exv10wi






Exhibit 10(i)




AMENDMENT NUMBER TWELVE

TO THE

HARRIS CORPORATION RETIREMENT PLAN




          WHEREAS, Harris Corporation, a Delaware corporation (the “Company”), heretofore has
adopted and maintains the Harris Corporation Retirement Plan, as amended and restated effective
July 1, 2007 (the “Plan”);




          WHEREAS, pursuant to Section 17.1 of the Plan, the Management Development and Compensation
Committee of the Company’s Board of Directors (the “Compensation Committee”) has the
authority to amend the Plan;




          WHEREAS, the Compensation Committee and the Board of Directors have approved an amendment to
the Plan to modify the definition of “Change of Control” effective as of August 28, 2010;




          NOW, THEREFORE, pursuant to action by the Compensation Committee and the Board of Directors,
the Plan is hereby amended, effective as of August 28, 2010, as follows:





	 	1.	Article 2 of the Plan is hereby amended to delete the definition of “Change of
Control” in its entirety and replace it with the following:
	 
	 	 	“Change in Control. For the purposes hereof, a “Change in Control” shall be deemed
to have occurred if:






          (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company’s then outstanding securities eligible to vote
for the election of the Board (the “Company Voting Securities”); provided, however, that
the event described in this paragraph (i) shall not be deemed to be a Change in Control by
virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b) by
any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by
any underwriter temporarily holding securities pursuant to an offering of such securities,
or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));




          (ii) individuals who, on July 3, 2010, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to July 3, 2010, whose appointment, election or
nomination for election was approved by a vote of at least two-thirds of the Incumbent
Directors who remain on the Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for director, without
objection to such nomination) shall also be deemed to be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a
result of an actual or threatened election contest with respect to directors or any other
actual or threatened solicitation of proxies or consents by or on behalf of any person other
than the Board shall be deemed to be an Incumbent Director;




          (iii) there is consummated a merger, consolidation, share exchange or similar form of
corporate reorganization of the Company or any such type of transaction involving the
Company or any of its Subsidiaries that requires the approval of the Company’s shareholders
(whether for such transaction or the issuance of securities in the transaction or otherwise)
(a “Business Combination”), unless immediately following such Business Combination: (a) more
than 60% of the total voting power of the corporation resulting from such Business
Combination (including, without limitation, any company which directly or indirectly has
beneficial ownership of 100% of the Company Voting Securities) eligible to elect directors
of such corporation is represented by shares that were Company Voting Securities immediately
prior to such Business Combination (either by remaining outstanding or being converted), and
such voting power is in
substantially the same proportion as the voting power of such Company Voting Securities
immediately prior to the Business Combination, (b) no person (other than any publicly traded
holding company resulting from such Business Combination, or any employee benefit plan
sponsored or maintained by the Company



 









 






(or the corporation resulting from such Business
Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the
total voting power of the outstanding voting securities eligible to elect directors of the
corporation resulting from such Business Combination, and (c) at least a majority of the
members of the board of directors of the corporation resulting from such Business
Combination were Incumbent Directors at the time of the Board’s approval of the execution of
the initial agreement providing for such Business Combination (any Business Combination
which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a
“Non-Control Transaction”);




          (iv) the shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company; or




          (v) the Company consummates a direct or indirect sale or other disposition of all or
substantially all of the assets of the Company and its Subsidiaries.




          Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed
to occur solely because any person acquires beneficial ownership of more than 20% of the
Company Voting Securities as a result of the acquisition of Company Voting Securities by the
Company which reduces the number of Company Voting Securities outstanding; provided, that
if after such acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of outstanding Company
Voting Securities beneficially owned by such person, a Change in Control of the Company
shall then occur.




          For the purposes of this definition of “Change in Control” the term “Subsidiary” shall
mean any entity of which the Company owns or controls, either directly or indirectly, 50% or
more of the outstanding shares of stock normally entitled to vote for the election of
directors or of comparable equity participation and voting power.”




	 	2.	The Plan is hereby amended to replace all references to the phrase “Change of Control”
set forth therein with the phrase “Change in Control”. Notwithstanding the foregoing, any
document incorporating by reference the definition of “Change of Control” previously set
forth in the Plan shall be deemed to incorporate by reference the definition of “Change in
Control” set forth in the Plan by virtue of this amendment.




 









 











          IN WITNESS WHEREOF, Harris Corporation has caused this amendment to the Harris Corporation
Retirement Plan to be executed by its duly authorized officer on October 27, 2010.




	 	 	 	 	 
	 	HARRIS CORPORATION

 	 
	 	By:  	/s/ Jeffrey S. Shuman
 	 
	 	 	Jeffrey S. Shuman 	 
	 	 	Senior Vice President, Human Resources

and Corporate Relations 	 
	 



	 	 	 	 	 
	ATTEST

 	 	 
	/s/ Scott T. Mikuen
 	 	 
	Scott T. Mikuen 	 	 
	Secretary

Harris Corporation