Stock Option Award Agreement



 






EXHIBIT 10(f)




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF 10/28/05)




     1. Stock Option – Terms and Conditions. Under and subject to the provisions of the
Harris Corporation 2005 Equity Incentive Plan (as amended from time to time the “Plan”), Harris
Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions
(the “Employee”) a Non-Qualified Stock Option (the “Option”) to purchase such number of shares of
Common Stock of the Corporation at the designated price per share as set forth in writing by the
Corporation to the Employee. Such grant is subject to the following Terms and Conditions (together
with the Corporation’s letter to the Employee specifying the number of options and exercise price
and other terms (the “Award Letter”), is referred to as the “Agreement”):



          (a) Except as set forth in Sections 1(e), 2(b), 2(c), or 2(d), the Option shall not be
exercisable to any extent until and unless the Employee shall have remained continuously in the
employ of the Corporation until the Option shall become exercisable. The grant of the Option shall
not limit or restrict the Corporation’s rights to terminate the Employee’s employment.



          (b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee,
and, except as otherwise set forth in Section 2, only while the Employee continues as an Employee
of the Corporation.



          (c) Notwithstanding any other provision of these Terms and Conditions and the Agreement, the
Option shall expire no later than seven years from the grant date (the “Expiration Date”), and
shall not be exercisable thereafter.



          (d) Except as otherwise provided in the Award Letter, the Option shall become exercisable as
follows:



               (i) After the end of one year from the grant date and prior to the end of two years from the
grant date, not more than fifty percent of the grant;



               (ii) After the end of two years from the grant date and prior to the end of three years from
the grant date, not more than seventy-five percent of the grant; and



               (iii) After the end of three years from the grant date, one-hundred percent of the grant.



          (e) Upon a Change of Control of the Corporation as defined in Section 11.1 of the Plan, any
outstanding Option shall immediately become fully exercisable.



     2. Termination of Employment.



          (a) Termination of Employment. In the event of termination of employment with the
Corporation other than as a result of circumstances described in Sections 2(b), (c), (d),



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and (e) below, the Option, whether exercisable or not, shall terminate immediately upon
termination of employment.



          (b) Death. Notwithstanding Section 1(d), in the event of the death of the Employee
while employed by the Corporation, the Option shall immediately become fully vested and exercisable
and shall be exercisable only within the twelve (12) months following the date of death, but no
later than the Expiration Date. In the event of the death of the Employee following termination of
or cessation of employment, the Option shall be exercisable only within the twelve (12) months
following the date of death, but no later than the Expiration Date and then only to the extent that
the Option was exercisable on the day immediately prior to the date of the Employee’s death.
Following the death of the Employee, the Option may be exercised only by the executor or
administrator of the Employee’s estate or by the person or persons to whom the Employee’s rights
under the Option shall pass by the Employee’s will or the laws of descent and distribution.



          (c) Disability. In the event of cessation of employment due to disability of the
Employee (as determined by the Corporation) while employed by the Corporation, the Option shall be
exercisable by the Employee until the Expiration Date and shall, unless Section 2(b) is applicable,
continue to become exercisable after such cessation of employment due to disability according to
the schedule set forth in Section 1(d).



          (d) Retirement. In the event of retirement of the Employee, the Option shall, if the
retirement occurs after the Employee has reached age 55 and has ten or more years of full-time
service with the Corporation, be exercisable by the Employee until the Expiration Date and only to
the extent that the Option was exercisable at the date of such retirement. In the event of
retirement of the Employee, the Option shall, if the retirement occurs after the Employee has
reached age 62 and has ten or more years of full-time service with the Corporation, be exercisable
by the Employee until the Expiration Date and shall, unless Section 2(b) is applicable, continue to
become exercisable after such retirement according to the schedule set forth in Section 1(d).



          (e) Involuntary Termination. In the event of termination of employment of the
Employee by the Corporation other than for Misconduct, the Option shall be exercisable only by the
Employee within the three (3) months following such cessation of employment but no later than the
Expiration Date and only to the extent that it was exercisable at the date of such cessation of
employment. In the event of termination of employment of the Employee by the Corporation for
deliberate, willful or gross misconduct (“Misconduct”), as determined by the Corporation, the
Option shall immediately terminate.



     3. Exercise of Option. The Option may be exercised by delivering to the Corporation
at the office of the Corporate Secretary (i) a written notice, signed by the person entitled to
exercise the Option, stating the designated number of shares such person then elects to purchase,
(ii) payment in an amount equal to the full purchase price of the shares to be purchased, and (iii)
in the event the Option is exercised by any person other than the Employee, evidence satisfactory
to the Corporation that such person has the right to exercise the Option. Payment shall be made
(a) in cash, (b) in previously acquired shares of Common Stock of the Corporation, or (c) in any
combination of cash and such shares. Shares tendered in payment of the purchase price which have
been acquired through an exercise of a stock option shall have been held at least six months prior
to exercise of the Option and shall be valued at the Fair Market Value. Upon the exercise of the
Option, the Corporation shall cause the shares in respect of which the Option shall have been so
exercised to be issued and delivered by crediting such shares to a book-entry account for the
benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent
or its designee. The Employee does not have any rights



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as a shareholder in respect of any shares as to which the Option shall not have been duly
exercised and no rights as a shareholder shall exist prior to the proper exercise of such Option.



     4. Prohibition Against Transfer. The Option and rights granted by the Corporation
under these Terms and Conditions and the Agreement are not transferable except to family members or
trust by will or by the laws of descent and distribution, provided that the Option may not be so
transferred to family members or trusts except as permitted by applicable law or regulations.
Without limiting the generality of the foregoing, the Option may not be sold, exchanged, assigned,
transferred except as aforesaid, pledged, hypothecated or encumbered, shall not be assignable by
operation of law, and shall not be subject to execution, attachment, change, alienation or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the
Option contrary to the provisions hereof, or the levy of any execution, attachment or similar
process upon the Option, shall be null and void and without effect.



     5. Employment by Parent, Subsidiary or Successor. For the purpose of these Terms and
Conditions and the Agreement, employment by the Corporation, any Subsidiary of or a successor to
the Corporation shall be considered employment by the Corporation.



     6. Miscellaneous. These Terms and Conditions and the other portions of the Agreement:
(a) shall be binding upon and inure to the benefit of any successor to the Corporation; (b) shall
be governed by the laws of the State of Delaware and any applicable laws of the United States; and
(c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan may not be amended without the
written consent of both the Corporation and the Employee. The Agreement shall not in any way
interfere with or limit the right of the Corporation to terminate the Employee’s employment or
service with the Corporation at any time and no contract or right of employment shall be implied by
these Terms and Conditions and the Agreement of which they form a part.



     7. Securities Law Requirement. The Corporation shall not be required to issue shares
upon exercise of the Option unless and until: (a) such shares have been duly listed upon each
stock exchange on which the Corporation’s Stock is then registered; and (b) a registration
statement under the Securities Act of 1933 with respect to such shares is then effective.



     8. Board Committee Administration. The Board Committee shall have authority, subject
to the express provisions of the Plan as in effect from time to time, to construe these Terms and
Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations
relating to the Plan, and to make all other determinations in the judgment of the Board Committee
necessary or desirable for the administration of the Plan. The Board Committee may correct any
defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the
Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect,
and it shall be the sole and final judge of such expediency.



     9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are
made pursuant to the Plan, the provisions of which are hereby incorporated by reference.
Capitalized terms not otherwise defined herein have the meanings set forth in the Plan. In the
event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan,
the terms of the Plan shall govern.




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