Delaware | 1-15295 | 25-1843385 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1049 Camino Dos Rios Thousand Oaks, California | 91360-2362 | |||
(Address of principal executive offices) | (Zip Code) | |||
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
• | AIP: Dr. Mehrabian shall participate in Teledyne's Annual Incentive Plan (AIP) at an opportunity of 120% of base salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year. This is the same as Dr. Mehrabian's current AIP opportunity. |
• | PSP: Through December 31, 2019, Dr. Mehrabian shall participate in Teledyne's Performance Share Plan (PSP) at the current opportunity of 150% of base salary if targets are reached at 100%. Effective January 1, 2020, Dr. Mehrabian shall participate in the PSP at an opportunity equal to 300% of base salary if targets are reached at 100%. The applicable percentage for Dr. Mehrabian's current 2018-2020 PSP award will be prorated, with this increased percentage effective as of January 1, 2020. |
• | Restricted Stock: Dr. Mehrabian shall participate in Teledyne's restricted stock award program with annual grants of restricted stock equal to at least 100% of Base Salary as of the date of the grant subject to meeting targets set forth in the restricted stock award. This is the same as Dr. Mehrabian's current restricted stock award opportunity. |
• | Stock Options: If the Committee makes an annual option grant in 2019, Dr. Mehrabian's stock option grant shall have the same fair value as the grant given to Dr. Mehrabian in 2018, which is |
• | Supplemental Pension Benefit: With respect to Dr. Mehrabian's Non-Qualified Pension Benefit, which provides for payments supplemental to any accrued pension under Teledyne's qualified pension plan equal to 50% of his base compensation (as defined in Dr. Mehrabian's Change in Control Severance Agreement) for ten years following Dr. Mehrabian's retirement, the Mehrabian Employment Agreement provides that the base compensation rates to be used for calculating the payments shall be the rates in effect for 2018. |
• | Post-Retirement Medical Coverage: Commencing on Dr. Mehrabian's separation from service (for any reason) and continuing for the longer to live of Dr. Mehrabian and his spouse, Dr. Mehrabian and his spouse shall be deemed participants in Teledyne's medical benefit plan offered to all employees of Teledyne and be deemed to be eligible to receive the benefits under the medical plan. Dr. Mehrabian shall be charged for such deemed participation at a rate equal to the monthly rate the medical plan charges former participants and spouses eligible for continuation coverage under COBRA, plus the rate payable by the employer, as each such COBRA rate is adjusted from time to time. |
• | AIP: Mr. Pichelli shall participate in the AIP at an opportunity of 110% of base salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year. |
• | PSP: Mr. Pichelli shall participate in the PSP at an opportunity equal to 300% of base salary if targets are reached at 100%. The applicable percentage for Mr. Pichelli's current 2018-2020 PSP award will be prorated, with this increased percentage effective as of January 1, 2019. |
• | Restricted Stock: Mr. Pichelli shall participate in Teledyne's restricted stock award program with annual grants of restricted stock equal to at least 100% of Base Salary as of the date of the grant subject to meeting targets set forth in the restricted stock award. |
• | Stock Options: Mr. Pichelli will be eligible to receive future annual grants of options having a fair value of at least $800,000 as of the grant date, or such other higher value as determined by the Committee. With respect to options granted to Mr. Pichelli on or after the date of the Pichelli Employment Agreement, the Pichelli Employment Agreement provides that in the event of Mr. Pichelli's separation of service for any reason other than death, outstanding stock options shall |
• | Mr. Pichelli will continue to be eligible to participate in other employee benefit plans and programs available to executive-level employees, including but not limited to an automobile allowance. |
New Base | ||||||
Name | Position | Salary | ||||
Susan L. Main | Senior Vice President and Chief Financial Officer | $ | 469,600 | |||
Melanie S. Cibik | Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | $ | 428,700 |
Exhibit 10.1 | ||
Exhibit 10.2 | ||
Exhibit 99.1 |
TELEDYNE TECHNOLOGIES INCORPORATED | ||||
By: | /s/ Melanie S. Cibik | |||
Melanie S. Cibik | ||||
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||
Dated: October 23, 2018 |
Exhibit 10.1 | ||
Exhibit 10.2 | ||
Exhibit 99.1 |
1. | AIP. In the AIP at an annual opportunity at 120% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year. |
2. | PSP. Through December 31, 2019, in the PSP at an opportunity equal to 150% of Base Salary if targets are reached at 100%. Effective January 1, 2020, in the PSP at an opportunity equal to 300% of Base Salary if targets are reached at 100%. The applicable percentage for Executive’s current 2018-2020 PSP award will be prorated, with this increased percentage effective as of January 1, 2020. |
3. | Restricted Stock Award Program (“RSAP”). In the RSAP with annual grants of restricted stock equal to at least 100% of Base Salary as of the date of the grant subject to meeting targets set forth in the RSAP. |
4. | Stock Options. If the Committee make an annual option grant in 2019, as determined by the Committee, the Executive’s stock option grant shall have the same value as the grant given to the Executive in 2018, which is $2,265,041, and future annual grants thereafter, as determined by the Committee, shall have a value equal to $900,000, with each such grant subject to the terms and conditions of the Stock Option Incentive Plan except to the extent provided below. With respect to options granted to the Executive on or after the date hereof, notwithstanding anything set forth in any plan or |
(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. |
By: /s/ Aldo Pichelli Aldo Pichelli |
By: /s/ Charles Crocker Charles Crocker Chair, Personnel and Compensation Committee |
Contact: | Jason VanWees (805) 373-4542 |