exv10wn






Exhibit 10(n)




FOURTH AMENDMENT

TO THE

HARRIS CORPORATION

MASTER RABBI TRUST AGREEMENT





     WHEREAS, HARRIS CORPORATION (the “Company”) and THE NORTHERN TRUST COMPANY, an Illinois
corporation of Chicago, Illinois (the “Trustee”), executed the Harris Corporation Master Rabbi
Trust Agreement (the “Trust”), effective the 2nd day of December, 2003 and;



     WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to Section 12 thereof
to change the definition of Change in Control; and



     WHEREAS, the Company and the Trustee desire that such amendment be effective as of August 28,
2010;



     NOW, THEREFORE, the sections of the Trust set forth below are amended, effective as of August
28, 2010, as follows, but all other sections of the Trust shall remain in full force and effect.




	1.	 	Section 13(e) shall be deleted in its entirety and replaced with the following:
	 
	 	 	“For purposes of this Trust Agreement, 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 “Board” shall mean
the Board of Directors of the Company and 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.”



 









 





     IN WITNESS WHEREOF, the Company and the Trustee have caused this Fourth Amendment to be
executed and their respective corporate seals to be affixed and attested by their respective
corporate officers on this 27th day of October, 2010.



	 	 	 	 	 
	 	HARRIS CORPORATION

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

and Corporate Relations 	 
	 



ATTEST



The undersigned, Scott T. Mikuen, does hereby certify that he is the duly elected, qualified
and acting Secretary of Harris Corporation (the “Company”) and further certifies that the person
whose signature appears above is a duly elected, qualified and acting officer of the Company with
full power and authority to execute this Trust Amendment on behalf of the Company and to take such
other actions and execute such other documents as may be necessary to effectuate this Amendment.
Pursuant to Section 12 of the Trust, the undersigned further certifies that this Trust Amendment
does not conflict with the terms of any Plan as defined in the Trust. The undersigned further
represents that The Northern Trust Company may conclusively rely on this certification.




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

Harris Corporation 	 	 
	 



	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Clarke Gagliardi
 	 
	 	 	Its: VP 	 
	 	 	 	 
	 



	 	 	 	 	 
	ATTEST:

 	 	 
	/s/ Robert F. Draths, Jr.
 	 	 
	Its:         Assistant Secretary