Exhibit 10(A)



 




Exhibit 10(a)


HARRIS CORPORATION

2000 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

TERMS AND CONDITIONS

(AS OF 8/27/04)




     1. The Option – Terms and Conditions. Under and subject to the provisions
of the Harris Corporation 2000 Stock Incentive Plan (as amended from time to
time the “Plan”), Harris Corporation (the “Corporation”) has granted to 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
specifying the number of options and exercise price and other terms, the
“Agreement”):



          (a) Except as set forth in Sections 1(e), 2(b), 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 stock 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) The Option shall become exercisable as follows:



               (i) On and after June 30, 2005 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 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), (e), and (f) below, the Option, whether exercisable or
not, shall terminate immediately upon termination of employment.



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          (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) Misconduct. 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 be exercisable only by the
Employee within one (1) month 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.



          (f) 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.



     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
issue and deliver to the Employee, one or more certificates for the shares in
respect of which the Option shall have been so exercised. The Employee does
not have any rights as a shareholder in respect of any shares as



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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
assigned, transferred except as aforesaid, pledged or hypothecated, shall not
be assignable by operation of law, and shall not be subject to execution,
attachment 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. Board Committee. 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.



     7. 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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