Performance Share Award Agreement



 






EXHIBIT 10(g)




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF 10/28/05)




     1. Performance Share Award – 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 Performance Share Award (the “Award”) of such number of shares of
common stock, $1.00 par value, of the Corporation as set forth and designated in writing by the
Corporation to the Employee (the “Stock”). Such Award is subject to the following Terms and
Conditions (which together with the Corporation’s letter to the Employee specifying the number of
shares subject to the Award and the Performance Period (the “Award Letter”) and the Statement of
Performance Goals (as defined below) related thereto is referred to as the “Agreement”).



          (a) Performance Period. For purposes of the Agreement, the “Performance Period” shall
be the Performance Period set forth and designated as such in the Award Letter.



          (b) Release of Award. Provided that the Award has not previously been forfeited, as
soon as practicable following the expiration of the Performance Period and the satisfaction of the
applicable withholding obligations, the Corporation shall at its option, cause such shares as to
which the Employee is entitled pursuant to Section 1(c) hereof either (i) to be released without
restrictions on transfer by delivery of a stock certificate registered in the name of the Employee
or his or her designee, and the certificate shall be released to the custody of the Employee, or
(ii) to be credited without restrictions on transfer 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.



          (c) Satisfaction of Performance Objectives.



               (i) The Performance Shares are granted to the Employee subject to the prohibitions on transfer
set forth in Section 4 below, which shall lapse, if at all, based upon attainment during the
Performance Period of the performance objectives set forth in the Statement of Performance Goals
delivered to the Employee at the time of the making of the Award (the “Statement of Performance
Goals”).



               (ii) The number of shares of Stock actually earned shall be contingent upon the attainment
during the Performance Period of the performance objectives set forth in the Statement of
Performance Goals. The number of shares of Stock earned shall be determined upon the expiration of
the Performance Period in accordance with the Statement of Performance Goals. The final
determination of the number of shares of Stock earned and to be released without restrictions on
transfer will be authorized by the Harris Board of Directors, the Board Committee, or its designee.
Performance Shares will be forfeited if they are not earned at the end of the Performance Period
and, except as otherwise provided herein, if the Employee ceases



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to be employed by the Corporation at any time prior to the termination of the Performance
Period and release of the restrictions on transfer relating to the Award as provided in Section
1(b) above.



               (iii) If employment is commenced after July 15th of the first fiscal year of the Performance
Period (such commencement date is referred to as the “Start Date”), the final payout to be made to
the Employee determined in accordance with the prior provisions of this Section 1(c) shall be
reduced by 1/36th for each month between July 1 of the first fiscal year of the Performance Period
and the Start Date. Only a Start Date prior to the 15th of a month shall be deemed employment for
a full month. Other than with respect to the final payout, the pro-ration pursuant to this Section
will not otherwise impact the Award (e.g., the Employee will have full voting rights and will be
entitled to receive dividend equivalent payments and other distributions with respect to all Award
shares).



          (d) Rights During Performance Period. Subject to Section 7 hereof, during the
Performance Period, the Employee may exercise full voting rights with respect to all shares of
Stock subject to the Award and shall be entitled to receive cash dividends and other distributions
paid with respect to such shares. If any such dividends or distributions are paid in securities of
the Corporation (including additional shares of Stock), such securities shall be subject to the
same restrictions and conditions as the Performance Shares in respect of which such dividend or
distribution was made. If the number of outstanding shares of Stock is changed as a result of a
stock dividend, stock split or the like, without additional consideration to the Corporation, the
number of shares of Stock subject to this Award shall be adjusted to correspond to the change in
the Corporation’s outstanding shares of Stock. Upon the expiration of the Performance Period, the
Employee may exercise voting rights and shall be entitled to receive dividends and other
distributions with respect to the number of shares to which the Employee is entitled pursuant to
Section 1(c) hereof.



          (e) Adjustments to Award. The number of shares subject to the Award is based upon the
assumption that the Employee shall continue to perform substantially the same duties throughout the
Performance Period, and such number of shares may be reduced or increased by the Board of Directors
or the Board Committee or its designee without formal amendment of the Agreement to reflect a
change in duties during the Performance Period.



     2. Termination of Employment. Other than in the event of a Change of Control covered
in Section 5 herein or as otherwise provided in the Award Letter, if the Employee ceases to be an
employee of the Corporation or of one of its Subsidiaries or Affiliates prior to the expiration of
the Performance Period: (i) for any reason other than (a) death, (b) disability, (c) retirement
after age 55 with ten or more years full-time service, or (d) involuntary termination of
employment of the Employee by the Corporation other than for Misconduct, all shares of Stock
awarded to the Employee hereunder shall be automatically forfeited upon such termination of
employment; or (ii) due to (a) death, (b) disability, (c) retirement after the Employee has reached
age 55 and has ten or more years of full-time service, or (d) involuntary termination of employment
by the Corporation other than for Misconduct, the Employee shall be eligible to receive a pro-rata
portion of the shares of Stock which would have been issued to the Employee under the Award at the
end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof,
such pro-rata portion to be measured by a fraction, of



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which the numerator is the number of full months of the Performance Period during which the
Employee’s employment continued, and the denominator is the full number of months of the
Performance Period. For purposes of this Section 2, only employment for 15 days or more of a month
shall be deemed employment for a full month. Termination of employment of the Employee by the
Corporation for deliberate, willful or gross misconduct, as determined by the Corporation, shall
constitute “Misconduct.”



     3. Transfer of Employment. If the Employee transfers employment from one business
unit of the Corporation or an Affiliate to another business unit or Affiliate during a Performance
Period, the Employee shall be eligible to receive the number of shares of Stock determined by the
Board of Directors or the Board Committee based upon such factors as the Board of Directors or the
Board Committee, as the case may be, in its sole discretion may deem appropriate.



     4. Prohibition Against Transfer. Until the expiration of the Performance Period, the
Award and the shares of Stock subject to the Award and the rights granted under these Terms and
Conditions and the Agreement are nontransferable except to family members or trust by will or by
the laws of descent and distribution, provided that the Award and the shares of stock subject to
the Award may not be so transferred to family members or trust except as permitted by applicable
law or regulations. Without limiting the generality of the foregoing except as aforesaid, the
Award and such shares may not be sold, exchanged, assigned, transferred, pledged, hypothecated,
encumbered or otherwise disposed of until the expiration of the Performance Period and issuance of
the shares without restriction as set forth in Section 1(c) hereof, shall not be assignable by
operation of law, and shall not be subject to execution, attachment, change, alienation or similar
process. Any attempt to effect any of the foregoing shall be null and void and without effect.



     5. Change of Control. (a) Upon a Change of Control of the Corporation as defined in
Section 11.1 of the Plan, the performance objectives shall be conclusively deemed to have been
attained and the Award shall be vested immediately upon the occurrence of such Change of Control.
The shares of Stock subject to the Award shall be released without restriction on transfer to the
Employee at the end of the Performance Period; provided, however, that, following
such Change of Control: (i) in the event of death, disability, retirement, or involuntary
termination other than for Cause, the Stock subject to the Award shall be released without
restriction on transfer as soon as practicable; (ii) in the event of resignation or termination for
Cause, the Stock subject to the Award shall be forfeited; and (iii) in the event of a “change in
the Corporation’s capital structure,” at the election of the Employee, the Stock subject to the
Award shall be released without restriction on transfer or shall be converted and paid in cash.
The amount of the cash payment will be an amount equal to the number of shares subject to the Award
multiplied by the highest price per share paid in any transaction reported on the New York Stock
Exchange Composite Index: (A) during the sixty (60) day period preceding and including the date of
a “change in the Corporation’s capital structure;” or (B) during the sixty (60) day period
preceding and including the date of the Change of Control. An Award in Stock or cash shall be paid
as soon as practicable following a “change in the Corporation’s capital structure.”



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          (b) For purposes hereof, a “change in the Corporation’s capital structure” shall be deemed to
have occurred if:



               (i) the Stock is no longer the only class of the Corporation’s common stock;



               (ii) the Stock ceases to be, or is not readily, tradable on an established securities market
(in the United States) within the meaning of Section 409 (l)(1) of the Internal Revenue Code of
1986, as amended;



               (iii) the Corporation issues warrants, convertible debt, or any other security that is
exercisable or convertible into common stock, except for rights granted under the Plan; or



               (iv) the ratio of total debt to total capitalization exceeds 45 percent. Total debt is the
total debt for borrowed money. Total capitalization is consolidated total assets of the Corporation
less consolidated total liabilities of the Corporation.



          (c) “Cause” shall mean (i) a material breach by the Employee of the duties and
responsibilities of the Employee (other than as a result of incapacity due to physical or mental
illness) which is (A) demonstrably willful, continued and deliberate on the Employee’s part, (B)
committed in bad faith or without reasonable belief that such breach is in the best interests of
the Corporation and (C) not remedied within fifteen (15) days after receipt of written notice from
the Corporation which specifically identifies the manner in which such breach has occurred or (ii)
the Employee’s conviction of, or plea of nolo contendere to, a felony involving willful
misconduct which is materially and demonstrably injurious to the Corporation. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to
be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall
not exist unless and until the Corporation has delivered to the Employee a copy of a resolution
duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held
for such purpose (after thirty (30) days notice to the Employee and an opportunity for the
Employee, together with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board an event set forth in clauses (i) or (ii) has occurred and specifying the
particulars thereof in detail. The Corporation must notify the Employee of any event constituting
Cause within ninety (90) days following the Corporation’s knowledge of its existence or such event
shall not constitute Cause under these Terms and Conditions.



     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 of 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



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form a part. If the Award is assumed or a new award is substituted therefor in any corporate
reorganization (including, but not limited to, any transaction of the type referred to in Section
424(a) of the Internal Revenue Code of 1986, as amended), employment by such assuming or
substituting corporation or by a parent corporation or subsidiary thereof shall be considered for
all purposes of the Award to be employment by the Corporation.



     7. Securities Law Requirements. The Corporation shall not be required to issue shares
pursuant to the Award, to the extent required, 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. Adjustments. Non-recurring losses or charges which are separately identified and
quantified in the Corporation’s audited financial statements and notes thereto including, but not
limited to, extraordinary items, changes in tax laws, changes in generally accepted accounting
principles, impact of discontinued operations, restructuring charges, restatement of prior period
financial results, shall be excluded from the calculation of performance results for purposes of
the Plan. However, the Board Committee can choose to include any or all such non-recurring items
as long as inclusion of each such item causes the Award to be reduced.



     10. Impact of Restatement of Financial Statements upon Awards. If any of the
Corporation’s financial statements are restated, as a result of errors, omissions, or fraud, the
Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation
recover all or a portion of any Award or payment made to the Employee with respect to any fiscal
year of the Corporation the financial results of which are negatively affected by such restatement.
The amount to be recovered shall be the amount by which the affected Award or payment exceeded the
amount that would have been payable had the financial statements been initially filed as restated,
or any greater or lesser amount (including, but not limited to, the entire Award) that the Board
Committee shall determine. The Board Committee shall determine whether the Corporation shall
effect any such recovery (i) by seeking repayment from the Employee, (ii) by reducing (subject to
applicable law and the terms and conditions of the applicable plan, program or arrangement) the
amount that would otherwise be payable to the Employee under any compensatory plan, program or
arrangement maintained by the Corporation, a Subsidiary or any of its Affiliates, (iii) by
withholding payment of future increases in compensation (including the payment of any discretionary
bonus amount) or grants of compensatory awards that would otherwise have been made in accordance
with the Corporation’s otherwise applicable compensation practices, or (iv) by any combination of
the foregoing or otherwise.



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     11. Incorporation of Plan Provisions. These Terms and Conditions and the other
portions of the Agreement are made pursuant to the Plan, the provisions of which are hereby
incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings
set forth for such terms 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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