a Delaware corporation, and any corporation which is a member of a controlled group of corporations that includes the Corporation (within the meaning of Code Section 414(c)) of the Code, unless the context requires otherwise.

     2.7 “Compensation” shall mean the Salary and Bonus paid by the Company to a Participant.

     2.8 “Disability” shall mean, with respect to a Member, any medically determinable physical or mental impairment that can be expected to result in death or be expected to last for a continuous period of not less than 12 months, by reason of which:

     2.9 “Effective Date” shall mean November 29, 1999 and as amended and restated December 31, 2004.

     2.10 “Eligible Employee” shall mean:

     2.10.1 For a Plan Year other than the Plan Years described in Sections 2.11.2, 2.11.3 and 2.11.4, each employee of the Company who: (a) as of December 1 of the preceding Plan Year holds the title of president of an operating company; or (b) received Compensation during the preceding Plan Year at least equal to $100,000.

     2.10.2 For the first Plan Year of the Plan, each employee of the Company who: (a) as of the Effective Date holds the title of president of an operating company; or (b) for employees of Teledyne, Inc. who were participants in the Plan prior to July 9, 1998, received or is expected to receive Compensation during the applicable calendar year at least equal to the amount specified in Section 414(q)(1)(B) of the Code, as such amount is adjusted for such calendar year by the Secretary of the Treasury for increases in the cost of living.

     2.10.3 For any Plan Year beginning after the Effective Date which includes an employee’s date of hire, each employee of the Company who: (a) as of the employee’s date of hire holds the title of president of an operating company; or (b) receives Compensation during such Plan Year at least equal to $100,000. For purposes of this Section 2.11.4 only, Compensation shall include Salary that would be paid if the employee’s Salary were paid for the full Plan Year, and shall include a Bonus, if any, that would have been paid at 100% of the target bonus amount for performance during said Plan Year.

     2.11 “Fund” or “Funds” shall mean one or more of the mutual funds, investment portfolios or contracts selected by the Committee pursuant to Section 4.2.2.

     2.12 “Initial Election Period” shall mean the first thirty days after the 10 ^th day of the month next following the date of hire.

     2.13 “Insurable Participant” shall mean a Participant who satisfies underwriting standards for the issuance of life insurance determined by the insurance company selected by the Company to provide the pre-distribution death benefit described in Article 8.

     2.14 “Interest Rate” shall mean, for each Fund, an amount equal to the net rate, expressed as a percent, of gain or loss on the assets of such Fund during a month, reduced for calendar years beginning before December 31, 1998, with respect to Funds selected by Insurable Participants, by .0833 percent. If a Participant satisfied the definition of an Insurable Participant (as set forth in Section 2.14) prior to December 31, 1998 but at the time he becomes a Participant, but fails to satisfy such definition thereafter, the .0833 percent reduction described in the preceding sentence shall apply only to that portion of the net rate of gain or loss credited to the Participant’s Account as:

          (1) the Participant’s Account balance on the last of the month in which such failure occurs bears to

          (2) the Participant’s Account balance on the last day of the month preceding the month for which such gain or loss is allocated.

     Effective January 1, 1999, the Interest Rate shall be, for each Fund, the net rate, expressed as a percent, of gain or loss on the assets of such Fund for the applicable period.

     2.15 “Key Employee” shall mean a Key Employee as determined under Section 416(i) of the Code (determined without regard to subsection 416(i)(5) thereof). Without limiting the foregoing, the term Key Employee shall include (i) an officer of the Employer having annual compensation greater than $130,000 (or such greater amount as may be in effect under Section 416(i)(1)(A)(i) of the Code, (ii) a five percent owner of the Employer (as that term is defined in Section 416(i)(B) of the Code), or (iii) a one percent owner of the Employer (as that term is defined in Section 416(i)(B) of the Code) at any time during the twelve (12) month period ending on the January 1 ^st of a relevant year and such person shall continue to be regarded as a Key Employee for the 16 month period following that January 1 ^st .

     2.16 “Participant” shall mean any Eligible Employee who, prior to the Effective Date, has not announced his intention to retire and who (a) elects to defer Compensation in accordance with Section 4.1, or (b) has an account balance under the Prior Plan.

     2.17 “Payment Eligibility Date” shall mean the date selected by an Eligible Employee on his or her Deferred Election form with respect to compensation deferred for a given Plan Year, provided, however, (i) if a distribution is elected for after the applicable of the Participant’s Separation from Service or death, the Participant may choose only from a lump sum or quarterly payments over 5, 10 or 15 years and, with respect to benefits accrued on or after January 1, 2005, beginning no later than three months after the last day of the calendar quarter in which the individual’s Separation from Service occurs and such election must be made prior to the first day of the calendar year in which the benefits are accrued and (ii) if a distribution is elected for prior to the applicable of the Participant’s Separation from Service or death, such election may not be

made for a date before the end of the Plan Year which is three calendar years after the end of the Plan Year for which such election is made. In the event no election is made, the Payment Eligibility Date shall be made in a lump sum two and one half months after the end of the calendar quarter in which a Participant has a Separation from Service or dies. A Participant receiving benefits under the Company’s short-term disability plan or on an approved leave of absence shall not be deemed to have terminated employment (Separation from Employment on or after January 1, 2005) for purposes of the Plan. For benefits accrued on or after January 1, 2005, the payment shall be deferred by six months from Separation from Service for all Participants.

     2.18 “Plan” shall mean the Teledyne Technologies Incorporated Executive Deferred Compensation Plan as set forth herein, or as amended from time to time. The Plan was formerly known as the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan which in turn was the successor plan to the Teledyne, Inc. Executive Deferred Compensation Plan.

     2.19 “Plan Year” shall mean the calendar year, except that the initial Plan Year shall be the period from the Effective Date through December 31, 1999.

     2.20 “Prior Plan” shall mean the nonqualified plan or arrangement maintained by the Company for deferral of bonuses prior to the Effective Date.

     2.21 “Retirement” shall mean the date as of which a Participant commences to receive a benefit under a pension plan maintained by the Company, the date as of which a Participant commences to receive disability benefits under the Company’s long-term disability plan or, in the case of a Participant who is not entitled to benefits under the Company’s long-term disability plan, the date the Committee determines is the first date the Participant satisfies the definition of disability set forth in that plan.

     2.22 “Salary” shall mean the base rate of pay that an employee is entitled to receive for services rendered to the Company.

     2.23 “Separation from Service” shall mean a separation from Service as defined in Section 409A of the Code, including an employee’s death, Disability or retirement or other termination of employment without reasonable anticipation of providing services to the Corporation thereafter.

     2.24 “Specified Employee” shall mean a Key Employee as of the date of the Key Employee’s Separation from Service if the Company is then a publicly held company within the meaning of Section 409A of the Code.

     2.25 “Unforeseen Emergency” shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant which would result in severe financial hardship to the Participant and which itself results from:

     (a) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant;

     (b) a loss of the Participant’s property due to casualty; or

     (c) such other extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant,

all as determined in the discretion of the Committee or its delegate.

     2.26 “Vice President of Human Resources” shall mean the individual appointed to such position or the equivalent position or title by the Company or such other person or title as the Committee may from time to time designate.

3    Participation . An Eligible Employee who, prior to the Effective Date, has not announced his intention to retire shall become a Participant in the Plan on (a) the first day of the first pay period for which he elects to defer a portion of his Compensation in accordance with Section 4.1, or (b) the Effective Date if he has an account balance under the Prior Plan.

4    Deferral Elections .

     4.1 Elections to Defer Compensation . For calendar years beginning on or after January 1, 1999, an Eligible Employee may elect to defer, in increments of 1% and subject to the limitation set forth herein (including the 5% minimum deferral), a portion of his or her Salary and, separately, a portion of his or her Bonus for the calendar year following the calendar year in which a written election, on a form approved by the Vice President of Human Resources or his or her designee, to defer Salary and/or Bonus is delivered to the Vice President of Human Resources or his or her designee. An election to defer Salary shall apply only to Salary and an election to defer Bonus shall apply only to Bonus. Separate elections shall be required for Salary and Bonus deferrals. Each election to defer Salary and/or Bonus shall be effective for only the next succeeding calendar year, shall expire on the last day of the calendar year next following its delivery and shall specify the Participant’s elections as to distribution time and form from among those then permitted under the Plan. No election for either Salary or Bonus may be for less than 5% of the Salary or Bonus payment, respectively, and no election shall exceed an amount which would prevent the Eligible Employee from making required or elected contributions under employee benefit plans or to have required federal, state and local income or payroll tax payments made or such other amounts as determined appropriate by the Committee. An election to defer Salary or Bonus with respect to services rendered during a calendar year must be filed with the Vice President of Human Resources or his or her designee on or before December 1 of the preceding calendar year. For calendar years ending before January 1, 1999, deferrals shall be governed by the Plan as in effect as of that date. All elections shall be in percentages and no election may specify a dollar amount, provided, however, for enrollments prior to 2010, dollar amount elections shall be allowed.

     4.1.1 Initial Election Period . Each Eligible Employee may elect to defer Salary (but not Bonus after 2008) during the calendar year in which he or she first becomes an Eligible Employee by filing with the Vice President of Human Resources or his or her designee an election, on a form provided by the Committee, no later than the last day of his or her Initial Election Period. An election to defer Compensation during the Initial Election Period shall be effective with respect to payroll periods including payments of the Participant’s Salary earned as soon as administratively feasible after the election is

properly filed. Bonus earned with respect to the first year in which a person first becomes an Eligible Employee shall not be deferred.

     4.1.2 Elections other than Elections during the Initial Election Period . Subject to the limitations of Section 4.1.1 above, any Eligible Employee who fails to elect to defer Salary during his or her Initial Election Period may subsequently elect to defer Compensation (either Salary or Bonus or both), and any Eligible Employee who has terminated a prior Salary deferral election may elect to again defer Salary, by filing with the Vice President of Human Resources or his or her designee an election, on a form provided by the Committee, to defer Compensation as described in Section 4.1.1 above. An election to defer Salary payable during a calendar year must be filed with the Vice President of Human Resources or his or her designee on or before the December 1st of the calendar year preceding calendar year in which such amounts are earned. An election to defer Bonus payable with respect to services rendered during a calendar year must be filed with the Vice President of Human Resources or his or her designee on or before the December 1st of the calendar year preceding calendar year for which the Bonus is earned.

     4.2 Duration of Elections .

     4.2.1 Duration of Salary Deferral Election . Any Salary Deferral Election made under Section 4.1.1 or Section 4.1.2 shall remain in effect, notwithstanding any change in the Participant’s Salary, until changed or terminated in accordance with the terms of this Section 4.2; provided, however, that such election shall terminate for any Plan Year for which the Participant is not an Eligible Employee. For calendar years ending on or before December 31, 2004, a Participant could incre