Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Teledyne Technologies, Inc. Form 10-K 63 303K
2: EX-3.1 Restated Certificate of Incorporation 15 63K
3: EX-3.2 Amended and Restated Bylaws 14 70K
4: EX-4.2 Credit Agreement 98 380K
5: EX-4.3 First Amendment to Credit Agreement 16 25K
10: EX-10.10 Executive Deferred Compensation Plan 19 68K
11: EX-10.11 Material Contract 7 24K
6: EX-10.5 1999 Incentive Plan 20 77K
7: EX-10.6 1999 Non-Employee Director Stock Compensation Plan 7 26K
8: EX-10.8 Employment Agreement 4 24K
9: EX-10.9 Form of Change of Control Severence Agreement 15 66K
12: EX-21 Significant Subsidiary 1 6K
13: EX-23 Consent of Experts or Counsel 1 8K
14: EX-24 Power of Attorney 2± 12K
15: EX-27.1 Financial Data Schedule 1 10K
16: EX-27.2 Financial Data Schedule 2± 11K
EX-10.6 — 1999 Non-Employee Director Stock Compensation Plan
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Exhibit 10.6
TELEDYNE TECHNOLOGIES INCORPORATED
1999 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
(As of November 12, 1999)
ARTICLE I.
GENERAL
1.1. Purpose. It is the purpose of the Plan to promote the interests of
the Company and its stockholders by attracting, retaining and providing an
incentive to Non-Employee Directors through the acquisition of a proprietary
interest in the Company and an increased personal interest in its performance.
This purpose will be served by providing an opportunity for Non-Employee
Directors to elect to receive Stock Options and/or Common Stock in lieu of
Director's Retainer Fee Payments, the automatic payment of a portion of the
Director's Retainer Fee Payment in the form of Common Stock to those
Non-Employee Directors not electing to receive such portion in the form of Stock
Options and/or Common Stock and granting each Non-Employee Director annually an
option covering 2,000 shares of Common Stock.
1.2. Adoption and Term. The Plan has been approved by the Board and
shall become effective as of the Effective Date (as hereinafter defined). The
Plan shall terminate without further action upon the earlier of (a) the tenth
anniversary of the effective date, and (b) the first date upon which no shares
of Common Stock remain available for issuance under the Plan.
1.3. Definitions. As used herein the following terms have the following
meanings:
(a) "Annual Options" means the Stock Options issuable under
Section 4.4(a) of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended. References to a section of the Code shall include
that section and any comparable section or sections of any
future legislation that amends, supplements or supersedes said
section.
(d) "Common Stock" means the common stock, par value $0.01 per
share, of the Company.
(e) "Company" means Teledyne Technologies Incorporated, a
Delaware corporation, and any successor thereto.
(f) "Compensation Year" means each calendar year or portion
thereof during which the Plan is in effect.
(g) "Director" means a member of the Board.
(h) "Director's Retainer Fee Payment" means the dollar value
of that portion of the annual retainer fee payable by the
Company to a Non-Employee Director for serving as a Director
and for serving as the chair of the Board or any committee of
the Board as of a particular Payment Date, as established by
the Board and in effect from time to time.
(i) "Effective Date" means the effective date of the
distribution by Allegheny Teledyne Incorporated to its
stockholders of the Common Stock.
(j) "Employee" means any employee of the Company or an
affiliate.
(k) "Exchange Act" means the Securities Exchange Act of 1934,
as amended. References to a section of the Exchange Act or
rule promulgated thereunder shall include that section or rule
and any comparable section(s) or rule(s) of any future
legislation or rulemaking that amends, supplements or
supersedes said section or rule.
(l) "Fair Market Value" means, as of any given date, the
average of the high and low trading prices of the Common Stock
on such date as reported on the New York Stock Exchange, or,
if the Common Stock is not then traded on the New York Stock
Exchange, on such other national securities exchange on which
the Common Stock is admitted to trade, or, if none, on the
National Association of Securities Dealers Automated Quotation
System if the Common Stock is admitted for quotation thereon;
provided, however, if there were no sales reported as of such
date, Fair Market Value shall be computed as of the last date
preceding such date on which a sale was reported; provided,
further, that if any such exchange or quotation system is
closed on any day on which Fair Market Value is to be
determined, Fair Market Value shall be determined as of the
first date immediately preceding such date on which such
exchange or quotation system was open for trading.
(m) "Non-Employee Director" means a Director who is not an
Employee.
(n) "Non-Employee Director Notice" means a written notice
delivered in accordance with Section 4.2.
(o) "Payment Date" means the first business day of January and
July of each Compensation Year on which the Director's
Retainer Fee Payment for serving as a Director is paid by the
Company and the first business day of January of each
Compensation Year on which the Director's Retainer Fee Payment
for serving as the chair of the Board or any committee of the
Board is paid by the Company.
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(p) "Plan" means this Teledyne Technologies Incorporated 1999
Non-Employee Director Stock Compensation Plan, as it may
hereafter be amended from time to time.
(q) "Retainer Fee Options" means the Stock Options issuable
under Section 4.3 of the Plan.
(r) "Stock Options" means options to purchase shares of Common
Stock of the Company issuable hereunder.
1.4. Shares Subject to the Plan. The shares to be offered under the
Plan shall consist of the Company's authorized but unissued Common Stock or
treasury shares and, subject to adjustment as provided in Section 5.1 hereof,
the aggregate amount of such stock which may be issued or subject to Stock
Options issued hereunder shall not exceed 200,000 shares. If any Stock Option
granted under the Plan shall expire or terminate for any reason, without having
been exercised or vested in full, as the case may be, the unpurchased shares
subject thereto shall again be available for issuance under the Plan. Stock
Options granted under the Plan will not be qualified as "incentive stock
options" under Section 422 of the Code.
ARTICLE II.
ADMINISTRATION
2.1. The Board. The Plan shall be administered by the Board. Subject to
the provisions of the Plan, the Board shall interpret the Plan, promulgate,
amend, and rescind rules and regulations relating to the Plan and make all other
determinations necessary or advisable for its administration. Interpretation and
construction of any provision of the Plan by the Board shall be final and
conclusive. Notwithstanding the foregoing, the Board shall have or exercise no
discretion with respect to the selection of persons eligible to participate
hereunder, the determination of the number of shares of Common Stock or number
of Stock Options issuable to any person or any other aspect of Plan
administration with respect to which such discretion is not permitted in order
for grants of shares of Common Stock and Stock Options to be exempt under Rule
16b-3 promulgated under the Exchange Act.
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ARTICLE III.
PARTICIPATION
3.1. Participants. Each Non-Employee Director shall participate in the
Plan on the terms and conditions hereinafter set forth.
ARTICLE IV.
PAYMENT OF DIRECTOR'S FEES
4.1. General. The Director's Retainer Fee Payment shall be paid to each
Non-Employee Director, as of each Payment Date, as set forth in the Plan and
subject to such other payment policies and procedures as the Board may establish
from time to time. If, for the applicable Compensation Year, a Non-Employee
Director has not made an election pursuant to Section 4.2 to receive Stock
Options or Common Stock in lieu of at least twenty-five percent (25%) of the
Director's Retainer Fee Payment, then seventy-five percent (75%) of such
Director's Retainer Fee Payment shall be paid in cash and twenty-five percent
(25%) of the Director's Retainer Fee Payment shall be paid in the form of Common
Stock.
4.2. Non-Employee Director Notice. A Non-Employee Director may file
with the Secretary of the Company or other designee of the Board of Directors
prior to the commencement of a Compensation Year a Non-Employee Director Notice
making an election to receive either twenty-five percent (25%), fifty percent
(50%), seventy-five percent (75%) or one hundred (100%) of his or her Director's
Retainer Fee Payment in the form of Stock Options and/or Common Stock with the
balance to be paid in cash. If a Director does not timely file an election, he
or she shall receive twenty-five percent (25%) of the Director's Retainer Fee
Payment in Common Stock and seventy-five percent (75%) in cash. Notwithstanding
the foregoing, elections to receive Common Stock or Stock Options may be made at
any time during a Compensation Year so long as such elections are made
irrevocably in advance of receiving the corresponding Common Stock or Stock
Options and approved in accordance with Rule 16b-3 under the Exchange Act.
4.3 Conversion of Retainer Fee Payment to Shares. Each Non-Employee
Director who pursuant to Section 4.1 or 4.2 is to receive Common Stock as all or
part of his or her Director's Retainer Fee Payment with respect to a
Compensation Year and who is elected or reelected or is a continuing
Non-Employee Director as of the date of commencement of such Compensation Year
as of the applicable Payment Date, shall receive as of each Payment Date during
such Compensation Year a number of shares of Common Stock equal to the quotient
obtained by dividing (i) the amount of the Director's Retainer Fee Payment to be
paid in the form of Common Stock by (ii) the Fair Market Value of the Common
Stock per share on such Payment Date. Cash shall be paid in lieu of any
fractional shares.
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4.4 Stock Options
(a) Annual Option Grants. An Annual Option covering 2,000 shares of
Common Stock shall be granted to each Non-Employee Director on the Effective
Date, subject to approval by the stockholders of the Company. Thereafter, an
Annual Option covering 2,000 shares of Common Stock will be granted to each
Non-Employee Director automatically at the conclusion of each Company Annual
Meeting. If, after the Effective Date, a director first becomes a Non-Employee
Director on a date other than an Annual Meeting date, an Annual Option covering
2,000 shares of Common Stock will be granted to such director on his or her
first date of Board service. The purchase price of the Common Stock covered by
each Annual Option will be the Fair Market Value of a share of Common Stock as
of the date of grant of the Annual Option.
(b) Retainer Fees Options. Retainer Fee Options will be granted on the
Payment Dates of each Compensation Year. The number of shares of Common Stock to
be subject to a Retainer Fee Option shall be equal to the nearest number of
whole shares determined by multiplying the Fair Market Value of a share of
Company Common Stock on the date of grant by 0.3333 and dividing the result into
the applicable portion of the Director's Retainer Fee Payment elected to be
received as Stock Options by the Non-Employee Director for the Compensation
Year. The purchase price of each share covered by each Retainer Fee Option shall
be equal to the Fair Market Value of a share of Common Stock on the date of
grant of the Retainer Fee Option multiplied by 0.6666.
(c) Duration and Exercise of Stock Options. Subject to Section 4.4(f)
below, Annual Options and Retainer Fee Options become exercisable on the first
anniversary of the date on which they were granted. Stock Options shall
terminate upon the expiration of ten years from the date of grant. No Stock
Option may be exercised for a fraction of a share and no partial exercise of any
Stock Option may be for less than one hundred (100) shares.
(d) Purchase Price. The purchase price for the shares shall be paid in
full at the time of exercise (i) in cash or by check payable to the order of the
Company, (ii) by delivery of shares of Common Stock of the Company already owned
by, and in the possession of Stock Option holder, or (iii) by delivering a
properly executed exercise notice together with irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds to
pay the Stock Option price (in which case the exercise will be effective upon
receipt of such proceeds by the Company). Shares of Common Stock used to satisfy
the exercise price of a Stock Option shall be valued at their Fair Market Value
on the date of exercise.
(e) Transferability. Stock Options granted hereunder shall not be
transferable, other than by will or the laws of descent and distribution, and
shall be exercisable during a Stock Option holder's lifetime only by the Stock
Option holder or by his or her guardian or legal representative, except to the
extent transfer is permitted by Rule 16b-3 promulgated under the Exchange Act
and approved by the Board or its designee. Subject
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to the foregoing, Stock Options shall not be assigned, pledged or otherwise
encumbered by the holder thereof, either voluntarily or by operation of law.
(f) Termination of Directorship. If a director ceases to be a director
of the Company for any reason other than death or removal by the Board of
Directors or the stockholders, the director's Stock Options shall continue to
vest as provided in Section 4.4 (c) above and the right of the Optionee to
exercise such Stock Options shall continue until the options expire in
accordance with Section 4.4(c). In no event may a Stock Option be exercised
after the expiration of the period specified in Section 4.4(c). In the event of
death of a director or former director who holds an outstanding Stock Option,
all unvested Stock Options shall automatically become fully vested as of the
date of death and the right of his or her estate or beneficiary to exercise the
Stock Options shall terminate upon the expiration of twelve months from the date
of death, but in no event may a Stock Option be exercised after the expiration
of the Option Period. In the event of removal of a director from the Board of
Directors, all rights of such director in a Stock Option that the director was
entitled to exercise on the date of removal shall terminate on the 30th day (or,
if such day is not a business day, on the next business day) after the date of
removal, but in no event may such Stock Options be exercised after the
expiration of the Option Period.
ARTICLE V.
MISCELLANEOUS
5.1. Adjustments Upon Changes in Common Stock. The number and kind of
shares available for issuance under the Plan, and the number and kind of shares
subject to, and the exercise price of, outstanding Stock Options, shall be
appropriately adjusted to prevent dilution or enlargement of rights by reason of
any stock dividend, stock split, combination or exchange of shares,
recapitalization, merger, consolidation or other change in capitalization with a
similar substantive effect upon the Plan or the shares issuable under the Plan.
5.2. Amendment and Termination. The Board shall have complete power and
authority to amend the Plan at any time; provided, however, that the Board shall
not, without the affirmative approval of the shareholders of the Company, make
any amendment which requires shareholder approval under any applicable law or
regulation of a national stock exchange on which the Common Stock is traded. The
Board shall have the right and the power to terminate the Plan at any time. No
amendment or termination of the Plan may, without the consent of the
Non-Employee Director, adversely affect the right of such Non-Employee Director
with respect to any Stock Options then outstanding.
5.3. Requirements of Law. The issuance of Common Stock under the Plan
shall be subject to all applicable laws, rules and regulations and to such
approval by governmental agencies as may be required.
5.4. No Guarantee of Membership. Nothing in the Plan shall confer upon
a
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Non-Employee Director any right to continue to serve as a Director.
5.5 Construction. Words of any gender used in the Plan shall be
construed to include any other gender, unless the context requires otherwise.
5.6 Governing Law. This Plan shall be governed by, construed and
interpreted in accordance with the laws of the State of Delaware, without regard
to its principles of conflict of law, as to all matters, including matters of
validity, construction, effect, performance and remedies.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-K405’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/27/00 |
| For Period End: | | 1/2/00 |
| | 11/12/99 | | 1 | | | | | 10-12B/A |
| List all Filings |
6 Subsequent Filings that Reference this Filing
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