exv10w2









Exhibit 10.2




SUMMARY OF ANNUAL COMPENSATION OF OUTSIDE DIRECTORS



The following table summarizes the annual compensation of our outside directors to be effective on
January 1, 2011. Employee directors are not compensated for service as a director.



	 	 	 

	Cash Retainer

	 	$55,000
	 
	 	 
	Audit Committee Chairperson Retainer

	 	$20,000
	 
	 	 
	Committee Chairperson Retainer (other 

than Audit Committee)

	 	$15,000
	 
	 	 
	Board Meeting Attendance Fee

	 	$2,000
	 
	 	 
	Committee Meeting Attendance Fee

	 	$2,000
	 
	 	 
	Deferred Compensation Plan (1)
	 	 
	 
	 	 
	Travel and Other Expenses

	 	Actual expenses incurred in the
performance of their services as
Directors are reimbursed.
	 
	 	 
	Director education institutes/activities

	 	Reimbursed for costs and expenses.
	 
	 	 
	Accidental Death and Dismemberment
Insurance and Business Travel Insurance

	 	Up to $200,000 accidental death
and dismemberment insurance and
an additional $200,000 in the
event a director is involved in
an accident while traveling on
business relating to our affairs.
	 
	 	 
	Charitable Matching Gift Program

	 	Annual maximum of $10,000 per
director is matched to eligible
educational institutions and
charitable organizations.






 


NOTES TO TABLE



(1) Under the terms of the Harris Corporation 2005 Directors’ Deferred Compensation Plan (As
Amended and Restated Effective January 1, 2009), as amended (the “2005 Directors’ Plan”), on
January 1, April 1, July 1, and October 1 (each such day an “Award Date”) of each year, Harris
credits each non-employee director’s account with a number of Harris stock equivalent units having
a fair market value equal to $29,000 (for an annual rate of $116,000), which amount may be changed
from time to time by the Board. In addition, under the 2005 Directors’ Plan, prior to the
commencement of a calendar year each non-employee director may make an irrevocable election to
defer all or a portion of his or her director compensation for the subsequent year or years.
Amounts deferred at the election of the non-employee director may be invested in investment
alternatives similar to those available under the Harris Corporation 401(k) Retirement Plan or in
Harris stock equivalent units, pursuant to which a non-employee director’s account is credited with
a number of units of Harris stock equivalents based upon the fair market value of Harris common
stock on the date of deferral. Such Harris stock equivalent units are equivalent in value to our
shares of common stock. A non-employee director may not transfer or reallocate amounts invested in
other investments into Harris stock equivalents. Amounts credited in Harris stock equivalents may
be reallocated into any other investment alternatives, provided director minimum stock ownership
guidelines are satisfied. Deferred amounts and investment earnings on such amounts are payable in
cash following the non-employee director’s resignation, retirement, or death. Each Harris stock
equivalent unit is credited with dividend equivalents, which are deemed reinvested in additional
Harris stock equivalent units on the dividend payment date.



 









 







Amounts invested in Harris stock equivalents shall be appropriately adjusted in the event of any
stock dividend or split, recapitalization, merger, spin-off, extraordinary dividends, or other
similar events.


A non-employee director may elect to receive amounts deferred under the 2005 Directors’ Plan,
including amounts deferred in the form of Harris stock equivalent units, either in a cash lump sum
on a date certain within five years of his or her resignation or retirement or in annual
substantially equal cash installments over a designated number of years beginning on a date certain
within five years of a director’s resignation or retirement, provided that all amounts are fully
paid within ten years of resignation or retirement.


Within ninety (90) days of a Change of Control (as defined in the 2005 Directors’ Plan), and to the
extent permitted by Section 409A of the Internal Revenue Code, each non-employee director (or
former non-employee director) will receive a lump sum cash payment equal to the then remaining
balance in his or her account.


The foregoing summary description of the 2005 Directors’ Plan is not complete and is qualified in
its entirety by, and should be read in conjunction with, the complete text of the 2005 Directors’
Deferred Compensation Plan.