8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 20, 2009

Teledyne Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-15295
(Commission File Number) 25-1843385
(I.R.S. Employer
Identification No.)

1049 Camino Dos Rios	91360
Thousand Oaks, California	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (805) 373-4545

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-10.2

EX-10.3

EX-10.4

EX-99.1

Item 2.02 Results of Operations and Financial Condition

On January 22, 2009, Teledyne Technologies Incorporated issued a press release with respect to its fourth quarter 2008 and full year 2008 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers

On January 20, 2009, the Personnel and Compensation Committee of Teledyne’s Board of Directors took the following actions:

(a) The Committee authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards to each of the Named Executive Officers identified in Teledyne’s 2008 Proxy Statement with respect to the fiscal year ended December 28, 2008. 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%, unless otherwise determined by the Committee. 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, subject in each case to modification by the Committee.

The following table sets forth the current AIP cash bonus payments for the fiscal year ended December 28, 2008, to the Named Executive Officers identified in Teledyne’s 2008 Proxy Statement. The bonus awards reflect favorable 2008 operating results over 2007 operating results, the respective executive’s performance and other factors, including the exercise of discretion by the Committee:

Name	Position	2008 Bonus
Robert Mehrabian	Chairman, President and Chief Executive Officer	$	1,200,000
John T. Kuelbs	Executive Vice President, General Counsel and Secretary	$	423,858
Dale A. Schnittjer	Senior Vice President and Chief Financial Officer	$	423,727
Aldo Pichelli	President and Chief Operating Officer, Electronics and Communications Segment	$	296,055
Susan L. Main	Vice President and Controller	$	217,584

(b) The Committee approved the 2009 goals for the Annual Incentive Plan cash bonus awards to each of Teledyne’s Named Executive Officers. AIP awards for 2009 are to be based on the same financial and non-financial measures described above for the fiscal year ended December 28, 2008.

For 2009, subject to the performance measures and discretion of the Committee, as noted above, the following Named Executives Officers are eligible for a target AIP cash bonus based on the following percentage of their annual base salary:

		2009 AIP Award
		Eligibility as a %
Name	Position	of Base Salary
Robert Mehrabian	Chairman, President and Chief Executive Officer		100	%
John T. Kuelbs	Executive Vice President, General Counsel and Secretary		60	%
Dale A. Schnittjer	Senior Vice President and Chief Financial Officer		60	%
Aldo Pichelli	President and Chief Operating Officer, Electronics and Communications Segment		60	%
Susan L. Main	Vice President and Controller		45	%

     (c) The Committee established a Restricted Stock Award Program for key employees, including the Named Executive Officers, under the Teledyne Technologies Incorporated 2008 Incentive Award Plan. This program provides grants of restricted stock, generally each calendar year, to key employees at an aggregate fair market value equal to 30% of each recipient’s annual base salary as of the date of the grant, unless otherwise determined by the Committee. The restrictions are subject to both a time-based and performance-based component. In general, the restricted period for each grant of restricted stock extends from the date of the grant to the third anniversary of such date, with the restrictions lapsing on the third anniversary. However, unless the Committee determines otherwise, if Teledyne fails to meet certain minimum performance goals for a multi-year performance cycle (typically three years) established by the Committee as applicable to a restricted stock award, then all of the restricted stock is forfeited. If Teledyne achieves the minimum established performance goals, but fails to attain an aggregate level of 100% of the targeted performance goals, then a portion of the restricted stock would be forfeited. The performance goal for 2009, as in previous years, is the price of Teledyne’s common stock as compared to the Russell 2000 Index. In order for a participant to retain the restricted shares, Teledyne’s three-year aggregate return to shareholders (as measured by Teledyne’s stock price) must be at least 35% of the performance of the Russell 2000 Index for the three-year period. If Teledyne’s stock performance is less than 35% of the Russell 2000 Index performance, all restricted shares would be forfeited. If it ranges from 35% to less than 100%, a portion of the restricted shares will be forfeited. If it is 100% or more than 100%, no shares are forfeited and the participant does not receive additional shares. Copies of the Administrative Rules relating to the Restricted Stock Award Program and the form of Restricted Stock Award Agreement are attached as exhibits to this filing.

     (d) The Committee established a Performance Share Program for key employees, including the Named Executive Officers, under the Teledyne Technologies Incorporated 2008 Incentive Award Plan. The program consists of a three year performance cycle, with a new cycle beginning every three years. Performance Share Program awards are intended to reward executives to the extent Teledyne achieves specific pre-established financial performance goals and provides a greater long-term return to shareholders relative to a broader market index. The Performance Share Program provides grants of performance share units, which key officers and executives may earn if Teledyne meets specified performance objectives over a three-year period. Forty percent of the award is based on the achievement of specified levels of operating profit, 30% on the achievement of specified levels of revenue and 30% on the achievement of specified levels of return to shareholders. No awards are made if the three-year aggregate operating profit is less than 75% of target, unless the Committee determines otherwise. A maximum of 200% for each component can be earned if 120% of the target is achieved. For the 2009-2011 cycle, established by the Committee at its January 20, 2009 meeting, the Russell 2000 Index is the benchmark for the specified return to shareholders component. Awards are generally paid to the participants in three annual installments after the end of the performance cycle so long as they remain employed. For the 2009-2011 cycle, one-half of the award would be paid in cash and one-half would be paid in shares of Teledyne common stock. A description of the terms of the Performance Share Program is attached as an exhibit to this filing.

     For 2009-2011 Performance Share Program cycle, the following Named Executives Officers are eligible for a target award based on the following percentage of their annual base salary:

		Participation
Name	Position	as a % of Base Salary
Robert Mehrabian	Chairman, President and Chief Executive Officer		150	%

		Participation
Name	Position	as a % of Base Salary
John T. Kuelbs	Executive Vice President, General Counsel and Secretary		125	%
Dale A. Schnittjer	Senior Vice President and Chief Financial Officer		125	%
Aldo Pichelli	President and Chief Operating Officer, Electronics and Communications Segment		125	%
Susan L. Main	Vice President and Controller		100	%

     (e) The Committee amended the terms of Teledyne’s employment agreement with Dr. Robert Mehrabian, Teledyne’s Chairman, President and Chief Executive Officer. The Committee amended the term and termination provisions of the employment agreement to provide that the employment agreement will automatically renew for successive one year terms unless either party gives the other written notice of its election not to renew at least twelve months before the expiration of the current term or any successive renewal terms. If such notice is given by either party, Dr. Mehrabian may retire on December 31st of the year following the twelfth month after receipt of such notice. The revised terms are reflected in a Fourth Amended and Restated Employment Agreement, entered into by Dr. Mehrabian and Teledyne on January 21, 2009. The Fourth Amended and Restated Employment Agreement, which is attached as an exhibit to this filing, also reflects Dr. Mehrabian’s current annual base salary and Annual Incentive Plan percentage.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1	Administrative Rules for the Teledyne Technologies Incorporated Restricted Stock Award Program under the 2008 Incentive Award Plan, effective as of January 20, 2009.
Exhibit 10.2	Form of Restricted Stock Award Agreement.
Exhibit 10.3	Summary Plan Description for the Teledyne Technologies Incorporated Performance Share Plan under the 2008 Incentive Award Plan.
Exhibit 10.4	Fourth Amended and Restated Employment Agreement, dated as of January 21, 2009, by and between Teledyne Technologies Incorporated and Dr. Robert Mehrabian.
Exhibit 99.1	Press Release announcing fourth quarter 2008 and full year 2008 financial results dated January 22, 2009.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TELEDYNE TECHNOLOGIES INCORPORATED
By:	/s/ Dale A. Schnittjer
	Dale A. Schnittjer
	Senior Vice President and Chief Financial Officer

Dated January 22, 2009

EXHIBIT INDEX

Description

Exhibit 10.1	Administrative Rules for the Teledyne Technologies Incorporated Restricted Stock Award Program under the 2008 Incentive Award Plan, effective as of January 20, 2009.
Exhibit 10.2	Form of Restricted Stock Award Agreement.
Exhibit 10.3	Summary Plan Description for the Teledyne Technologies Incorporated Performance Share Plan under the 2008 Incentive Award Plan.
Exhibit 10.4	Fourth Amended and Restated Employment Agreement, dated as of January 21, 2009, by and between Teledyne Technologies Incorporated and Dr. Robert Mehrabian.
Exhibit 99.1	Press Release announcing fourth quarter 2008 and full year 2008 financial results dated January 22, 2009.

EX-10.1

Exhibit 10.1

TELEDYNE TECHNOLOGIES INCORPORATED

2008 INCENTIVE AWARD PLAN

ADMINISTRATIVE RULES FOR THE

RESTRICTED STOCK AWARD PROGRAM

Effective as of January 20, 2009

Article I. Adoption and Purpose of the Program

     1.01 Adoption. These rules are adopted by the Personnel and Compensation Committee of the Board of Directors pursuant to the authority reserved in Article 12 of the Teledyne Technologies Incorporated 2008 Incentive Award Plan (the “Plan”). The Plan is incorporated by reference in its entirety in these rules. Capitalized terms used but not defined in these rules shall have the same meanings as in the Plan. In the event of a conflict between the Plan and these rules, the provisions of the Plan shall control.

     1.02 Purpose. The Restricted Stock Award Program (the “Program”) is intended to assist the Company in attracting, retaining and motivating selected key management employees through the grant of restricted stock that may vest upon the Company’s attainment of certain performance goals and the participant’s service with the Company for a specified period. The Program will (i) serve as a tool for recruiting and retaining top talent, (ii) allow eligible individuals to share the benefits of future growth in the value of the Company and (iii) better align the financial interests of participants with those of the Company’s stockholders.

Article II. Definitions

     For purposes of these rules, the capitalized terms set forth below shall have the following meanings:

     2.01 Award Agreement means a written agreement between the Company and a Participant or a written acknowledgment from the Company specifically setting forth the terms and conditions of an award of Restricted Stock granted to a Participant pursuant to Article VI of these rules.

     2.02 Committee means the Personnel and Compensation Committee of the Board.

     2.03 Company means Teledyne Technologies Incorporated, a Delaware corporation, and its successors.

     2.04 Date of Grant means the date as of which an award of Restricted Stock is granted in accordance with Article VI of these rules.

     2.05 Effective Date means January 20, 2009.

     2.06 Fair Market Value means the average of the composite high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed Companies, over the twenty (20) business days on which a sale was reported that immediately precede the applicable date.

     2.07 Participant means any person designated pursuant to Article V of these rules as eligible to participate under the Program.

     2.08 Performance Cycle means the multi-year performance cycle established by the Committee as applicable to an Award and set for in the Award Agreement.

     2.09 Performance Goals means the performance goals established by the Committee upon the recommendation of the Chief Executive Officer as applicable to an Award and set forth in the Award Agreement.

     2.10 Plan means the Teledyne Technologies Incorporated 2008 Incentive Award Plan, as the same may be amended from time to time.

     2.11 Program means the Restricted Stock Award Program, as the same may be amended from time to time.

     2.12 Restricted Period means the period established under Section 6.02(b) during which the restrictions apply to the Restricted Stock.

     2.13 Restricted Stock means shares of Common Stock awarded to a Participant subject to restrictions as described in Article VI of these rules.

Article III. Administration

     The Program shall be administered by the Committee, which shall have exclusive and final authority and discretion in each determination, interpretation or other action affecting the Program and its Participants. The Committee shall have the sole and absolute authority and discretion to interpret the Program, to modify these administrative rules for the Program, to approve, in accordance with Article V of these rules, the selection by the Company’s Chief Executive Officer

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of the persons who will be Participants hereunder, to impose such conditions and restrictions as it determines appropriate and to take such other actions and make such other determinations in connection with the Program as it may deem necessary or advisable.

Article IV. Common Stock Issuable under the Program

     4.01 Number of Shares of Common Stock Issuable. Subject to adjustments as provided in Section 11.07 of the Plan, the maximum number of shares of Common Stock available for issuance under the Program shall be such number as the Committee grants. The Common Stock to be offered under the Program shall be authorized and unissued Common Stock, or Common Stock which shall have been reacquired by the Company and held in its treasury.

     4.02 Shares Subject to Terminated Awards. Shares of Common Stock forfeited as provided in Section 6.02 of these rules may again be issued under the Program.

Article V. Participation

     Participants in the Program shall be those officers and key employees of the Company selected by the Chief Executive Officer and approved by the Committee, each in its sole discretion, as eligible to participate in the Program. Participants shall be designated to participate in the Program prior to the commencement of each calendar year during the term of the Program; provided, however, that with respect to the initial grants under the Program, such designations shall be made no later than January 20, 2009. The designation of a Participant with respect to any year shall not entitle that person to be designated as a Participant with respect to any other year. The Chief Executive Officer and the Committee shall consider such factors as each deems pertinent in selecting and approving Participants. The Committee shall promptly provide to each person designated as a Participant written notice of his or her designation.

Article VI. Restricted Stock

     6.01 Restricted Stock Awards. Each calendar year, each Participant designated for that year shall receive a grant of Restricted Stock with an aggregate Fair Market Value equal to a percentage of the Participant’s annual base salary in effect on the Date of Grant. Unless otherwise determined by the Committee, the applicable percentage shall be thirty percent. The terms of all such Restricted Stock grants shall be set forth in an Award Agreement between the Company and the Participant which shall contain such forfeiture periods and conditions, restrictions and other provisions, not inconsistent with these rules, as shall be determined by the Committee.

     (a) Issuance of Restricted Stock. As soon as practicable after the Date of Grant of Restricted Stock, the Company shall cause to be transferred on the books of the Company shares of Common Stock, registered on behalf of the

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Participant, evidencing such Restricted Stock, but subject to forfeiture to the Company retroactive to the Date of Grant if an Award Agreement delivered to the Participant by the Company with respect to the Restricted Stock is not duly executed by the Participant and timely returned to the Company. Until the lapse or release of all restrictions applicable to an award of Restricted Stock, the stock certificates representing such Restricted Stock shall be held in custody by the Company or its designee.

     (b) Common Stockholder Rights. Beginning on the Date of Grant of the Restricted Stock and subject to execution of the Award Agreement as provided in Section 6.01(a) of these rules, the Participant shall become a stockholder of the Company with respect to all Common Stock subject to the Award Agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such Common Stock and the right to receive dividends or distributions, if any, paid with respect to such Common Stock; provided, however, that any Common Stock or cash distributed as a dividend or otherwise with respect to any Restricted Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock and shall be held as prescribed in Section 6.01(a) of these rules.

     (c) Restriction on Transferability. None of the Restricted Stock may be assigned, transferred (other than by will or the laws of descent and distribution), pledged, sold or otherwise disposed of prior to lapse or release of the restrictions applicable thereto.

     (d) Delivery of Common Stock Upon Release of Restrictions. Unless otherwise provided in the applicable Award Agreement, upon expiration or earlier termination of the Restricted Period without a forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, the restrictions applicable to the Restricted Stock shall lapse. As promptly as administratively feasible thereafter, subject to the requirements of Section 7.02 of these rules, the Company shall deliver to the Participant, or, in the case of the Participant’s death, to the Participant’s legal representatives, one or more stock certificates for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

6.02 Terms of Restricted Stock.

     (a) Forfeiture of Restricted Stock. Subject to Section 6.02(e) of these rules, all Restricted Stock shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Stock shall cease and terminate in their entirety if during the Restricted Period (i) the Participant transfers, sells or otherwise disposes of the Restricted Stock, (ii) as of the end of the

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applicable Performance Cycle, the Committee determines that the Company failed to achieve certain minimum Performance Goals during the Performance Cycle, or (iii) except as otherwise provided in Section 6.02(d) or upon a Change in Control, the employment of the Participant with the Company and its affiliates terminates for any reason.

     (b) Restricted Period. Unless the Committee, in its discretion, provides otherwise in the applicable Award Agreement, the Restricted Period for any grant of Restricted Stock shall extend from the Date of Grant to the third anniversary of the Date of Grant; provided, however, that, subject to the Committee’s discretion under Section 6.02(e), in no event shall the Restricted Period expire prior to the date that the Committee makes its determinations with respect to the Company’s attainment of the applicable Performance Goals as described in Section 6.02(c).

     (c) Forfeiture Upon Failure to Attain Certain Performance Goals. If, as of the end of the Performance Cycle during the applicable Restricted Period, the Committee determines that the Company has achieved certain minimum Performance Goals for the Performance Cycle, a portion of the Restricted Stock (up to 100%) shall be forfeited if the Committee determines that the Company’s overall percentage attainment of the Performance Goals established for the Performance Cycle is less than 100%. In that event, a portion of the Restricted Stock shall be forfeited that is equal to (i) the aggregate number of shares of Restricted Stock reduced by (ii) the aggregate number of shares of Restricted Stock multiplied by the Company’s percentage attainment (but not more than 100%) of the Performance Goals established for the Performance Cycle, as determined by the Committee (any fractional share resulting from this calculation shall be rounded up to the next whole share). Except as provided in Section 6.02(d), any Restricted Shares which are not forfeited under this Section 6.02(c) shall continue to be subject to the applicable restrictions for the remainder of the Restricted Period.

     (d) Death, Disability or Retirement Prior to Expiration of the Performance Cycle. Unless otherwise provided in the applicable Award Agreement, in the event of the termination of a Participant’s employment due to death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the applicable Performance Cycle, the Participant (or the Participant’s beneficiaries) shall continue to hold the Restricted Stock through the expiration of the applicable Performance Cycle. At that time, the restrictions shall lapse with respect to a portion of the Restricted Stock equal to (i) the number of shares of Restricted Stock that would not be subject to forfeiture under Section 6.02(a) or (c) had the Participant remained employed by the Company through the end of the Performance Cycle multiplied by (ii) a

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fraction, the numerator of which is the number of full months during which the Participant was employed by the Company from the beginning of the applicable Performance Cycle through the date of the Participant’s termination of employment and the denominator of which is the total number of months in the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to the next whole share). Any remaining shares of Restricted Stock shall be forfeited as of the end of the applicable Performance Cycle. If all of the Participant’s Restricted Stock would be forfeited under Section 6.02(a) or (c), then all of the Participant’s Restricted Stock shall be forfeited as of the end of the applicable Performance Cycle.

     (e) Adjustment of Performance Cycle; Waiver of Restricted Period; Change in Control. Notwithstanding anything contained in this Article VI to the contrary, unless otherwise provided in the applicable Award Agreement, the Committee shall have discretion to adjust the applicable Performance Cycle or waive the Restricted Period or any other restrictions or conditions with respect to all or a portion of the Restricted Stock as provided under Sections 7.02(b) and 8.02(e) of the Plan; provided, further, in the event of a Change in Control of the Company, restrictions on all Restricted Stock granted under the Program shall lapse in their entirety immediately in accordance with Section 7.03 of the Plan.

Article VII. Miscellaneous

     7.01 Limitations on Transfer. The rights and interest of a Participant under the Program may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of a Participant, only the Participant personally may exercise rights under the Program.

     7.02 Taxes. The Company shall be entitled to withhold (or secure payment from the Participant in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any Common Stock issuable under the Program, or with respect to any income recognized upon the lapse of restrictions applicable to Restricted Stock, and the Company may defer issuance of Common Stock hereunder until and unless indemnified to its satisfaction against any liability for any such tax. The amount of any withholding or tax payment shall be determined by the Committee or its delegate and shall be payable by the Participant at such time as the Committee determines. The Committee shall prescribe in each Award Agreement one or more methods by which the Participant will be permitted to satisfy his or her tax withholding obligation, which methods may include, without limitation, the payment of cash by the Participant to the Company and the withholding, at the appropriate time, of shares of Common Stock otherwise issuable to the Participant in a number sufficient, based upon the Fair Market Value (as such term is defined in the Plan) of such Common Stock, to satisfy such tax withholding requirements.

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     7.03 Legends. All certificates for Common Stock delivered under the Program shall be subject to such transfer restrictions set forth in these rules and such other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be endorsed on any such certificates making appropriate references to those restrictions.

     7.04 Amendment and Termination. The Committee shall have complete power and authority to amend or terminate these rules at any time it is deemed necessary or appropriate. No termination or amendment of the Program may, without the consent of the Participant to whom any award shall previously have been granted under the Program, adversely affect the right of that individual under such award; provided, however, that the Committee may, in its sole discretion, make such provision in the Award Agreement for amendments which, in its sole discretion, it deems appropriate.

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EX-10.2

Exhibit 10.2

RESTRICTED STOCK AWARD AGREEMENT

January 20, 2009

          The parties to this Restricted Stock Award Agreement (this “Agreement”) are Teledyne Technologies Incorporated, a Delaware corporation (the “Company”), and «FirstName» «LastName» (the “Executive”).

WITNESSETH:

          WHEREAS, the Company has adopted the Teledyne Technologies Incorporated Restricted Stock Award Program (the “Program”) for the benefit of eligible employees of the Company and its subsidiaries;

          WHEREAS, the terms and conditions of the Program are set forth in administrative rules (the “Rules”) adopted by the Personnel and Compensation Committee of the Board of Directors of the Company pursuant to the authority reserved in Article 12 of the Teledyne Technologies Incorporated 2008 Incentive Award Plan (the “Plan”);

          WHEREAS, the Executive has been designated as a participant under the Program who is eligible to receive a restricted stock grant in the year 2009; and

          WHEREAS, to provide an incentive to the Executive to focus on long-term Company performance, the Company desires to grant shares of the Company’s Common Stock to the Executive subject to certain transfer and forfeiture restrictions set forth in this Agreement, as well as the provisions of the Program, which shall lapse upon the third anniversary of the date of this Agreement (the “Date of Grant”) and the attainment of certain Performance Goals (as defined in Paragraph 1.8(b)) for the Performance Cycle (as defined in Paragraph 1.8(a));

          NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. RESTRICTED SHARES

     1.1 Grant of Restricted Shares.

          (a) As of the Date of Grant, the Company grants to the Executive «Grant» shares of Common Stock (the “Restricted Shares”), subject to the restrictions set forth in Paragraph 1.2 of this Agreement, the terms and conditions of the Program and the other terms and conditions contained in this Agreement. If and when the restrictions set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement without forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, such shares shall no longer be considered Restricted Shares for purposes of this Agreement.

          (b) As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing the applicable Restricted Shares be registered

in the name of and issued to the Executive. Such certificate or certificates shall be held in the custody of the Company or its designee until the expiration of the applicable Restricted Period (as defined in Paragraph 1.3). On or before the date of execution of this Agreement, the Executive has delivered to the Company one or more stock powers endorsed in blank relating to the Restricted Shares.

          (c) Each certificate for the Restricted Shares shall bear the following legend (the “Program Legend”):

The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Restricted Stock Award Program under the Teledyne Technologies Incorporated 2008 Incentive Award Plan and a Restricted Stock Award Agreement entered into between the registered owner and Teledyne Technologies Incorporated. Copies of such Program and Agreement are on file in the offices of Teledyne Technologies Incorporated,1049 Camino Dos Rios, Thousand Oaks, CA 91360.

In addition, the stock certificate or certificates for the Restricted Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

          (d) As soon as administratively practicable following the expiration of the Restricted Period without a forfeiture of the Restricted Shares, and upon the satisfaction of all other applicable conditions as to the Restricted Shares, including, but not limited to, the payment by the Executive of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Executive a certificate or certificates for the applicable Restricted Shares which shall not bear the Program Legend.

     1.2 Restrictions.

          (a) The Executive shall have all rights and privileges of a stockholder as to the Restricted Shares, including the right to vote and receive any dividends or other distributions with respect to the Restricted Shares, except that the following restrictions shall apply:

     (i) the Executive shall not be entitled to delivery of the certificate or certificates for the Restricted Shares until the expiration of the Restricted Period without a forfeiture of the Restricted Shares and upon the satisfaction of all other applicable conditions;

     (ii)  none of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period (other than by will or the laws of descent and distribution), except pursuant to rules adopted by the Committee in accordance with the Program;

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     (iii) all shares of Common Stock or cash distributed as a dividend or distribution, if any, with respect to the Restricted Shares prior to the expiration of the Restricted Period shall be delivered to and held by the Company and subject to the same restrictions as the Restricted Shares until the termination of the Restricted Period; and

     (iv) all of the Restricted Shares (and cash dividends) shall be forfeited and returned to the Company and all rights of the Executive with respect to the Restricted Shares shall terminate in their entirety on the terms and conditions set forth in Paragraph 1.4.

          (b) Any attempt to dispose of Restricted Shares or any interest in the Restricted Shares in a manner contrary to the restrictions set forth in this Agreement shall be null, void and ineffective.

     1.3 Restricted Period and Lapse of Restrictions. Subject to the provisions contained in Paragraphs 1.4, 1.6 and 1.7, the restrictions set forth in Paragraph 1.2 shall apply for a period (the “Restricted Period”) beginning on the Date of Grant and ending on the third anniversary of the Date of Grant; provided, however, that, subject to the Committee’s discretion under Paragraph 1.7, in no event shall the Restricted Period expire prior to the date that the Committee makes its determinations with respect to the Company’s attainment of the applicable Performance Goals as described in Paragraph 1.4(a).

     1.4 Forfeiture.

          (a) If, during the Restricted Period, the Restricted Shares have not been forfeited under Paragraph 1.4(b) as of the end of the Performance Cycle (as defined in Paragraph 1.8(b)), Restricted Shares shall be forfeited, on a proportionate basis as determined by the Committee and as provided below, to extent the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is less than 100% of the performance of the Russell 2000 Index for the Performance Cycle; provided, however, that all of the Restricted Shares shall be forfeited if the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is not at least 35% of the performance of the Russell 2000 Index for the Performance Cycle. If the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle is at least 35% of the performance of the Russell 2000 Index for the Performance Cycle, a portion of the Restricted Shares shall be forfeited that is equal to (i) the aggregate number of Restricted Shares reduced by (ii) the quotient of the aggregate number of Restricted Shares multiplied by the TDY Stock Price-Russell 2000 Percentage (as defined in Paragraph 1.8(c)) (but not more than 100%) (any fractional share resulting from this clause (ii) calculation shall be rounded up to the next whole share). Except as provided in Paragraph 1.4(c), any Restricted Shares which are not forfeited under this Paragraph 1.4(a) shall continue to be subject to the restrictions set forth in Paragraph 1.2 for the remainder of the Restricted Period.

          (b) Subject to Section 6.02(e) of the Rules, if during the applicable Restricted Period (i) the Executive’s employment with the Company and its subsidiaries terminates for any

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reason except as otherwise provided in Paragraph 1.4(c), (ii) there occurs a material breach of this Agreement by the Executive or (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.5(b), all rights of the Executive to the Restricted Shares shall terminate immediately and be forfeited in their entirety.

          (c) If, during the Restricted Period, the Executive’s employment terminates due to his or her death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the retirement policy of the Company or its applicable subsidiaries prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Shares through the expiration of the Performance Cycle. At that time, the restrictions shall lapse with respect to a portion of the Restricted Shares equal to (i) the number of Restricted Shares that would not be subject to forfeiture under Paragraph 1.4(a) had the Executive remained employed by the Company through the end of the Performance Cycle multiplied by (ii) a fraction, the numerator of which is the number of full months during which the Executive was employed by the Company from the beginning of the Performance Cycle until the date of the Executive’s termination of employment and the denominator of which is the total number of months in the Performance Cycle (any fractional share resulting from this calculation shall be rounded up to the next whole share). Any remaining Restricted Shares shall be forfeited as of the end of the Performance Cycle. If all of the Restricted Shares would have been forfeited under Paragraph 1.4(a), then all of the Restricted Shares shall be forfeited under this Paragraph 1.4(c) as of the end of the Performance Cycle.

          (d) In the event of any forfeiture under this Paragraph 1.4, the certificate or certificates representing the forfeited Restricted Shares shall be cancelled to the extent of any Restricted Shares that were forfeited.

     1.5 Withholding.

          (a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Executive with respect to the Restricted Shares.

          (b) If the Executive timely files an election under Section 83(b) of the Internal Revenue Code and in accordance with Treasury Regulation Section 1.83-2 with respect to the Restricted Shares, the Executive shall meet the applicable tax withholding obligation by paying the appropriate amount in cash to the Company. If the Executive fails to meet this tax withholding obligation to the satisfaction of the Company on or before the date the Executive files his or her election under Section 83(b), all rights of the Executive to the Restricted Shares shall forthwith terminate and be forfeited in their entirety.

          (c) If the Executive does not file an election under Section 83(b) of the Internal Revenue Code with respect to the Restricted Shares, the Executive shall meet the applicable tax withholding obligation by paying the appropriate amount in cash to the Company or, with the approval of the Committee, by either (i) having the Company retain a number of Restricted Shares having a Fair Market Value (as defined in the Plan) as of the date of such retention, or (ii) delivering to the Company a number of previously acquired shares of Common Stock (other than shares of Common Stock credited to the Executive’s account under a Company sponsored defined contribution plan or shares of Common Stock subject to outstanding, but

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unexercised stock options) having a Fair Market Value (as defined in the Plan) determined as of the business day preceding the date of delivery to the Company, equal to the amount of such withholding obligation. If the Executive fails to meet this tax withholding obligation to the satisfaction of the Company, the withholding obligation shall be met as described in clause (i) above.

          (d) The Committee shall be authorized, in its sole discretion, to establish such rules and procedures relating to the use of shares of Common Stock to satisfy tax withholding obligations as it deems necessary or appropriate to facilitate and promote the conformity of the Executive’s transactions under the Program with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, if such Rule is applicable to transactions by the Executive.

     1.6 Change in Control. Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control of the Company during the Restricted Period, all of the Restricted Shares (not otherwise forfeited prior to the Change in Control) shall vest and the applicable restrictions shall lapse immediately.

     1.7 Committee’s Discretion. Notwithstanding any provision of this Agreement to the contrary, the Committee shall have discretion under Section 6.02(e) of the Rules to adjust the Performance Cycle or waive the Restricted Period or any other restrictions or conditions with respect to all or a portion of the Restricted Shares at any time.

     1.8 Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Program or the Plan, as the case may be. Except as expressly elsewhere in this Agreement, for purposes of this Agreement, the capitalized terms set forth below shall have the following meanings:

          (a) “Fair Market Value” for the purposes of Paragraph 1.8(e) of this Agreement means, on any date, the average of the high and low quoted sales prices of a share of Common Stock, as reported on the Composite Tape for the New York Stock Exchange Listed Companies on such date or, if there were no sales on such date, on the last date preceding such date on which a sale was reported.

          (b) “Performance Cycle” shall specifically refer to the period commencing January 1, 2009 through December 31, 2010, including any adjustments to such Cycle made by the Committee.

          (c) “Performance Goals” shall refer to the goal of the Company’s aggregate return to shareholders, as measured by its Common Stock price, being equal to or exceeding the performance of the Russell 2000 Index during the Performance Cycle.

          (d) “Russell 2000 Index Performance” means the quotient of (i) the Russell 2000 Index at December 31, 2010 divided by (ii) the Russell 2000 Index at January 1, 2009.

          (e) “TDY Stock Price Performance” shall the quotient of (i) the Fair Market Value of a share of the Company’s Common Stock at December 31, 2010 is divided by (ii) the Fair Market Value of a share of the Company’s Common Stock at January 1, 2009.

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          (f) “TDY Stock Price-Russell 2000 Index Percentage” shall mean the quotient of (i) the TDY Stock Price Performance divided by (ii) the Russell 2000 Index Performance.

2. REPRESENTATION OF THE EXECUTIVE

     The Executive hereby represents to the Company that the Executive has read and fully understands the provisions of this Agreement and the Program and his or her decision to participate in the Program is completely voluntary.

3. NOTICES

          All notices or communications under this Agreement shall be in writing, addressed as follows:

To the Company:

Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, CA 91360
Attention: Executive Vice President, General Counsel and Secretary

To the Executive:

«FirstName» «LastName»
«Address1»
«City»

Any such notice or communication shall be (a) delivered by hand (with written confirmation of receipt) or sent by a nationally recognized overnight delivery service (receipt requested) or (b) be sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in writing from time to time), and the actual date of receipt shall determine the time at which notice was given.

4. ASSIGNMENT; BINDING AGREEMENT

          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives of the Executive and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.

5. ENTIRE AGREEMENT; AMENDMENT; TERMINATION

          This Agreement represents the entire agreement of the parties with respect to the subject matter hereof. The provisions of the Plan and the Rules are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this

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Agreement and the Plan or the Rules, the provisions of the Plan or the Rules, as the case may be, shall control. The Agreement may be amended at any time by written agreement of the parties hereto; provided, however, that the Committee shall have the authority to amend this Agreement in any respect that it deems appropriate in its sole discretion.

6. GOVERNING LAW

          This Agreement and its validity, interpretation, performance and enforcement shall be governed by the laws of the State of Delaware other than the conflict of laws provisions of such laws.

7. SEVERABILITY

          If, for any reason, any provision of this Agreement is held to be prohibited or invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, but such provision shall be deemed amended to accomplish the objectives of such provision as originally written to the fullest extent permitted by law, and each such other provision shall to the full extent consistent with law continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.

8. NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS

          This Agreement shall not confer upon the Executive any right with respect to continuance of employment by the Company or its subsidiaries or continuance of participation under the Program, nor shall it interfere in any way with the right of the Company and its subsidiaries to terminate the Executive’s employment at any time. Income realized by the Executive pursuant to this Agreement shall not be included in the determination of benefits under any benefit plan of the Company in which the Executive may be enrolled or for which the Executive may become eligible unless otherwise specifically determined by resolution of the Board. Participation in the Program during the Performance Cycle or Restricted Period shall not entitle the Executive to participate in the Program during any other Performance Cycle or Restricted Period.

9. NO STRICT CONSTRUCTION

          No rule of strict construction shall be implied against the Company, the Committee or any other person in the interpretation of any of the terms of the Program, this Agreement or any rule or procedure established by the Committee.

10. USE OF THE WORD “EXECUTIVE”

          Wherever the word “Executive” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted Shares may be transferred by

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will or the laws of descent and distribution, the word “Executive” shall be deemed to include such person or persons.

11. FURTHER ASSURANCES

          The Executive agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements (including, without limitation, stock powers with respect to shares of Common Stock issued as a dividend or distribution on Restricted Shares) which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of this Agreement and the Program.

          IN WITNESS WHEREOF, the parties have duly executed this Agreement, as of the day and year first above written.

TELEDYNE TECHNOLOGIES INCORPORATED
By:
Title:	Chairman, President and Chief Executive Officer
EXECUTIVE
«FirstName» «LastName»

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EX-10.3

Exhibit 10.3

Teledyne Technologies Incorporated
Performance Share Plan
(under the 2008 Incentive Award Plan)

Summary Plan Description
January 20, 2009

Plan Concept

The Performance Share Plan (PSP) is designed to reward executives and senior managers (“Participants”) for the achievement of the following pre-specified goals, measured over a three-year period:

Three-year aggregate operating profit
Three-year aggregate revenue
Three-year aggregate return to shareholders

Awards will be based on the goals of the corporation for all Participants.

Eligibility and Participation

Eligibility for this Plan is intended to be restricted to Participants whose actions most directly affect the long-term success of the Company. For each three-year award, participation will be determined based on nomination by the Chief Executive Officer and approval by the Personnel and Compensation Committee of the Company’s Board of Directors. The award is based on a stated percent of a Participant’s annual base salary. Participation in one cycle does not guarantee participation in any subsequent cycle.

Calculation of Targeted Performance Share Award

Awards will be denominated in 1/2 shares and 1/2 cash during the Performance Period, with the Targeted Performance Share Award calculated according to the following formula:

Shares

Base Salary
Beginning of
Performance Period x 1/2 x Target Opportunity
As a Percent of Salary / Average Stock Price on the
Day Committee approves
new PSP Three-Year Program = Target
Number of
Shares
Awarded

Cash

Base Salary at Beginning Of Performance Period	x 1/2	x	Target Opportunity As a Percent of Salary	=	Target Cash Award
This can be illustrated as follows:

EXAMPLE

Salary Rate:	$	150,000
Target Percent		100	%
Thirty Day Average Stock Price:	$	10.00

The Targeted Performance Share Award would be calculated as follows:

Shares				Cash
Base Salary	$	150,000		Base Salary	$	150,000
X Target Percent:	X	100	%	X Target Percent	X	100	%
X 1/2	X	1/2		X 1/2	X	1/2
/ Stock Price	/	10.00			$	75,000
	=	7,500

The Personnel and Compensation Committee shall have full power to revise and adjust the Targeted Performance Share Award for a three-year cycle and the positions eligible to participate in the Plan at any time during the three-year performance period.

Performance Period

Performance will be measured over three fiscal years of the Company, with a new three-year Performance Period established every three years.

2

Performance Measurement

Performance will be measured based on the aggregate results over the three year Performance Period at the corporate level for all participants and will be based on the following performance measures:

• Three-Year Aggregate Operating Profit – 40%

• Three-Year Aggregate Revenue – 30%

• Three-Year Aggregate Return to Shareholders – 30%

The Russell 2000 Index, in which Teledyne Technologies is included, will be used as the benchmark for return to shareholders.

At the beginning of each Performance Period, a matrix will be established and submitted for approval by the Personnel and Compensation Committee. This matrix will be used to determine the Performance Shares Award the Participant is entitled to, subject to a maximum Award of 200 percent of the “Target Opportunity”.

Non-Transferability

Performance Share Awards are non-transferable.

Form of Payment

Payments from the Performance Share Plan will be in the form of shares of common stock and cash, with the payout taking the same form as the denomination of the award at the beginning of the Performance Period. Payments will be made over a three-year period and as soon as practicable following the approval of the award amounts by the Personnel and Compensation Committee. If there are not sufficient full value award shares under the plan, then cash will be paid in lieu of shares.

Deferral of Award

Participants will have the right to defer up to 100 percent of their payout under the Performance Share Plan (expressed as a percent of the total award or as specified number of shares). Deferral elections must be made prior to the beginning of the three-year Performance Period. These deferrals will be for five years, ten years, or the earlier to occur of retirement or termination of employment, at the Participant’s election.

3

Termination of Employment

If a Participant terminates employment because of retirement, such Participant’s PSP participation will be prorated based on the number of full months of employment, divided by 36. Awards will be paid at the same time as Awards are paid to active Participants.

If a Participant terminates employment for any other reason, the current cycle’s incentive and any prior cycle’s installment payment or payments will be forfeited unless deemed otherwise by the Personnel and Compensation Committee.

Tax Consequences

Generally and currently taxes are not payable until the Performance Cycle is completed and the applicable installment is to be paid during the three-year period following the completion of the Performance Cycle. For Federal income tax purposes, the value of a Participant’s distribution is taxable as wages at ordinary income tax rates in the year in which it is received. State and local income tax laws generally provide for the same treatment. At the time each installment payment for a completed Performance Cycle is to be paid, additional information regarding taxes due will be distributed.

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EX-10.4

Exhibit 10.4

FOURTH AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

     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:

1.	AIP. In the AIP at an annual opportunity at 100% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year.
2.	PSP. In the PSP at an opportunity equal to 150% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the PSP for any measurement period.
3.	Restricted Stock Award Program (“RSAP”). In the RSAP with annual grants of restricted stock equal to at least 30% of Base Salary as of the date of this grant subject to meeting targets set forth in the RSAP.
4.	Stock Options. Eligibility to receive future grants of options in a number determined by the Committee, each subject to the terms and conditions of the Stock Option Incentive Plan.

     5. Employee Benefits. The Executive shall participate in each qualified, non-qualified and supplemental employee benefit, executive benefit, fringe benefit and perquisite plan, policy or arrangement of the Company applicable to executive level employees, including, but not limited to, expense reimbursement policies and use of an automobile, in each case, in accordance with the terms and conditions thereof (including tax equalization payments to the extent provided with respect to such plans by Allegheny Teledyne Incorporated on or prior to November 29, 1999) as in effect from time to time. It is understood and agreed that effective June 1, 2007, the Company shall no longer be required to provide a country club and a city club membership and related applicable tax gross-ups to the Executive. Nothing in this Employment Agreement shall be construed as preventing the amendment or termination of any such plan, policy or arrangement by the Company so long as such amendment or termination affects all executive employees of the Company then participating.

     6. Non-Qualified Pension Arrangement. In addition to the employee benefits described in Section 5, the Company will pay to the Executive (or his designee if amounts are payable after the death of the Executive) following his Retirement (as defined below), as payments supplemental to any accrued pension under the Company’s qualified pension plan, an annual amount, paid in equal monthly installments, equal to 50% of his Base Compensation at

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the rate in effect on the date of his Retirement. Such annual amount shall be paid each year for ten (10) years following his Retirement; it being recognized that, as per Executive’s original employment agreement, the Executive as of August 1, 2007, has rendered to the Company ten years of service (including the period from August, 1997 through and including November, 1999 rendered as service to the Company’s predecessor, Allegheny Teledyne Incorporated).

     For purposes of Section 6 of this Employment Agreement and without effect upon whether the Executive is deemed to be retired under the CIC Agreement, the Executive will be deemed to have a Retirement upon his Separation From Service with the Company for any reason other than for Cause. For purposes of Section 6 of this Employment Agreement, the Executive shall be deemed to have experienced a Separation From Service upon the Executive’s death, Disability, or upon the complete cessation of the Executive’s service to the Company as an employee or as an independent contractor as determined in the sole discretion of the Company; provided, however, that the Executive’s cessation of services shall not constitute a Separation From Service if the Company anticipates a renewal of the Executive’s services as an employee, independent contractor or in any other capacity. For purposes of this Section 6 of the Employment Agreement, the Executive shall be deemed to have experienced a Separation From Service due to Disability where, in the sole discretion of the Company:

(a)	The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
(b)	The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.

     Additionally, and notwithstanding the foregoing, in the event of a Separation From Service for any reason other than Disability, payment shall be made six months after the date of Separation From Service, but in no event shall payment be made, or commence to be made, after the later of (i) the last day of the calendar year in which such six-month date occurs or (ii) 2 ¹/2 months after the occurrence of the six-month date and the initial payment shall be equal to six times the monthly amount otherwise due and the next and each subsequent monthly payment shall be equal to one times the monthly amount otherwise due. Payments made pursuant to this Section 6 resulting from Separation From Service due to Disability shall commence as soon as administratively feasible following such Separation From Service, but in no event shall distribution be made, or commence to be made, after the later of (i) the next following December 31 or (ii) 2 ¹/2 months after the date of such Separation From Service due to Disability.

     The provisions of this Section 6 are intended to comply with the requirements applicable to nonqualified deferred compensation plans under Section 409A of the Code. Notwithstanding any other provision of this Employment Agreement, this Section 6 shall be interpreted and administered in accordance with the requirements of Section 409A of the Code.

     7. Binding Agreement. The Company will use its best efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or

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substantially all of the business and/or assets of the Company) to expressly assume and agree to perform this Employment Agreement and the CIC Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be deemed to be a termination without Cause for purposes of this Employment Agreement and the CIC Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be the Date of Termination.

     8. Notices. Any notice required or permitted under this Agreement shall be given in writing and shall be deemed to have been effectively made or given if personally delivered at the address first above written or such other address as may be given by one party to the other.

     9. Withholding. The Company shall be entitled to withhold, or cause to be withheld, from payment any amount payable under this Employment Agreement of any payroll and withholding taxes required by law, as determined by the Company in good faith.

     10. Governing Law. This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of California without reference to rules relating to conflict of law.

     11. Headings. The headings of sections are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

     12. Counterparts. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties have executed this Fourth Amended and Restated Employment Agreement as of the day and year first above written.

EXECUTIVE
By:
	Robert Mehrabian
TELEDYNE TECHNOLOGIES INCORPORATED
By:
	John T. Kuelbs
	Executive Vice President, General Counsel  and Secretary

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EX-99.1

Exhibit 99.1

1049 Camino Dos Rios
Thousand Oaks, CA 91360-2362

NewsRelease

TELEDYNE TECHNOLOGIES REPORTS
FOURTH QUARTER RESULTS

THOUSAND OAKS, Calif. – January 22, 2009 – Teledyne Technologies Incorporated (NYSE:TDY)

• Revenue increased 9.3% to $467.1 million compared with last year

• Earnings per diluted share increased 15.1% to $0.84 compared with last year

• Full year revenues increased 16.8% to $1.895 billion

• Full year earnings per diluted share increased 23.2% to $3.35

• Acquired Cormon Limited, Odom Hydrographic Systems, Inc. and assets of Demo Systems LLC

Teledyne Technologies today reported fourth quarter 2008 sales of $467.1 million, compared with sales of $427.5 million for the same period of 2007. Net income for the fourth quarter of 2008 was $30.8 million ($0.84 per diluted share), compared with net income of $26.6 million ($0.73 per diluted share) in the fourth quarter of 2007.

“We were pleased to end 2008 with another strong quarter. During the fourth quarter, sales increased 9.3% and earnings per share increased 15.1%. In addition, we reported record operating margin in our Electronics and Communications Segment and for the total company,” said Robert Mehrabian, chairman, president and chief executive officer. “Our positive results for the quarter were achieved despite significant weakness in some of our commercial businesses for which orders slowed dramatically during the quarter. We expect 2009 to be a challenging year given the continuing global economic downturn, increased pension expense and volatile commodity prices. Nonetheless, we believe we can successfully navigate the current environment given our balanced mix of businesses in defensible markets, sufficient liquidity, and continued commitment to operational excellence.”

Full Year 2008

Sales for 2008 were $1,895.3 million, compared with $1,622.3 million for 2007. Net income for 2008 was $122.2 million ($3.35 per diluted share), compared with $98.5 million ($2.72 per diluted share) for 2007. Net income for 2008 included pension expense of $9.6 million ($0.2 million in net pension income after recovery from certain government contracts), compared with pension expense of $11.9 million ($1.7 million in net pension expense after recovery from certain government contracts) in 2007. Net income for 2008 also included $15.7 million in intangible asset amortization, compared with $6.4 million in 2007.

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Review of Operations (comparisons are with the fourth quarter of 2007, unless noted otherwise)

Electronics and Communications

The Electronics and Communications segment’s fourth quarter 2008 sales were $328.7 million, compared with $283.5 million, an increase of 15.9%. Fourth quarter 2008 operating profit was $49.7 million, compared with operating profit of $38.7 million, an increase of 28.4%.

The fourth quarter 2008 sales improvement resulted from revenue growth in electronic instruments and defense electronics, partially offset by lower sales of other commercial electronics. The revenue growth in electronic instruments was driven by the acquisition of assets of Impulse Enterprise (“Impulse”) on December 31, 2007, the acquisition of Storm Products Co. (“Storm”) on December 31, 2007, the acquisition of S G Brown Limited and its wholly-owned subsidiary TSS (International) Limited (together “TSS International”) on January 31, 2008, the acquisition of assets of Webb Research Corp. (“Webb”) on July 7, 2008 and the acquisition of Cormon Limited and Cormon Technology Limited (together “Cormon”) on October 16, 2008 and organic sales growth. Organic sales growth in electronic instruments primarily reflected increased sales of marine instruments, partially offset by lower sales of environmental and industrial instruments. The revenue growth in defense electronics was driven by the acquisition of Storm on December 31, 2007, the acquisition of assets of Judson Technologies, LLC (“Judson”) on February 1, 2008, the acquisition of the Defense Electronics business of Filtronic PLC on August 15, 2008, and organic sales growth. Lower sales of other commercial electronics primarily reflected lower sales of medical electronic manufacturing services. The increase in segment revenue in the fourth quarter of 2008 from acquisitions made since the end of the third quarter of 2007 was $40.2 million. Operating profit was favorably impacted by revenue from acquisitions, organic sales growth and sales mix, partially offset by higher environmental reserves. Operating profit also reflected lower LIFO expense of $0.6 million.

Engineered Systems

The Engineered Systems segment’s fourth quarter 2008 sales were $85.6 million, compared with $78.3 million, an increase of 9.3%. Fourth quarter 2008 operating profit was $7.6 million, compared with operating profit of $7.1 million, an increase of 7.0%.

The fourth quarter 2008 sales improvement primarily reflected revenue growth in certain manufacturing programs including gas centrifuge service modules for nuclear power applications, as well as defense and environmental programs. Operating profit in the fourth quarter of 2008 reflected the impact of higher revenue. Operating profit included pension expense of $1.2 million in the fourth quarter of 2008, compared with $1.6 million. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (“CAS”) was $2.0 million in the fourth quarter of 2008, compared with $2.1 million.

Aerospace Engines and Components

The Aerospace Engines and Components segment’s fourth quarter 2008 sales were $31.1 million, compared with $42.1 million, a decrease of 26.1%. The fourth quarter 2008 operating loss was $2.8 million, compared with operating profit of $3.0 million.

The lower sales reflect reduced OEM piston engine and spare parts sales. The operating loss for the fourth quarter of 2008 primarily reflected the impact of reduced sales. The operating loss also reflected higher LIFO expense of $0.3 million.

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Energy and Power Systems

The Energy and Power Systems segment’s fourth quarter 2008 sales were $21.7 million, compared with $23.6 million, a decrease of 8.1%. Operating profit was $3.0 million, in both the fourth quarter of 2008 and 2007.

Fourth quarter 2008 sales primarily reflected lower commercial hydrogen generators sales, partially offset by higher turbine engine sales. Operating profit reflected higher margins in the turbine engine business, offset by lower margins in the hydrogen generator business and the impact of lower sales.

Additional Financial Information (comparisons are with the fourth quarter of 2007, unless noted otherwise)

Cash Flow

Cash provided by operating activities was $7.5 million for the fourth quarter of 2008, compared with $43.3 million. The lower cash provided by operating activities in 2008 was primarily due to a voluntary pension contribution of $30.0 million, higher aircraft product defense and settlement payments of $18.2 million and increased working capital requirements, partially offset by higher net income, the contribution from recent acquisitions and lower income tax payments of $12.4 million. Free cash flow (cash from operating activities less capital expenditures) was negative $6.0 million for the fourth quarter of 2008, compared with positive free cash flow of $33.7 million. At December 28, 2008, total debt was $333.2 million, which includes $326.0 million drawn on available credit lines (primarily to fund acquisitions), as well as other debt and capital lease obligations. Cash and cash equivalents were $20.4 million at December 28, 2008. The company also received $0.9 million from the exercise of employee stock options in the fourth quarter of 2008, compared with $1.5 million. Capital expenditures for the fourth quarter of 2008 were $13.5 million, compared with $9.6 million. Depreciation and amortization expense for the fourth quarter of 2008 was $10.9 million, compared with $9.1 million. Depreciation and amortization expense was $47.3 million for full year 2008 and $34.7 million for full year 2007. On October 16, 2008, Teledyne Limited acquired Cormon. On December 19, 2008, Teledyne Technologies acquired Odom Hydrographic Systems, Inc. On December 24, 2008, Teledyne Technologies acquired the assets of Demo Systems LLC. The company paid an aggregate of $33.3 million in cash for these acquisitions.

Free Cash Flow(a)

	Fourth			Fourth			Total			Total
	Quarter			Quarter			Year			Year
(in millions, brackets indicate use of funds	2008			2007			2008			2007
Cash provided by operating activities	$	7.5		$	43.3		$	120.4		$	166.7
Capital expenditures for property, plant and equipment		(13.5	)		(9.6	)		(41.9	)		(40.3	)
Free cash flow	$	(6.0	)	$	33.7		$	78.5		$	126.4

(a) The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. The company believes that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the company’s ability to generate cash flow.

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Pension

Pension expense was $2.4 million for the fourth quarter of 2008 compared with $3.0 million. Pension expense allocated to contracts pursuant to CAS was $2.7 million for the fourth quarter of 2008 compared with $2.6 million. Pension expense determined allowable under CAS can generally be recovered through the pricing of products and services sold to the U.S. Government. In accordance with the requirements of SFAS No. 158, in the fourth quarter of 2008 the company reduced stockholders’ equity by $122.1 million to record the non-cash adjustment to the minimum pension liability component of stockholders’ equity and also recorded a $202.6 million increase to the long-term pension liability. The adjustment to equity did not affect net income and was recorded net of deferred taxes. The adjustment was required primarily due to the significant decline in pension assets during the year due to negative market returns.

Income Taxes

The effective tax rate for the fourth quarter of 2008 was 36.2% compared with 33.6%. The effective tax rate for the fourth quarter of 2008 reflects the impact of expected research and development income tax refunds of $1.2 million for 2008. Excluding this item, the company’s effective tax rate for the fourth quarter of 2008 would have been 38.8%. The effective tax rate for the fourth quarter of 2007 reflects the impact of expected research and development income tax refunds of $0.4 million and also reflects the reversal of $0.1 million in income tax contingency reserves which were determined to be no longer needed due to the completion of state tax audits and the expiration of applicable statutes of limitations. Excluding these items, the company’s effective tax rate for the fourth quarter of 2007 would have been 34.7%. The total year 2008 effective tax rate was 37.1% compared with an effective rate of 34.1% for 2007. The effective tax rate for total year 2008 reflects the impact of expected research and development income tax refunds of $2.5 million and also reflects the reversal of $0.8 million in income tax contingency reserves which were determined to be no longer needed due to the expiration of applicable statutes of limitations. Excluding these items the company’s effective tax rate for total year 2008 would have been 38.8%. The effective tax rate for total year 2007 reflects the impact of expected research and development income tax refunds of $4.4 million and also reflects the reversal of $1.1 million in income tax contingency reserves which were determined to be no longer needed due to the completion of state tax audits and the expiration of applicable statutes of limitations. Excluding these items the company’s effective tax rate for total year 2007 would have been 37.7%.

Stock Option Compensation Expense

For the fourth quarter of 2008, the company recorded a total of $1.9 million in stock option expense, of which $0.6 million was recorded as corporate expense and $1.3 million was recorded in the operating segment results. For the fourth quarter of 2007, the company recorded a total of $1.7 million in stock option expense, of which $0.6 million was recorded as corporate expense and $1.1 million was recorded in the operating segment results.

Other

Interest expense, net of interest income, was $2.9 million for the fourth quarter of 2008, compared with $2.4 million, and primarily reflected the impact of higher outstanding debt levels, partially offset by lower average interest rates. Other income and expense included higher deferred compensation expenses. Other income in the fourth quarter of 2007 included $0.8 million received for the early return of leased property. Corporate expense was $6.0 million for the fourth quarter of 2008, compared with $10.0 million and reflected lower compensation expense, lower professional fees expenses and lower relocation expenses. Minority interest reflects the minority ownership interests in Ocean Design, Inc. and Teledyne Energy Systems, Inc.

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Outlook

Based on its current outlook, the company’s management believes that first quarter 2009 earnings per diluted share will be in the range of approximately $0.50 to $0.55 The full year 2009 earnings per diluted share outlook is expected to be in the range of approximately $2.70 to $2.80 The 2009 earnings outlook includes higher pension expense of $0.31 per diluted share, after recovery of allowable pension costs from our CAS covered government contracts, and lower income tax credits of $0.03 per diluted share compared with 2008. The outlook for the first quarter and full year 2009 reflects a reduction in sales for the company’s Aerospace Engines and Components segment. In addition, the full year outlook reflects a contraction in sales of marine instruments, which serve the offshore exploration market, especially in the second half of 2009. The company’s estimated effective tax rate for 2009 is expected to be 38.3%, excluding anticipated tax credits totaling $2.5 million during 2009.

The full year 2009 earnings outlook includes approximately $30.7 million in pension expense, or $18.3 million in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. Full year 2008 earnings included $9.6 million in pension expense, or $0.2 million in net pension income after recovery of allowable pension costs from our CAS covered government contracts. The increase in full year 2009 pension expense reflects the reduction in pension assets due to negative market returns and the reduction in the expected rate of return on pension assets from 8.5% to 8.25%, partially offset by the impact of the higher pension contributions made in 2008 and a change in the discount rate on pension liabilities from 6.0% to 6.25%.

The company’s 2009 earnings outlook also reflects $6.5 million in stock option compensation expense. The company’s 2008 earnings included $7.5 million in stock option compensation expense.

Forward-Looking Statements Cautionary Notice

This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, product sales, pension matters, stock option compensation expense, tax credits and strategic plans. All statements made in this press release that are not historical in nature should be considered forward-looking. Actual results could differ materially from these forward-looking statements. Many factors, including continuing disruptions in the global economy and insurance and credit markets, changes in demand for products sold to the defense electronics, instrumentation and energy exploration and production, commercial aviation, semiconductor and communications markets, funding, continuation and award of government programs, continued liquidity of our customers (including commercial and military aviation customers) and availability of credit to our customers, could change the anticipated results. Increasing fuel costs could negatively affect the markets of our commercial aviation businesses. In addition, financial market fluctuations affect the value of the company’s pension assets.

Global responses to terrorism and other perceived threats increase uncertainties associated with forward-looking statements about our businesses. Various responses to terrorism and perceived threats could realign government programs and affect the composition, funding or timing of our programs. Flight restrictions would negatively impact the market for general aviation aircraft piston engines and components. The new leadership of the U.S. Government could result, over time, in reductions in defense spending and further changes in programs in which the company participates.

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The company continues to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While the company believes its control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

Teledyne Technologies’ growth strategy includes possible acquisitions. The company cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses and retain customers and to achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses outside of the United States, including those arising from U.S. and foreign government policy changes or actions and exchange rate fluctuations.

Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Teledyne Technologies’ periodic filings with the Securities and Exchange Commission, including its 2007 Annual Report on Form 10-K and its first quarter, second quarter and third quarter 2008 Forms 10-Q. The company assumes no duty to update forward-looking statements.

A live webcast of Teledyne Technologies’ fourth quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, January 22, 2009. To access the call, go to www.companyboardroom.com or www.teledyne.com approximately ten minutes before the scheduled start time. A replay will also be available for one month at these same sites starting at 12:00 p.m. (Eastern) on Thursday, January 22, 2009.

Investor Contact:	Jason VanWees
	(805) 373-4542
Media Contact:	Robyn McGowan
	(805) 373-4540

###

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TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED
DECEMBER 28, 2008 AND DECEMBER 30, 2007
(Unaudited — In millions, except per share amounts)

	Fourth			Fourth			Total			Total
	Quarter			Quarter			Year			Year
	2008			2007			2008			2007
Net sales	$	467.1		$	427.5		$	1,895.3		$	1,622.3
Costs and expenses
Cost of sales		329.1			304.6			1,323.8			1,136.4
Selling, general and administrative expenses		86.5			81.1			364.6			323.6
Total costs and expenses		415.6			385.7			1,688.4			1,460.0
Income before other income and (expense) and taxes		51.5			41.8			206.9			162.3
Other income		0.2			1.5			0.6			2.9
Minority interest		(0.4	)		(0.9	)		(2.3	)		(3.4	)
Interest expense, net		(2.9	)		(2.4	)		(10.9	)		(12.5	)
Income before income taxes		48.4			40.0			194.3			149.3
Provision for income taxes (a)		17.6			13.4			72.1			50.8
Net income	$	30.8		$	26.6		$	122.2		$	98.5
Diluted earnings per common share	$	0.84		$	0.73		$	3.35		$	2.72
Weighted average diluted common shares outstanding		36.6			36.4			36.5			36.2

(a) Fiscal year 2008 includes income tax credits of $2.5 million of which $1.2 million was recorded in the fourth quarter of 2008. Fiscal year 2008 also reflects the reversal of $0.8 million in income tax contingency reserves which were determined to be no longer needed due to the expiration of applicable statutes of limitations. Fiscal year 2007 includes income tax credits of $4.4 million of which $0.4 million was recorded in the fourth quarter of 2007. Fiscal year 2007 also reflects the reversal of $1.1 million in income tax contingency reserves which were determined to be no longer needed due to the completion of state tax audits and the expiration of applicable statutes of limitations, of which $0.1 million was recorded in the fourth quarter of 2007.

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TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE FOURTH QUARTER AND FISCAL YEAR ENDED
DECEMBER 28, 2008 AND DECEMBER 30, 2007
(Unaudited — In millions)

	Fourth			Fourth									Total
	Quarter			Quarter						Total			Year
	2008			2007			% Change			Year 2008			2007			% Change
Net sales:
Electronics and Communications	$	328.7		$	283.5			15.9	%	$	1,276.6		$	1,071.6			19.1	%
Engineered Systems		85.6			78.3			9.3	%		362.7			301.7			20.2	%
Aerospace Engines and Components		31.1			42.1			(26.1	)%		171.8			180.7			(4.9	)%
Energy and Power Systems		21.7			23.6			(8.1	)%		84.2			68.3			23.3	%
Total sales	$	467.1		$	427.5			9.3	%	$	1,895.3		$	1,622.3			16.8	%
Operating profit (loss) and other segment income:
Electronics and Communications	$	49.7		$	38.7			28.4	%	$	183.0		$	143.2			27.8	%
Engineered Systems		7.6			7.1			7.0	%		35.0			26.2			33.6	%
Aerospace Engines and Components		(2.8	)		3.0			*	%		8.3			19.2			(56.8	)%
Energy and Power Systems		3.0			3.0			—	%		10.2			6.3			61.9	%
Segment operating profit and other segment income		57.5		$	51.8			11.0	%		236.5		$	194.9			21.3	%
Corporate expense		(6.0	)		(10.0	)		(40.0	)%		(29.6	)		(32.6	)		(9.2	)%
Other income, net		0.2			1.5			(86.7	)%		0.6			2.9			(79.3	)%
Minority interest		(0.4	)		(0.9	)		(55.6	)%		(2.3	)		(3.4	)		(32.4	)%
Interest expense, net		(2.9	)		(2.4	)		20.8	%		(10.9	)		(12.5	)		(12.8	)%
Income before income taxes		48.4			40.0			21.0	%		194.3			149.3			30.1	%
Provision for income taxes (a)		17.6			13.4			31.3	%		72.1			50.8			41.9	%
Net income	$	30.8		$	26.6			15.8	%	$	122.2		$	98.5			24.1	%

(a)

Fiscal year 2008 includes income tax credits of $2.5 million of which $1.2 million was recorded in the fourth quarter of 2008. Fiscal year 2008 also reflects the reversal of $0.8 million in income tax contingency reserves which were determined to be no longer needed due to the expiration of applicable statutes of limitations. Fiscal year 2007 includes income tax credits of $4.4 million of which $0.4 million was recorded in the fourth quarter of 2007. Fiscal year 2007 also reflects the reversal of $1.1 million in income tax contingency reserves which were determined to be no longer needed due to the completion of state tax audits and the expiration of applicable statutes of limitations, of which $0.1 million was recorded in the fourth quarter of 2007.

*

not meaningful

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TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
DECEMBER 28, 2008 AND DECEMBER 30, 2007
(Current period unaudited – In millions)

	December 28,		December 30,
	2008		2007
ASSETS
Cash and cash equivalents	$	20.4	$	13.4
Accounts receivables, net		283.7		241.1
Inventories, net		208.4		174.6
Deferred income taxes, net		35.5		34.5
Prepaid expenses and other current assets		41.9		13.1
Total current assets		589.9		476.7
Property, plant and equipment, net		202.6		177.2
Deferred income taxes, net		90.5		56.9
Goodwill and acquired intangible assets, net		618.6		413.3
Other assets, net		30.1		35.3
Total Assets	$	1,531.7	$	1,159.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	109.7	$	105.1
Accrued liabilities		186.6		157.1
Current portion of long-term debt and capital lease		1.1		0.8
Total current liabilities		297.4		263.0
Long-term debt and capital lease obligations		332.1		142.4
Other long-term liabilities		362.1		223.8
Total Liabilities		991.6		629.2
Total Stockholders’ Equity		540.1		530.2
Total Liabilities and Stockholders’ Equity	$	1,531.7	$	1,159.4

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