Restricted Stock Award Agreement



 






EXHIBIT 10(h)




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF 10/28/05)




     1. Restricted Stock 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 Restricted Stock 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 “Restricted 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 Restriction Period (the “Award Letter”) is referred to as
the “Agreement”).



          (a) Restriction Period. For purposes of this Agreement, the Restriction Period is the
period beginning on the grant date and ending as set forth in the Award Letter (the “Restriction
Period”). The Board Committee may, in accordance with the Plan, accelerate the expiration of the
Restriction Period as to some or all of the shares of Restricted Stock at any time.



          (b) Restrictions and Forfeiture. The Restricted Stock is granted to the Employee
subject to the prohibitions on transfer set forth in Section 2 below (the “Restrictions”), which
shall lapse, if at all, upon the expiration of the Restriction Period as described in Sections 3
and 4 below.



          (c) Rights During Restriction Period. During the Restriction Period, the Employee may
exercise full voting rights with respect to all shares of Restricted 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 common stock), such securities shall be subject to the same
restrictions on transferability, risks of forfeiture, and other restrictions and conditions as the
Restricted Stock in respect of which such dividend or distribution was made. If the number of
outstanding shares of common stock of the Corporation 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 Restricted Stock subject to this Award shall be adjusted to correspond to the change in the
outstanding shares of the Corporation’s common stock. Upon the expiration of the Restriction
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
hereto.



          (d) Release of Award. Provided the Award has not previously been forfeited, upon the
expiration of the Restriction Period and satisfaction of the applicable withholding tax
obligations, the Corporation shall at its option, cause such shares as to which the Employee is



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entitled pursuant hereto (i) to be released without restriction on transfer by delivery of a
stock certificate 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 restriction 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.



     2. Prohibition Against Transfer. Until the expiration of the Restriction Period, the
Award and the shares of Restricted 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 Restricted Stock
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, until the
expiration of the Restriction Period, the Award and shares of Restricted Stock may not be sold,
exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, 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.



     3. Forfeiture; Termination of Employment. Other than in the event of a Change of
Control covered in Section 4 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 Restriction Period: (i) for any reason other than (a) death, (b) disability,
or (c) retirement after age 55 with ten or more years full-time service, all shares of Restricted
Stock awarded to the Employee hereunder shall be automatically forfeited upon such termination of
employment; or (ii) due to (a) death, (b) disability, or (c) retirement after the Employee has
reached age 55 and has ten or more years of full-time service, the Employee shall be eligible to
receive a pro-rata portion of the shares of Restricted Stock issued to the Employee under the Award
following such death, disability, or retirement after the Employee has reached age 55 and has ten
or more years of full-time service, such pro-rata portion to be measured by a fraction, of which
the numerator is the number of full months of the Restriction Period during which the Employee’s
employment continued, and the denominator is the full number of months of the Restriction Period.
For purposes of this Section 3, only employment for 15 days or more of a month shall be deemed
employment for a full month. Following Employee’s death, disability, or retirement after the
Employee has reached age 55 and has ten or more years of full-time service, the Restriction Period
shall expire for such number of shares that the Employee shall be eligible to receive as determined
above and the remaining shares shall be automatically forfeited.



     4. Change of Control. Upon a Change of Control of the Corporation as defined in
Section 11.1 of the Plan, the Restriction Period shall expire in full and the Award shall be vested
immediately upon the occurrence of such Change of Control.



     5. 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



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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. 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.



     6. 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.



     7. 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.



     8. 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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