Teledyne Technologies Inc 8-K, filed Aug 30, 2021
Teledyne Technologies Inc (TDY)
8-K
2021-08-30
For: 2021-08-27
View Original
Added on
April 08, 2026
About this 8-K
Teledyne Technologies Inc filed this 8-K on August 30, 2021, reporting on events of August 27, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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): August 27, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
(b) On August 30, 2021, Teledyne Technologies Incorporated ("Teledyne") announced that Aldo Pichelli, Teledyne's President and Chief Executive Officer, would retire on December 31, 2021, and that Robert Mehrabian, currently Teledyne's Executive Chairman, would resume his role as Chairman, President and Chief Executive Officer of Teledyne, effective as of October 15, 2021.
Teledyne also announced that effective as of October 15, 2021, Jason VanWees, currently Teledyne's Executive Vice President, would assume the office of Vice Chairman, with management oversight responsibility for strategy, mergers and acquisitions, investor relations and margin improvement, and that George C. Bobb, III, currently Teledyne's Vice President and President of Teledyne's Aerospace and Defense Electronics segment, would assume the title of Senior Vice President, with management oversight responsibility for the Aerospace and Defense Electronics segment, the Marine Instrumentation Group, Teledyne Scientific & Imaging LLC, and the information technology function.
Teledyne previously announced on May 14, 2021, in connection with the acquisition by Teledyne of FLIR Systems, Inc., that Edwin Roks, President of Teledyne's Digital Imaging segment, was promoted to Executive Vice President of Teledyne.
A copy of the press release announcing the foregoing management changes is attached as Exhibit 99.1 to this Current Report on Form 8-K.
(e) On August 27, 2021, the Personnel and Compensation Committee of Teledyne’s Board of Directors (the "Committee") took the following actions with respect to the compensation of the Named Executive Officers identified in Teledyne’s 2021 Proxy Statement:
1. Robert Mehrabian, Executive Chairman (Chairman, President and Chief Executive Officer effective October 15, 2021):
Effective October 15, 2021, Dr. Mehrabian's annual base salary will increase from $900,000 to $1,100,000, his Annual Incentive Plan (AIP) target as a percentage of base salary will increase from 120% to 150% (to be prorated for 2021), his Performance Plan target as a percentage of base salary will increase from 100% to 160% (to be prorated for the 2021-2023 performance cycle), the percentage of base salary used to calculate his Restricted Stock Award will increase from 100% to 160% (beginning with awards granted in 2022), and the fair value of his annual stock option grant will increase from $900,000 to $1,760,000 (beginning with awards granted in 2022).
In addition, the Committee granted to Dr. Mehrabian a one-time stock option award, to be issued on October 15, 2021, having a fair value equal to $860,000, with an exercise price equal to the closing price of Teledyne common stock on October 15, 2021.
On August 27, 2021, Teledyne and Dr. Mehrabian entered into a Seventh Amended and Restated Employment Agreement, memorializing the changes in his title and compensation discussed above. A copy of the Seventh Amended and Restated Employment Agreement with Dr. Mehrabian is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
2. Jason VanWees, Executive Vice President (Vice Chairman effective October 15, 2021)
Effective October 15, 2021, Mr. VanWees' annual base salary will increase from $448,800 to $535,000, his AIP target as a percentage of base salary will increase from 75% to 80% (to be prorated for 2021), his Performance Plan target as a percentage of base salary will increase from 41.7% to 45% (to be prorated for the 2021-2023 performance cycle), and the fair value of his annual stock option grant will increase from $726,600 to $800,000 (beginning with awards granted in 2022).
In addition, the Committee granted to Mr. VanWees a one-time stock option award, to be issued on October 15, 2021, having a fair value equal to $73,400, with an exercise price equal to the closing price of Teledyne common stock on October 15, 2021.
3. Susan L. Main, Senior Vice President and Chief Financial Officer
Effective October 15, 2021, Ms. Main's annual base salary will increase from $479,000 to $530,000, her AIP target as a percentage of base salary will increase from 75% to 80% (to be prorated for 2021), her Performance Plan target as a percentage of base salary will increase from 41.7% to 45% (to be prorated for the 2021-2023 performance cycle), and the fair value of her annual stock option grant will increase from $726,600 to $800,000 (beginning with awards granted in 2022).
In addition, the Committee granted to Ms. Main a one-time stock option award, to be issued on October 15, 2021, having a fair value equal to $73,400, with an exercise price equal to the closing price of Teledyne common stock on October 15, 2021.
4. Melanie S. Cibik, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Effective October 15, 2021, Miss Cibik's annual base salary will increase from $437,300 to $480,000, her AIP target as a percentage of base salary will increase from 60% to 75% (to be prorated for 2021) and her Performance Plan target as a percentage of base salary will increase from 41.7% to 45% (to be prorated for the 2021-2023 performance cycle).
In making the compensation adjustments described above, the Committee considered general industry and industry peer compensation information provided by independent compensation consultants, executive performance, promotions and increased responsibilities, including with respect to Teledyne's recent acquisition of FLIR Systems, Inc., and other factors.
Also on August 27, 2021, Teledyne and Mr. Pichelli entered into Amendment Number 2 to Mr. Pichelli's Employment Agreement, pursuant to which Mr. Pichelli agreed to relinquish his title of President and Chief Executive Officer effective October 15, 2021, and confirmation that he agreed to forego an annual option grant for 2021. A copy of Amendment Number 2 to Mr. Pichelli's Employment Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 27, 2021, the Board adopted the Third Amended and Restated Bylaws of Teledyne Technologies Incorporated (the “Amended Bylaws”), which reflect an amendment to Section 3 of Article IV of Teledyne’s existing Second Amended and Restated Bylaws to provide that the position of Vice Chairman may be held by an officer who is not a director of the Corporation. The Amended Bylaws became effective immediately.
The foregoing summary of the Amended Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 3.1 | |||||
| Exhibit 10.1 | |||||
| Exhibit 10.2 | |||||
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | ||||
† Denotes management contract or compensatory plan or arrangement.
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/ Melanie S. Cibik | |||||||||||||
| Melanie S. Cibik | ||||||||||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | ||||||||||||||
| Dated: August 30, 2021 | ||||||||||||||
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THIRD AMENDED AND RESTATED BYLAWS
OF
TELEDYNE TECHNOLOGIES INCORPORATED
----------------------------------------------
ADOPTED: NOVEMBER 29, 1999
FIRST AMENDMENT AND RESTATEMENT: JULY 22, 2014
SECOND AMENDMENT AND RESTATEMENT: JANUARY 2, 2021
THIRD AMENDMENT AND RESTATEMENT: AUGUST 27, 2021
TABLE OF CONTENTS
Page
ARTICLE I OFFICES. …………………………………………………………… 1
Section 1. Registered Office………………………………………… 1
Section 2. Other Offices…………………………………………….. 1
ARTICLE II MEETINGS OF STOCKHOLDERS…………………………………… 1
Section 1. Place of Meetings………………………………………… 1
Section 2. Annual Meeting………………………………………….. 1
Section 3. Special Meetings…………………………………………. 1
Section 4. Notice of Meetings……………………………………….. 1
Section 5. Quorum; Adjournment…………………………………… 2
Section 6. Proxies and Voting……………………………………….. 2
Section 7. Stock List…………………………………………………. 2
ARTICLE III BOARD OF DIRECTORS……………………………………………… 3
Section 1. Duties and Powers………………………………………… 3
Section 2. Number and Term of Office………………………………. 3
Section 3. Vacancies………………………………………………….. 4
Section 4. Meetings…………………………………………………… 4
Section 5. Quorum……………………………………………………. 5
Section 6. Actions of Board Without a Meeting……………………… 5
Section 7. Meetings by Means of Conference Telephone……………. 5
Section 8. Committees………………………………………………… 5
Section 9. Compensation …………………………………………….. 6
Section 10. Removal…………………………………………………… 6
Section 11. Initial Period………………………………………………. 6
ARTICLE IV OFFICERS……………………………………………………….......... .. 7
Section 1. General……………………………………………………. 7
Section 2. Election; Term of Office…………………………………. 7
Section 3. Chairman of the Board………………………………..….. 7
Section 4. Chief Executive Officer………………………………….. 7
Section 5. President………………………………………………….. 7
Section 6. Vice President……………………………………………. 8
Section 7. Secretary………………………………………………….. 8
Section 8. Assistant Secretaries……………………………………… 8
Section 9. Treasurer………………………………………………….. 8
Section 10. Assistant Treasurers………………………………………. 9
Section 11. Other Officers…………………………………………….. 9
ARTICLE V STOCK…………………………………………………………………. 9
Section 1. Form of Certificates; Uncertificated Shares……………… 9
Section 2. Signatures………………………………………………… 9
Section 3. Lost Certificates………………………………………….. 9
Section 4. Transfers……………………………………………… 10
Section 5. Record Date…………………………………………… 10
Section 6. Beneficial Owners…………………………………….. 10
Section 7. Voting Securities Owned by the Corporation………….. 10
ARTICLE VI NOTICES…………………………………………………………….. 10
Section 1. Notices ………………………………………………… 10
Section 2. Waiver of Notice………………………………………. 11
ARTICLE VII GENERAL PROVISIONS………………………………………….. 11
Section 1. Dividends……………………………………………… 11
Section 2. Disbursements…………………………………………. 11
Section 3. Corporation Seal……………………………..………… 11
ARTICLE VIII FORUM FOR ADJUDICATION OF DISPUTES…………….….. 11
ARTICLE IX AMENDMENTS………………..………………………..……….. 12
THIRD AMENDED AND RESTATED BYLAWS
OF
TELEDYNE TECHNOLOGIES INCORPORATED
--------------------------------------------
(hereinafter called the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may determine from time to time.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors or the officer of the Corporation calling the meeting as authorized by the Corporation's Certificate of Incorporation and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meeting. Each Annual Meeting of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At an Annual Meeting, the stockholders shall elect directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders, other than those required by statute, may be called only as provided in, and for the purposes specified in accordance with, the Corporation's Certificate of Incorporation.
Section 4. Notice of Meetings. Written notice of the place, date, and time of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or as required from time to time by the Delaware
General Corporation Law or the Certificate of Incorporation. The notice of a special meeting shall also state the purpose or purposes for which the meeting is called.
Section 5. Quorum; Adjournment. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law or the Certificate of Incorporation. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time until a quorum shall be present or represented.
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Section 6. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy, authorized by an instrument in writing or in such manner as may be prescribed by the Delaware General Corporation Law, filed in accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name on the record date for the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation.
All voting, including on the election of directors but excepting where otherwise provided herein or required by law or the Certificate of Incorporation, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder's proxy, or at the discretion of the chairperson of the meeting, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Board of Directors or the chairperson of the meeting.
Except as otherwise required by law or the Certificate of Incorporation and except as set forth in Article III, all matters shall be determined by a majority of the votes cast. For purposes of these Bylaws, a vote characterized as an abstention shall not count as a vote "cast."
Section 7. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder's name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
Section 2. Number and Term of Office. The Board of Directors shall consist of not less than four (4) and not more than twelve (12) members. Subject to the foregoing sentence, the number of directors shall be fixed and may be changed from time to time by resolution duly adopted by a majority of the directors then in office, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.
Except as provided in Section 3 of this Article III, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if as of the close of the applicable notice period set forth in Article NINE of the Certificate of Incorporation, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section 2, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast against that director. The Nominating and Governance Committee of the Board of Directors has established procedures under which any incumbent director who is not elected shall offer to tender his or her resignation to the Board of Directors. The Nominating and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next meeting of stockholders at which he or she would otherwise face re-election (or such earlier date as determined by the Board of Directors) and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this Section 2, or if a nominee for director is
not elected and the nominee is not an incumbent director, then the Board of Directors in its sole discretion may fill any resulting vacancy pursuant to the provisions of Section 3 of this Article III or may decrease the size of the Board of Directors pursuant to the provisions of Section 2 of this Article III. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.
The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the whole number of the Board of Directors. The terms of office of the initial classes of directors shall be as follows: the Class I Directors shall be elected to hold office for a term to expire at the first Annual Meeting of stockholders after the initial classification of directors; the Class II Directors shall be elected to hold office for a term to expire at the second Annual Meeting of stockholders; and the Class III Directors shall be elected to hold office for a term to expire at the third Annual Meeting of stockholders; and in the case of each class, until their respective successors are duly elected and qualified. At each annual meeting of stockholders the director selected to succeed those whose terms have expired shall be identified as being of the same class as the directors they succeed and shall be elected to hold office for a term to expire at the third Annual Meeting of stockholders after their election, or until his or her earlier resignation or removal, and until their respective successors are duly elected and qualified. This paragraph of Article III, Section 2 is also contained in Article TEN, Section (A) of the Corporation's Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed.
Section 3. Vacancies. Except as otherwise fixed pursuant to the provisions of Article FOUR of the Corporation's Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors:
(a) In case of any increase in the number of directors, the additional director or directors, and in case of any vacancy in the Board of Directors due to death, resignation, removal, disqualification or any other reason, the successors to fill the vacancies, shall be elected by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director.
(b) Directors appointed in the manner provided in paragraph (a) to newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or any other cause shall hold office for a term expiring at the next Annual Meeting of stockholders at which the term of the class to which they have been elected expires and until their successors are duly elected and qualified, or until their earlier resignation or removal.
(c) No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
The foregoing provisions of this Article III, Section 3 are also contained in Article TEN, Section (B) of the Corporation's Certificate of Incorporation, and accordingly, may be altered, amended or repealed only to the extent and at the time the comparable Certificate Article is altered, amended or repealed.
Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly-elected Board of Directors shall be held immediately following the Annual Meeting of Stockholders and no notice of such meeting shall be necessary to be given the newly-elected directors in order legally to constitute the meeting, provided a quorum shall be present. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or a majority of the directors then in office. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or facsimile transmission on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Meetings may be held at any time without notice if all the directors are present or if all those not present waive such notice in accordance with Section 2 of Article VI of these Bylaws.
Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws (including Section 11 of this Article III), at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Actions of Board Without a Meeting. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting
can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.
Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any committee, to the extent allowed by law and provided in the Bylaw or resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.
Section 9. Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
Section 10. Removal. Any director or directors may be removed from office only as provided in the Corporation's Certificate of Incorporation.
Section 11. Initial Period. (a) As used in these Bylaws, (i) the "Third Annual Meeting" means the third Annual Meeting of stockholders held after the date on which the common stock of the Corporation becomes registered pursuant to Section 12 of the Securities Exchange Act of 1934, (ii) the "Initial Period" means the period beginning on the date of the adoption of this Section 11 and ending on the date of the Third Annual Meeting, (iii) "ATI" means Allegheny Teledyne Incorporated, a Delaware corporation, (iv) and "Majority Directors" means directors of the Corporation who are also members of the Board of Directors of ATI.
(b) During the Initial Period, at least a majority of the directors of the Corporation shall be Majority Directors. If the election of any director at any time during the Initial Period or if a director's ceasing to be a member of the Board of Directors of ATI results in the number of Majority Directors being less than a majority of the directors of the Corporation then in office, the number of directors shall be increased to the next largest number such that the filling of the resulting vacancy or vacancies by the election of one or more directors who are also members of
the Board of Directors of ATI will result in a majority of the directors of the Corporation being Majority Directors, and the successor or successors to fill said vacancy or vacancies shall be elected by a majority of the Majority Directors then in office, or by a sole remaining Majority Director.
(c) In case of any vacancy in the Board of Directors during the Initial Period due to death, resignation, removal or disqualification of or any other reason affecting any Majority Director, the successor to fill the vacancy shall be elected by a majority of the Majority Directors then in office, or by a sole remaining Majority Director. Directors elected in the manner provided in this paragraph (c) shall hold office for a term expiring at the next Annual Meeting of stockholders at which the term of the class to which they have been elected expires and until their successors are duly elected and qualified, or until their earlier resignation or removal.
(d) During the Initial Period, no quorum shall exist at a meeting of the Board of Directors and no act shall be the act of the Board of Directors unless a majority of the directors present at any such meeting are Majority Directors.
(e) The provisions of this Section 11 may not be altered, amended or repealed during the Initial Period except by a resolution duly adopted by all of the Majority Directors.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall be appointed by the Board of Directors and shall consist of a Chairman of the Board, a Chief Executive Officer, a President, such number of Vice Presidents as the Board of Directors shall elect from time to time, a Secretary, a Treasurer (or a position with the duties and responsibilities of a Treasurer) and such other officers and assistant officers (if any) as the Board of Directors may elect from time to time. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.
Section 2. Election; Term of Office. The Board of Directors at its first meeting held after each Annual Meeting of stockholders shall elect a Chairman of the Board or a President, or both, a Secretary and a Treasurer (or a position with the duties and responsibilities of a Treasurer), and may also elect at that meeting or any other meeting, such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors together with the powers and duties customarily exercised by such officer; and each officer of the Corporation shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. The Board of Directors may remove any officer at any time, with or without cause, by the affirmative vote of a majority of directors then in office.
Section 3. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors and shall have such other duties and powers as may be prescribed by the Board of Directors from time to time. The Board of Directors may also designate a Vice Chairman, who need not be a member of the Board and may be designated as an officer of the Corporation. The Vice Chairman shall, during the absence or inability to act of the Chairman of the Board, have the powers and perform the duties of the Chairman of the Board, and shall have such other powers and perform such other duties as shall be prescribed from time to time by the Board of Directors or the Chairman of the Board.
Section 4. Chief Executive Officer. The Chief Executive Officer shall have general charge and control over the affairs of the Corporation, subject to the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried out, shall report thereon to the Board of Directors, and shall have such other powers and perform such other duties as shall be prescribed from time to time by the Board of Directors.
Section 5. President. The President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have and exercise such further powers and duties as may be specifically delegated to or vested in the President from time to time by these Bylaws or the Board of Directors. In the absence of the Chairman of the Board and the Vice Chairman of the Board, or in the event of the inability of or refusal to act by the Chairman of the Board and the Vice Chairman of the Board, or if the Board of Directors has not designated a Chairman or Vice Chairman, the President shall perform the duties of the Chairman of the Board, and, when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman of the Board.
Section 6. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one vice president, the vice presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.
Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing and special committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and
when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Section 8. Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Secretary, and shall have the authority to perform all functions of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.
Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, shall keep complete and accurate accounts of all receipts and disbursements of the Corporation, and shall deposit all monies and other valuable effects of the Corporation in its name and to its credit in such banks and other depositories as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers and receipts for such disbursements. The Treasurer shall, when and if required by the Board of Directors, give and file with the Corporation a bond, in such form and amount and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of his or her duties as Treasurer. The Treasurer shall have such other powers and perform such other duties as the Board of Directors or the President shall from time to time prescribe.
Section 10. Assistant Treasurers. Except as may be otherwise provided in these Bylaws, Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, or the Treasurer, and shall have the authority to perform all functions of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.
Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as may be assigned to them from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
ARTICLE V
STOCK
Section 1. Form of Certificates; Uncertificated Shares. The shares of the Corporation shall be represented by certificates; provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares in accordance with the Delaware General Corporation Law. Any such resolution shall not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by a certificate, and upon request every holder of uncertificated shares of stock in the Corporation, shall be entitled to have a certificate signed in the name of the Corporation (i) by the Chairman of the Board or the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation.
Section 2. Signatures. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or in the Corporation's books as the registered owner of uncertificated shares or by such person's attorney lawfully constituted in writing and upon the surrender of the certificate (if any) therefor, which shall be cancelled before a new certificate shall be issued.
Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
Section 7. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, the President, any Vice President or the Secretary and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.
ARTICLE VI
NOTICES
Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person's address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, facsimile transmission, electronic mail, telex or cable and such notice shall be deemed to be given at the time of receipt thereof if given personally or at the time of transmission thereof if given by telegram, facsimile transmission, electronic mail, telex or cable.
Section 2. Waiver of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member or a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting or by any Committee of the Board of Directors having such authority at any meeting thereof, and may be paid in cash, in property, in shares of
the capital stock or in any combination thereof. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.
Section 2. Disbursements. All notes, checks, drafts and orders for the payment of money issued by the Corporation shall be signed in the name of the Corporation by such officers or such other persons as the Board of Directors may designate from time to time.
Section 3. Corporation Seal. The corporate seal, if the Corporation shall have a corporate seal, shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
FORUM FOR ADJUDICATION OF DISPUTES
Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or these bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article VIII, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article VIII. Notwithstanding the foregoing, the provisions of this Article VIII shall not apply to suits brought
to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.
ARTICLE IX
AMENDMENTS
Except as otherwise specifically provided in the particular Article of these Bylaws to be altered, amended or repealed, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting.
Execution Copy
SEVENTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS SEVENTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of the 27th day of August, 2021 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 578 W. Potrero Road, Thousand Oaks, California 91361 (the “Executive”).
RECITALS
WHEREAS, this Employment Agreement is an amendment and restatement of the Sixth Amended and Restated Employment Agreement entered into as of October 23, 2018, as amended by Amendment Number 1 dated as of January 26, 2021;
WHEREAS, as of the date hereof, the term of employment of the Executive under the Sixth Amended and Restated Employment Agreement, as amended, continues through December 31, 2023; and
WHEREAS, this Employment Agreement is entered into primarily to reflect actions of the Personnel and Compensation Committee and the Board of Directors jointly taken by Unanimous Written Consent as of August 27, 2021, to amend provisions of the Employment Agreement to change the title, job and responsibilities of the Executive and update the Employment Agreement to reflect changes in the Executive’s compensation.
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 through December 31, 2023 (the “Term”).
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 Amended and Restated Change in Control Severance Agreement dated as of January 31, 2011 (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. Through October 14, 2021, the Company shall employ the Executive and the Executive shall serve as the Executive Chairman of the Company and shall have primary responsibility to manage the affairs of the Board of Directors and to manage and direct mergers & acquisitions activities, strategic planning and margin expansion initiatives of
the Company. Effective October 15, 2021, the Company shall employ the 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. Furthermore, the Executive shall continue his prior responsibilities as Executive Chairman noted above. 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.
4. Compensation. The Executive shall receive the following items of compensation at the rates thereof set forth below.
a. Base Salary. The Executive’s current annual base salary (“Base Salary”) is Nine Hundred Thousand Dollars ($900,000) and effective October 15, 2021through December 31, 2021, the Executive’s Base Salary shall reflect an increase to One Million One Hundred Thousand Dollars ($1,100,000), and commencing January 1, 2022 and for each year during the remainder of the Term, the Company shall pay Executive a Base Salary of One Million One Hundred Thousand Dollars ($1,100,000). Such Base Salary may be increased annually at the discretion of the Committee. 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 during the Term of the Agreement:
1. Annual Incentive Plan (“AIP”). In the AIP at an annual opportunity at 120% of Base Salary through October 14, 2021 if targets are reached at 100%, and commencing October 15, 2021 at 150% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year.
2. Performance Share Plan (“PSP”)/Performance Plan (“PP”). 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. Effective January 1, 2021, the Company transitioned to a Performance Plan, with overlapping three-year, all cash performance periods, with cash payouts, if any, following as practical following the closing of the performance period. As a result of this change, from January 1, 2021 through October 14, 2021, Executive will participate in the PP at an opportunity equal to 100% of Base Salary if targets are reached at 100%, and effective October 15, 2021 for the 2021-2023 PP and for any PP awards thereafter, Executive will participate in the PP at an opportunity equal to 160% of Base Salary if targets are reached at 100%. Installment payments and participation in the prior 2018-2020 PSP cycle are governed by their separate plan documents and the Employment Agreement.
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3. Restricted Stock Award Program (“RSAP”). Prior to December 31, 2021 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, and effective January 1, 2022, in the RSAP with annual grants of restricted stock equal to at least 160% of Base Salary as of the date of the grant subject to meeting targets set forth in the RSAP.
4. Stock Options. Effective October 15, 2021, the Committee shall make (and hereby makes) a special option grant to the Executive on such date having a value equal to $860,000. If the Committee makes an annual option grant in 2022 and with respect to any future annual grant thereafter, each as determined by the Committee, the Executive’s stock option grant shall have a value equal to $1,760,000, 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 agreement, in the event of the Executive’s separation of service for any reason other than death, outstanding stock options shall continue to vest and the right of the Executive to exercise vested stock options, when and as vested, shall continue, but in no event may any such vested options be exercised after the expiration of any applicable option period. With respect to options granted to the Executive on or after the date hereof, notwithstanding anything set forth in any plan or agreement, in the event of the death of the Executive, all outstanding options shall vest in full and the right of the Executive’s beneficiary to exercise the stock options shall terminate upon the expiration of twelve months from the date of the Executive’s death, but in no event may such stock options be exercised after the expiration of any applicable option period.
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. 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 the rate in effect for 2018 ($995,000). 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
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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 ½ 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 ½ 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. Post-Retirement Medical Coverage. Commencing on the Executive’s separation from service (for any reason) and continuing for the longer to live of the Executive and his spouse, the Executive and his spouse shall be deemed participants in the Company’s medical benefit plan offered to all employees of the Company (the “Medical Plan”) and be deemed to be eligible to receive the benefits under the Medical Plan subject to the terms and conditions applicable to participants in the Medical Plan from time to time. The Executive (or, if applicable after the Executive’s death, his spouse) 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
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COBRA rate is adjusted from time to time. The Company may impute the amounts due from the Executive and his spouse in lieu of creating an administrative system for monthly payment and collection of the COBRA rate.
8. 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 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
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IN WITNESS WHEREOF, the parties have executed this Seventh Amended and Restated Employment Agreement as of the day and year first above written.
EXECUTIVE
By _____/s/ Robert Mehrabian____________________
Robert Mehrabian
TELEDYNE TECHNOLOGIES INCORPORATED
By ___/s/ Charles Crocker________________________
Charles Crocker
Chair, Personnel and Compensation Committee
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EXECUTION COPY
AMENDMENT NUMBER 2
TO EMPLOYMENT AGREEMENT
As of August 27, 2021
THIS AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of August 27, 2021, by and between Aldo Pichelli (the “Executive”) and Teledyne Technologies Incorporated (the “Company”).
RECITALS
WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of October 23, 2018, as amended by Amendment Number 1 dated as of January 26, 2021 (the “Employment Agreement”); and
WHEREAS, the Executive has announced his intention to retire on December 31, 2021, the end of the stated term of the Employment Agreement;
WHEREAS, the Executive and the Company have agreed that, while the Executive will continue as an employee of the Company, the Executive shall relinquish his title and responsibilities as President and Chief Executive Officer of the Company effective October 15, 2021, and use his existing vacation time on and after that date through December 31, 2021;
NOW, THEREFORE, in consideration of the respective covenants and agreements hereafter set forth, and intending to be legally bound, the parties hereto agree as follows:
1.While the Executive shall continue as an employee of the Company through December 31, 2021, the Executive hereby relinquishes his title and responsibilities as President and Chief Executive Officer of the Company as provided in Section 3 of the Employment Agreement effective October 15, 2021. The Executive and the Company agree that the Executive shall use his existing vacation time on and after October 15, 2021 through December 31, 2021. Notwithstanding the foregoing, the Executive agrees to make himself available to answer questions and provide assistance to the Chairman, President and Chief Executive Officer of the Company as reasonably requested during this continuing employment period.
2.Effective October 15, 2021, the Executive hereby resigns as a director and officer of, and in any other capacity held with, any and all subsidiaries of the Company. The Executive agrees to sign any required documentation to effect such resignations in applicable jurisdictions.
3.The Executive confirms his agreement not to receive an annual grant of stock options in 2021.
4.Except as amended by this Amendment, the Employment Agreement shall remain in full force and effect.
5.Capitalized words and terms used in this Amendment without definition shall have the meanings ascribed to such words and terms in the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.
EXECUTIVE:
By: _/s/ Aldo Pichelli________________________
Aldo Pichelli
TELEDYNE TECHNOLOGIES INCORPORATED
By: __/s/ Charles Crocker________________________
Charles Crocker
Chair, Personnel and Compensation Committee
NewsRelease
Robert Mehrabian to Resume Role of Chairman, President and Chief Executive Officer Upon Retirement of Al Pichelli
Other Executives promoted as part of succession planning
THOUSAND OAKS, Calif. – August 30, 2021 – The Board of Directors of Teledyne Technologies Incorporated (NYSE:TDY) announced today that Robert Mehrabian will resume the role of Chairman, President and Chief Executive Officer upon the retirement of current President and Chief Executive Officer, Al Pichelli, on October 15, 2021. The term of Dr. Mehrabian’s current employment contract will remain through December 2023. In addition, three other Teledyne Executives were promoted as part of succession planning.
“Al has provided over 40 years of operational leadership and hands-on management, and I want to congratulate and thank Al for his outstanding service and loyalty to Teledyne,” said Robert Mehrabian, Executive Chairman. “In 1999, Al was General Manager of one of our Instrumentation companies. An early champion for acquisitions, Al progressed to lead our Instrumentation and Aerospace businesses, was named Chief Operating Officer in 2015, then served as Teledyne’s President and later CEO for the past three years. While we shall miss Al, my personal engagement and oversight will continue to be as strong as ever, but with additional help from our next generation of leaders.”
Upon the acquisition of Teledyne FLIR on May 14, 2021, Edwin Roks was promoted to Executive Vice President of Teledyne. Edwin remains President of Teledyne’s Digital Imaging businesses, which now include Teledyne FLIR and represent pro forma annual revenue of approximately $3.0 billion. Edwin joined Teledyne in 2011 with the acquisition of Teledyne DALSA and has gained increasing levels of operational responsibility, including integration of acquisitions over the last decade, as well as serving as Teledyne’s Chief Technology Officer in 2014 and 2015.
Jason VanWees, current Executive Vice President, will become Vice Chairman with continuing responsibility for strategy, mergers & acquisitions, investor relations and margin improvement programs. Along with Robert Mehrabian, Jason has overseen through disciplined capital allocation the evolution of Teledyne into a more attractive, higher-margin, industrial-technology company with compound annual shareholder return of 19.9% over the past 21+ years as an independent company.
George C. Bobb III will become Senior Vice President of Teledyne. George will remain President of Teledyne’s Aerospace and Defense Electronics Segment and will resume leadership for classified Digital Imaging programs and Teledyne’s Information Technology efforts, as well as oversee the management of Teledyne’s Marine Instrumentation group. George joined Teledyne in 2008 and has achieved increasing levels of operational and administrative responsibility, including previously serving as Teledyne’s Chief Compliance Officer.
Teledyne Technologies is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems. Teledyne’s operations are primarily located in the United States, Canada, the United Kingdom, and Western and Northern Europe. For more information, visit Teledyne’s website at www.teledyne.com.