exv10wf






Exhibit 10(f)




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF JULY 3, 2010)




     1. Restricted Stock 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 Award (the “Award”) of such number of shares of common stock, $1.00 par value per share (the
“Common Stock”), of the Corporation as set forth in the Award Letter (as defined below) from the
Corporation to the Employee (such shares, as may be adjusted in accordance with Section 1(c) of
these Terms and Conditions, the “Restricted Stock”). 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 Stock subject to the Award, the Restriction Period 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, accelerate the expiration of the
Restriction Period as to some or all of the 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, 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 Restricted Stock subject to the Award and shall be
entitled to receive cash dividends and other distributions paid with respect to the Restricted
Stock. If any such dividend or distribution is 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 is changed as a result of a stock dividend, stock split or the like, without
additional consideration to the Corporation, the Restricted Stock subject to this Award shall be
adjusted to correspond to the change in the outstanding shares of the Corporation’s Common Stock.
For the avoidance of doubt, 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.







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          (d) Release of Award. Provided the Award has not previously been forfeited, as soon
as administratively practicable following the expiration of the Restriction Period and the
satisfaction of the applicable tax withholding obligations, the Corporation shall at its option,
cause the Restricted Stock 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.




     2. Prohibition Against Transfer. Until the expiration of the Restriction Period, the
Award and the Restricted Stock subject to the Award 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 and the Restricted Stock 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, 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, 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 death or
permanent disability (as determined by the Corporation) of the Employee covered in Section 3(b)
herein or in the event of a 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 Stock subject to the Award shall be automatically forfeited upon such termination of
employment; or



               (ii) due to retirement after age 55 with ten or more years of full-time service, the
Restriction Period shall expire, and the Employee shall become fully vested in the number of shares
of Restricted Stock subject to the Award, if any, as determined in the sole and absolute discretion
(including as to timing of any release of shares of Restricted Stock) of the Board of Directors or
the Board Committee or the Corporation’s Chief Executive Officer and the remaining shares of
Restricted Stock subject to the Award shall be automatically forfeited; 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; or



               (iii) due to involuntary termination of employment of the Employee by the Corporation other
than for Misconduct, all Restricted Stock subject to the Award shall be automatically forfeited
upon such termination of employment unless determined otherwise 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



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Chief Executive Officer. “Misconduct” shall mean deliberate, willful or gross misconduct as
determined by the Corporation.




          (b) If the Employee ceases to be an employee of the Corporation prior to the expiration of the
Restriction Period due to death or permanent disability, the Restriction Period shall immediately
expire and the Award and the Restricted Stock subject to the Award shall immediately become fully
vested.




     4. Change in Control. Upon a Change in Control of the Corporation as defined in
Section 11.1 of the Plan, the Restriction Period shall immediately expire and the Award and the
Restricted Stock subject to the Award shall immediately become fully vested.


     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, 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 the
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 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.



     7. 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 Common Stock is then registered;
and (b) a registration statement under the Securities Act of 1933 with respect to such shares is
then effective.







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     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.





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