exv10we






Exhibit 10(e)




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF JULY 3, 2010)




     1. Performance
Share 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
Performance Share Unit Award (the “Award”) of such number of performance share 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 Sections 1(c), 1(d) and 1(e) of these Terms and Conditions, the
“Performance Units”). At all times, each Performance 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 number of Performance Units subject to the
Award, the Performance Period, the form of payment of the Award, certain other terms (the “Award
Letter”) and the Statement of Performance Goals (as defined below) related thereto, are referred to
as the “Agreement”).



          (a) Performance Period. For purposes of the Agreement, the “Performance Period” shall
be the Performance Period set forth and designated as such in the Award Letter.




          (b) Payout of Award. Provided the Award has not previously been forfeited, as soon as
administratively practicable following the expiration of the Performance Period, but in no event
later than the 15th day of the third month following the expiration of the Performance
Period, (i) if the Award Letter specifies that the Performance Units are to be paid in Shares, the
Corporation shall issue to the Employee in a single payment the number of Shares underlying the
Performance Units to which the Employee is entitled pursuant hereto; or (ii) if the Award Letter
specifies that the Performance 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 Performance Units to which the Employee is entitled pursuant
hereto. 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) Satisfaction of Performance Objectives.




               (i) The payout of the Award shall be contingent upon the attainment during the Performance
Period of the performance objectives set forth in the Statement of



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Performance Goals (however designated) delivered to the Employee at the time of the Award (the
“Statement of Performance Goals”). The payout of the Award shall be determined upon the expiration
of the Performance Period in accordance with the Statement of Performance Goals. The final
determination of the payout of the Award will be authorized by the Harris Board of Directors, the
Board Committee, or its designee. Performance Units will be forfeited (A) if they are not earned
at the end of the Performance Period or (B) except as otherwise provided herein, if the Employee
ceases to be employed by the Corporation at any time prior to the expiration of the Performance
Period.




               (ii) If employment is commenced after the first day of the first fiscal year of the
Performance Period (such commencement date is referred to as the “Start Date”), the Employee shall
be eligible to receive a pro-rata portion of the Shares or cash which would be payable to the
Employee under the Award at the end of the Performance Period determined in accordance with the
prior provisions of this Section 1(c), and the remaining Shares or cash subject to the Award shall
be automatically forfeited. Such forfeited portion shall be measured by a fraction, of which the
numerator is the number of days between the first day of the first fiscal year of the Performance
Period and the Start Date, and the denominator is the number of days of the Performance Period.
Other than with respect to the final payout, the pro-ration pursuant to this Section will not
otherwise impact the Award.



          (d) Rights During Performance Period; Dividend Equivalents.




               (i) During the Performance Period, the Employee shall not have any rights as a shareholder
with respect to the Shares underlying the Performance Units.



               (ii) If, at any time during the Performance Period, the Corporation pays a dividend or makes
other distributions on the Common Stock, (A) if the Award Letter specifies that the Performance
Units are to be paid in Shares, then on or about the date the Performance Units are paid in Shares
and the Corporation issues to the Employee the Shares underlying the Performance Units pursuant to
Section 1(b), the Corporation shall pay to the Employee the dividends or other distributions paid
or payable during the Performance Period on the number of Shares underlying the Performance Units
to which the Employee is entitled, or (B) if the Award Letter specifies that the Performance Units
are to be paid in cash, then on or about the date the Performance Units are paid in cash to the
Employee pursuant to Section 1(b), the Corporation shall pay to the Employee the dividends or other
distributions paid or payable during the Performance Period on the number of Performance Units to
which the Employee is entitled. No such dividends or other distributions will be paid in respect of
Performance Units that are forfeited or cancelled. No interest shall be paid on any such dividends
or distributions. If any such dividend or distribution is paid in securities of the Corporation
(including Shares), such dividend equivalents in respect of such securities relating to the
Performance Units shall be subject to the same restrictions and conditions as the Performance 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 Performance Units are paid.



               (iii) 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
Performance 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



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that the Performance Units are to be paid in Shares, upon the expiration of the Performance
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.




          (e) Adjustment to Award. The number of Performance Units subject to the Award is
based upon the assumption that the Employee shall continue to perform substantially the same duties
throughout the Performance Period, and such number of Performance Units may be reduced or increased
by the Board of Directors or the Board Committee or its designee without formal amendment of the
Agreement to reflect a change in duties during the Performance Period.




     2. Forfeiture; Termination of Employment. Except in the event of a Change in Control
covered in Section 5 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 Performance Period:



          (a) for any reason other than (i) death, (ii) permanent disability (as determined by the
Corporation), (iii) retirement after age 55 with ten or more years of full-time service, or
(iv) involuntary termination of employment of the Employee by the Corporation other than for
Misconduct, all Performance Units subject to the Award shall be automatically forfeited upon such
termination of employment; or




          (b) due to (i) death, (ii) permanent disability, (iii) retirement after age 55 with ten or
more years of full-time service, or (iv) involuntary termination of employment by the Corporation
other than for Misconduct, the Employee shall be eligible to receive a pro-rata portion of the
payout in respect of the Performance Units which would have been made to the Employee under the
Award at the end of the Performance Period under Section 1(b) determined in accordance with the
provisions of Section 1(c) hereof, and the remaining payout and Performance Units subject to the
Award shall be automatically forfeited. Such pro-rata portion shall be measured by a fraction, of
which the numerator is the number of days of the Performance Period during which the Employee’s
employment continued, and the denominator is the number of days of the Performance Period.
Termination of employment of the Employee by the Corporation for deliberate, willful or gross
misconduct, as determined by the Corporation, shall constitute “Misconduct.” The pro-rata portion
of the payout in respect of the Performance Units required to be paid under this Section 2 shall be
paid to the Employee in the form and at the time as specified in Section 1(b).




     3. Transfer of Employment. If the Employee transfers employment from one business
unit of the Corporation or an Affiliate to another business unit or Affiliate during a Performance
Period, the Employee shall be eligible to receive the number of Performance Units determined by the
Board of Directors or the Board Committee or its designee based upon such factors as the Board of
Directors or the Board Committee or its designee, as the case may be, in its sole discretion may
deem appropriate.



     4. Prohibition Against Transfer. Until the expiration of the Performance Period and
payout of the Award pursuant to Section 1(b), the Award, the Performance Units subject to the
Award, any interest in Shares (in the case of a payout to be made in Shares as specified in the



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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 Performance
Units subject to the Award, and any interest in 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 Performance Period and payout of the award pursuant to Section 1(b), the
Award, the Performance Units and any interest in 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.




     5. Change in Control. (a) Upon a Change in Control of the Corporation as defined in
Section 11.1 of the Plan, the performance objectives shall be conclusively deemed to have been
attained immediately upon the occurrence of such a Change in Control. The payout of the
Performance Units shall be paid to the Employee at the end of the Performance Period;
provided, however, that, following such Change in Control but prior to the end of
the Performance Period: (i) in the event of the Employee’s death, termination due to permanent
disability, retirement after age 55 with ten or more years of full-time service, or involuntary
termination other than for Cause, the payout of the Performance Units shall be vested immediately
and paid in Shares or in a single cash lump sum as specified in the Award Letter as soon as
administratively practicable but no later than the end of the calendar year in which the vesting
event occurs; (ii) in the event of the Employee’s resignation or termination for Cause, the payout
of the Award shall be forfeited; and (iii) in the event of a “change in the Corporation’s capital
structure,” the payout of the Performance Units shall be vested immediately and if (A) the Award
Letter specifies that the Performance Units are to be paid in Shares, at the election of the
Employee, the payout of the Award shall be paid in Shares without restriction on transfer or shall
be converted and paid in cash or (B) the Award Letter specifies that the Performance Units are to
be paid in cash, such Performance Units shall be paid in cash. The amount of any cash payment made
under this Section 5 will be an amount equal to the number of Shares underlying the Performance
Units subject to the Award multiplied by the highest price per share paid in any transaction
reported on the New York Stock Exchange Composite Index: (A) during the sixty (60) day period
preceding and including the date of a “change in the Corporation’s capital structure;” or (B)
during the sixty (60) day period preceding and including the date of the Change in Control. An
Award in Shares or cash shall be paid as soon as administratively practicable following a “change
in the Corporation’s capital structure,” but no later than the end of the calendar year in which
the change in the Corporation’s capital structure occurs.



          (b) For purposes hereof, a “change in the Corporation’s capital structure” shall be deemed to
have occurred if:




               (i) the Shares are no longer the only class of the Corporation’s Common Stock;



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               (ii) the Shares cease to be, or are not readily, tradable on an established securities market
(in the United States) within the meaning of Section 409 (l)(1) of the Internal Revenue Code of
1986, as amended;



               (iii) the Corporation issues warrants, convertible debt, or any other security that is
exercisable or convertible into Common Stock, except for rights granted under the Plan; or



               (iv) the ratio of total debt to total capitalization exceeds 45 percent. Total debt is the
total debt for borrowed money. Total capitalization is consolidated total assets of the Corporation
less consolidated total liabilities of the Corporation.



          (c) “Cause” shall mean (i) a material breach by the Employee of the duties and
responsibilities of the Employee (other than as a result of incapacity due to physical or mental
illness) which is (A) demonstrably willful, continued and deliberate on the Employee’s part, (B)
committed in bad faith or without reasonable belief that such breach is in the best interests of
the Corporation and (C) not remedied within fifteen (15) days after receipt of written notice from
the Corporation which specifically identifies the manner in which such breach has occurred or (ii)
the Employee’s conviction of, or plea of nolo contendere to, a felony involving willful
misconduct which is materially and demonstrably injurious to the Corporation. Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon
the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to
be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall
not exist unless and until the Corporation has delivered to the Employee a copy of a resolution
duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held
for such purpose (after thirty (30) days notice to the Employee and an opportunity for the
Employee, together with counsel, to be heard before the Board), finding that in the good faith
opinion of the Board an event set forth in clauses (i) or (ii) has occurred and specifying the
particulars thereof in detail. The Corporation must notify the Employee of any event constituting
Cause within ninety (90) days following the Corporation’s knowledge of its existence or such event
shall not constitute Cause under these Terms and Conditions.



6. 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.



7. 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 13 of the
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 rights of the Corporation to
terminate the Employee’s employment or service with the Corporation at any






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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.




     8. Securities Law Requirements. If the Award Letter specifies that the Performance
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 stock is then registered; and (b) a registration
statement under the Securities Act of 1933 with respect to such Shares is then effective.



     9. 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.



     10. Adjustments. Non-recurring losses or charges which are separately identified and
quantified in the Corporation’s audited financial statements and notes thereto including, but not
limited to, extraordinary items, changes in tax laws, changes in generally accepted accounting
principles, impact of discontinued operations, restructuring charges, restatement of prior period
financial results, shall be excluded from the calculation of performance results for purposes of
the Plan. However, the Board Committee can choose to include any or all such non-recurring items as
long as inclusion of each such item causes the Award to be reduced.



     11. Impact of Restatement of Financial Statements upon Awards. If any of the
Corporation’s financial statements are restated, as a result of errors, omissions, or fraud, the
Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation
recover all or a portion of any Award or payment made to the Employee with respect to any fiscal
year of the Corporation the financial results of which are negatively affected by such restatement.
The amount to be recovered shall be the amount by which the affected Award or payment exceeded the
amount that would have been payable had the financial statements been initially filed as restated,
or any greater or lesser amount (including, but not limited to, the entire Award) that the Board
Committee shall determine. The Board Committee shall determine whether the Corporation shall
effect any such recovery: (a) by seeking repayment from the Employee; (b) by reducing the amount
that would otherwise be payable to the Employee under



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any compensatory plan, program or arrangement maintained by the Corporation, a Subsidiary or
any of its Affiliates; (c) by withholding payment of future increases in compensation (including
the payment of any discretionary bonus amount) or grants of compensatory awards that would
otherwise have been made in accordance with the Corporation’s otherwise applicable compensation
practices; or (d) by any combination of the foregoing or otherwise (subject, in each of subclause
(b), (c) and (d), to applicable law, including without limitation, Section 409A of the Code, and
the terms and conditions of the applicable plan, program or arrangement). This Section 11 shall be
a non-exclusive remedy and nothing in this Section 11 shall preclude the Corporation from pursuing
any other applicable remedies available to it, whether in addition to, or in lieu of this Section
11.




     12. 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.



     13. Compliance with Section 409A of the Code. (a) 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.



          (b) Reference to Section 409A of the Code will also include any proposed, temporary or final
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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