exv10wg







Exhibit 10(g)




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF JULY 3, 2010)




     1. Restricted Stock Unit Award — Terms and Conditions. Under and subject to the
provisions of the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective
August 27, 2010, and as may be further amended from time to time, the “Plan”) and upon the terms
and conditions set forth herein (these “Terms and Conditions”), Harris Corporation (the
“Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a
Restricted Stock Unit Award (the “Award”) of such number of restricted stock units as set forth in
the Award Letter (as defined below) from the Corporation to the Employee (such units, as may be
adjusted in accordance with Section 1(c) of these Terms and Conditions, the “Restricted Units”). At
all times, each Restricted Unit shall be equal in value to one share of common stock, $1.00 par
value per share (the “Common Stock”), of the Corporation (a “Share”). Such Award is subject to the
following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter
to the Employee specifying the Restricted Units subject to the Award, the Restriction Period, the
form of payment of the Award and certain other terms (the “Award Letter”), are 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 and to the extent permitted by
Section 409A of the Code (if applicable), accelerate the expiration of the Restriction Period as to
some or all of the Restricted Units at any time.




          (b) Payout of Award. Provided the Award has not previously been forfeited,
as soon as administratively practicable following the expiration of the Restriction Period,
but in no event later than sixty (60) days following the expiration of the Restriction Period,
(i) if the Award Letter specifies that the Restricted Units are to be paid in Shares, the
Corporation shall issue to the Employee in a single payment the number of Shares underlying the
Restricted Units as of the date of the expiration of the Restriction Period; or (ii) if the Award
Letter specifies that the Restricted Units are to be paid in cash, the Corporation shall pay to the
Employee a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of
the number of Shares underlying the Restricted Units as of the date of the expiration of the
Restriction Period. If the Award is to be paid in Shares, upon payout the Corporation shall at its
option, cause such Shares as to which the Employee is entitled pursuant hereto: (i) to be released
without restriction on transfer by delivery to the custody of the Employee of a stock certificate
in the name of the Employee or his or her designee, 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.




          (c) Rights During Restriction Period. During the Restriction Period, the Employee
shall not have any rights as a shareholder with respect to the Shares underlying the Restricted
Units. During the Restriction Period, if any dividends or other distributions are paid






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in cash to holders of Common Stock, the Employee shall be entitled to receive dividend equivalents,
in cash, paid with respect to the number of Shares underlying the Restricted Units. Such dividend
equivalents will be paid to the Employee as soon as is practicable following payment of the
dividend or other distribution to holders of Common Stock, but no later than the end of the
calendar year in which the corresponding actual cash dividends or other distributions are paid to
holders of Common Stock. If any such dividend or other distribution is paid in securities of the
Corporation (including Shares), such dividend equivalents in respect of such securities relating to
the Restricted Units shall be subject to the same restrictions and conditions as the Restricted
Units in respect of which such dividend or distribution in the form of securities was made and
shall be paid to the Employee in the manner and at the time the Restricted Units are paid. If the
number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock
split or the like, without additional consideration to the Corporation, the Restricted Units
subject to this Award shall be adjusted to correspond to the change in the Corporation’s
outstanding shares of Common Stock. If the Award Letter specifies that the Restricted Units are to
be paid in Shares, upon the expiration of the Restriction Period and payout of the Award, 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.




     2. Prohibition Against Transfer. Until the expiration of the Restriction Period and
payout of the Award, the Award, the Restricted Units subject to the Award, any interest in the
Shares (in the case of a payout to be made in Shares as specified in the Award Letter) or cash to
be paid, as applicable, related thereto, and the rights granted under these Terms and Conditions
and the Agreement are not transferable except to family members or trusts by will or by the laws of
descent and distribution, provided that the Award, the Restricted Units subject to the Award, and
any interest in the Shares or cash to be paid, as applicable, related thereto 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, except as aforesaid, until the expiration of the
Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award,
and any interest in the Shares (in the case of a payout to be made in Shares as specified in the
Award Letter) or cash to be paid, as applicable, related thereto 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, charge,
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.



          (a) Except in the event of the permanent disability (as determined by the Corporation) of the
Employee covered in Section 3(b) herein, death of the Employee covered in Section 3(c) herein, or
Change in 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 prior to the expiration of the Restriction
Period:




               (i) for any reason other than (x) retirement after age 55 with ten or more years of full-time
service or (y) involuntary termination by the Corporation other than for Misconduct, all Restricted
Units subject to the Award shall be automatically forfeited upon such



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termination of employment; or




     (ii) due to retirement after age 55 with ten or more years of full-time service, the Employee
shall be entitled to receive a payout in respect of, and be fully vested in, the number of
Restricted Units subject to the Award, if any, as determined in the sole and absolute discretion of
the Board of Directors or the Board Committee or the Corporation’s Chief Executive Officer and the
remaining payout and Restricted Units subject to the Award shall be automatically forfeited as of
the date of the retirement; provided that if the Employee is subject to Section 16 of the
Securities Exchange Act of 1934, such determination as to vesting may not be made by the Chief
Executive Officer. The Restricted Units that are determined to be vested pursuant to the
provisions of this Section 3(a)(ii), if any, shall continue to be subject to the Restriction Period
until the expiration thereof, at which time payout of the Restricted Units shall be made in the
form and at the time specified in Section 1(b) (or, in the event that subsequent to the Employee’s
retirement after age 55 with ten or more years of full-time service, the Restriction Period expires
pursuant to Section 3(c) due to the Employee’s death, in the form and at the time specified in
Section 3(c)); or



               (iii) due to involuntary termination of employment of the Employee by the Corporation other
than for Misconduct, all Restricted Units subject to the Award shall be automatically forfeited
upon such termination of employment unless all or a portion of such Restricted Units are determined
to be vested in the sole and absolute discretion of the Board of Directors or the Board Committee
or the Corporation’s Chief Executive Officer; provided that if the Employee is subject to Section
16 of the Securities Exchange Act of 1934, such determination as to vesting may not be made by the
Chief Executive Officer. “Misconduct” shall mean deliberate, willful or gross misconduct as
determined by the Corporation. The Restricted Units that are determined to be vested pursuant to
the provisions of this Section 3(a)(iii), if any, shall continue to be subject to the Restriction
Period until the expiration thereof, at which time payout of the Restricted Units shall be made in
the form and at the time specified in Section 1(b) (or, in the event that subsequent to the
involuntary termination of employment of the Employee by the Corporation other than for Misconduct,
the Restriction Period expires pursuant to Section 3(c) due to the Employee’s death, in the form
and at the time specified in Section 3(c)).



          (b) If the Employee ceases to be an employee of the Corporation prior to the expiration of the
Restriction Period due to permanent disability (as determined by the Corporation), the Employee
shall be entitled to receive a payout in respect of, and be fully vested in, the total number of
Restricted Units subject to the Award. The Restricted Units that become vested pursuant to the
provisions of this Section 3(b) shall continue to be subject to the Restriction Period until the
expiration thereof, at which time payout of the Restricted Units shall be made in the form and at
the time specified in Section 1(b) (or, in the event that subsequent to the Employee’s cessation of
employment due to permanent disability, the Restriction Period expires pursuant to Section 3(c) due
to the Employee’s death, in the form and at the time specified in Section 3(c)).




          (c) If the Employee ceases to be an employee of the Corporation prior to the expiration of the
Restriction Period due to death, the Employee’s heir or beneficiaries, as applicable, shall be
entitled to receive a payout in respect of, and be fully vested in, the total






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number of Restricted Units subject to the Award. In such case, or if the Employee dies subsequent
to his retirement after age 55 with ten or more years of full-time service, involuntary termination
by the Corporation other than for Misconduct or cessation of employment due to permanent
disability, the Restriction Period shall immediately expire and the Restricted Units subject to the
Award as of the date of the Employee’s death, if any, shall be paid in the form specified in
Section 1(b) within sixty (60) days following the date of the Employee’s death.




     4. Change in Control. Upon a Change in Control as defined in Section 11.1 of the Plan
that qualifies as a “change in control event” within the meaning of Treasury Regulation
§1.409A-3(i)(5), the Restriction Period shall immediately expire and the Restricted Units subject
to the Award shall be paid in the form specified in Section 1(b) as soon as administratively
practicable, but in no event later than sixty (60) days following such Change in Control. In the
event of a Change in Control that does not qualify as a “change in control event” within the
meaning of Treasury Regulation §1.409A-3(i)(5), then the Employee shall be entitled to receive a
payout in respect of, and be fully vested in, the total number of Restricted Units subject to the
Award; provided, however, that such Restricted Units shall continue to be subject
to the Restriction Period until the expiration thereof, at which time payout of the Restricted
Units shall be made in the form and at the time specified in Section 1(b) or 3(c), as applicable.



     5. Non-Solicitation. In consideration of the grant of the Award to the Employee under
these Terms and Conditions, the Employee agrees, by the acceptance of the Award, that for a period
of twelve (12) months immediately following the date of termination of employment of the Employee,
the Employee shall not directly or indirectly recruit or solicit for hire or hire, or assist in any
manner in the recruitment, solicitation for hire or hiring of any employee or officer of the
Corporation or its Subsidiaries, or in any way induce any such employee or officer to terminate his
or her employment with the Corporation or its Subsidiaries.



     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 and Section 10 of this
Agreement, 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
form a part. For purposes of these Terms and Conditions and the Agreement, (a) employment by the
Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the
Corporation and (b) references to “termination of employment,” “cessation of employment,” “ceases
to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually
worked (as determined by the Corporation), and shall not include any notice period or any period of
severance or separation pay or pay continuation (whether required by law or custom or otherwise
provided) following the last day actually worked. 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 Code), 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.



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     7. Securities Law Requirements. If the Award Letter specifies that the Restricted
Units are to be paid in Shares, 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 Common 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. 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 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.



     10. Compliance with Section 409A of the Code. To the extent applicable, it is
intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so
that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the
Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent
with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy
Section 409A of the Code shall have no force and effect until amended to comply with Section 409A
of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code
and may be made by the Corporation without the consent of the Employee). Notwithstanding the
foregoing, no particular tax result for the Employee with respect to any income recognized by the
Employee in connection with the Agreement is guaranteed, and the Employee solely shall be
responsible for any taxes, penalties or interest imposed on the Employee in connection with the
Agreement. Reference to Section 409A of the Code will also include any regulations, or any other
guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the
Internal Revenue Service.




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