exv10wb






Exhibit 10(b)




HARRIS CORPORATION RETIREMENT PLAN




(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2011)



 









 





Harris Corporation Retirement Plan

(Amended and Restated Effective January 1, 2011)




Table of Contents



	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE 1 TITLE	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2 DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE 3 PARTICIPATION	 	 	17	 
	 
	 	 	 	 	 	 
	Section 3.1.

	 	Eligibility for Participation
	 	 	17	 
	Section 3.2.

	 	Election of Pre-Tax Contributions, Designated Roth Contributions
and After-Tax Contributions
	 	 	18	 
	Section 3.3.

	 	Transfers to Affiliates
	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE 4 PRE-TAX, DESIGNATED ROTH, MATCHING AND PROFIT SHARING CONTRIBUTIONS	 	 	19	 
	 
	 	 	 	 	 	 
	Section 4.1.

	 	Pre-Tax Contributions and Designated Roth Contributions
	 	 	19	 
	Section 4.2.

	 	Matching Contributions
	 	 	22	 
	Section 4.3.

	 	Profit Sharing Contributions
	 	 	24	 
	Section 4.4.

	 	Deposit of Contributions
	 	 	24	 
	Section 4.5.

	 	Form of Contributions
	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE 5 AFTER-TAX AND ROLLOVER CONTRIBUTIONS	 	 	24	 
	 
	 	 	 	 	 	 
	Section 5.1.

	 	After-Tax Contributions
	 	 	24	 
	Section 5.2.

	 	Rollover Contributions
	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE 6 LIMITATIONS ON CONTRIBUTIONS	 	 	27	 
	 
	 	 	 	 	 	 
	Section 6.1.

	 	Annual Limit on Pre-Tax Contributions and Designated Roth
Contributions
	 	 	27	 
	Section 6.2.

	 	Limits on Contributions for Highly Compensated Employees
	 	 	29	 
	Section 6.3.

	 	Maximum Annual Additions under Section 415 of the Code
	 	 	39	 
	Section 6.4.

	 	Other Limitations on Employer Contributions
	 	 	41	 
	 
	 	 	 	 	 	 
	ARTICLE 7 TRUST AND INVESTMENT FUNDS	 	 	42	 
	 
	 	 	 	 	 	 
	Section 7.1.

	 	Trust
	 	 	42	 
	Section 7.2.

	 	Investments
	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE 8 PARTICIPANT ACCOUNTS AND INVESTMENT ELECTIONS	 	 	43	 
	 
	 	 	 	 	 	 
	Section 8.1.

	 	Participant Accounts
	 	 	43	 






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Table of Contents
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 8.2.

	 	Investment Elections
	 	 	45	 
	Section 8.3.

	 	Valuation of Funds and Plan Accounts
	 	 	46	 
	Section 8.4.

	 	Valuation of Units within the Harris Stock Fund
	 	 	47	 
	Section 8.5.

	 	Allocation of Contributions Other than Profit Sharing Contributions
	 	 	47	 
	Section 8.6.

	 	Allocation of Profit Sharing Contributions
	 	 	48	 
	Section 8.7.

	 	Correction of Error
	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE 9 WITHDRAWALS AND DISTRIBUTIONS	 	 	49	 
	 
	 	 	 	 	 	 
	Section 9.1.

	 	Withdrawals Prior to Termination of Employment
	 	 	49	 
	Section 9.2.

	 	Distribution of Account upon Termination of Employment
	 	 	54	 
	Section 9.3.

	 	Time and Form of Distribution upon Termination of Employment
	 	 	56	 
	Section 9.4.

	 	Payment of Small Account Balances
	 	 	60	 
	Section 9.5.

	 	Medium and Order of Withdrawal or Distribution
	 	 	60	 
	Section 9.6.

	 	Direct Rollover Option
	 	 	60	 
	Section 9.7.

	 	Designation of Beneficiary
	 	 	61	 
	Section 9.8.

	 	Missing Persons
	 	 	63	 
	Section 9.9.

	 	Distributions to Minor and Disabled Distributees
	 	 	64	 
	Section 9.10.

	 	Payment of Group Insurance Premiums
	 	 	64	 
	Section 9.11.

	 	Dividends in Respect of the Harris Stock Fund
	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE 10 LOANS	 	 	65	 
	 
	 	 	 	 	 	 
	Section 10.1.

	 	Making of Loans
	 	 	65	 
	Section 10.2.

	 	Restrictions
	 	 	66	 
	Section 10.3.

	 	Default
	 	 	67	 
	Section 10.4.

	 	Applicability
	 	 	67	 
	 
	 	 	 	 	 	 
	ARTICLE 11 SPECIAL PARTICIPATION AND DISTRIBUTION RULES	 	 	68	 
	 
	 	 	 	 	 	 
	Section 11.1.

	 	Change of Employment Status
	 	 	68	 
	Section 11.2.

	 	Reemployment of a Terminated Participant
	 	 	68	 
	Section 11.3.

	 	Employment by Affiliates
	 	 	69	 
	Section 11.4.

	 	Leased Employees
	 	 	69	 
	Section 11.5.

	 	Reemployment of Veterans
	 	 	69	 
	 
	 	 	 	 	 	 
	ARTICLE 12 SHAREHOLDER RIGHTS WITH RESPECT TO HARRIS STOCK	 	 	73	 






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Table of Contents
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 12.1.

	 	Voting Shares of Harris Stock
	 	 	73	 
	Section 12.2.

	 	Tender Offers
	 	 	73	 
	 
	 	 	 	 	 	 
	ARTICLE 13 ADMINISTRATION	 	 	76	 
	 
	 	 	 	 	 	 
	Section 13.1.

	 	The Administrative Committee
	 	 	76	 
	Section 13.2.

	 	Named Fiduciaries
	 	 	78	 
	Section 13.3.

	 	Allocation and Delegation of Responsibilities
	 	 	79	 
	Section 13.4.

	 	Professional and Other Services
	 	 	79	 
	Section 13.5.

	 	Indemnification and Expense Reimbursement
	 	 	79	 
	Section 13.6.

	 	Claims Procedure
	 	 	80	 
	Section 13.7.

	 	Notices to Participants
	 	 	82	 
	Section 13.8.

	 	Notices to Administrative Committee or Employers
	 	 	82	 
	Section 13.9.

	 	Electronic Media
	 	 	82	 
	Section 13.10.

	 	Records
	 	 	83	 
	Section 13.11.

	 	Reports of Trustee and Accounting to Participants
	 	 	83	 
	Section 13.12.

	 	Limitations on Investments and Transactions/Conversions
	 	 	83	 
	 
	 	 	 	 	 	 
	ARTICLE 14 PARTICIPATION BY EMPLOYERS	 	 	85	 
	 
	 	 	 	 	 	 
	Section 14.1.

	 	Adoption of Plan
	 	 	85	 
	Section 14.2.

	 	Withdrawal from Participation
	 	 	85	 
	Section 14.3.

	 	Company, Administrative Committee, Compensation Committee,
Executive Committee and Investment Committee as Agents for
Employers
	 	 	85	 
	Section 14.4.

	 	Continuance by a Successor
	 	 	86	 
	 
	 	 	 	 	 	 
	ARTICLE 15 MISCELLANEOUS	 	 	87	 
	 
	 	 	 	 	 	 
	Section 15.1.

	 	Expenses
	 	 	87	 
	Section 15.2.

	 	Non-Assignability
	 	 	87	 
	Section 15.3.

	 	Employment Non-Contractual
	 	 	88	 
	Section 15.4.

	 	Merger or Consolidation with Another Plan; Transfer Contributions;
Transferred Employees
	 	 	88	 
	Section 15.5.

	 	Gender and Plurals
	 	 	89	 
	Section 15.6.

	 	Statute of Limitations for Actions under the Plan
	 	 	90	 
	Section 15.7.

	 	Applicable Law
	 	 	90	 
	Section 15.8.

	 	Severability
	 	 	90	 






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Table of Contents
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 15.9.

	 	No Guarantee
	 	 	90	 
	Section 15.10.

	 	Plan Voluntary
	 	 	91	 
	 
	 	 	 	 	 	 
	ARTICLE 16 TOP-HEAVY PLAN REQUIREMENTS	 	 	91	 
	 
	 	 	 	 	 	 
	Section 16.1.

	 	Top-Heavy Plan Determination
	 	 	91	 
	Section 16.2.

	 	Definitions and Special Rules
	 	 	91	 
	Section 16.3.

	 	Minimum Contribution for Top-Heavy Years
	 	 	93	 
	 
	 	 	 	 	 	 
	ARTICLE 17 AMENDMENT, ESTABLISHMENT OF SEPARATE PLAN, PLAN TERMINATION AND CHANGE IN CONTROL	 	 	94	 
	 
	 	 	 	 	 	 
	Section 17.1.

	 	Amendment
	 	 	94	 
	Section 17.2.

	 	Establishment of Separate Plan
	 	 	94	 
	Section 17.3.

	 	Termination
	 	 	94	 
	Section 17.4.

	 	Change in Control
	 	 	95	 
	Section 17.5.

	 	Trust Fund to Be Applied Exclusively for Participants and Their
Beneficiaries
	 	 	96	 
	 
	 	 	 	 	 	 
	SCHEDULE A	 	 	1A	 







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ARTICLE 1




TITLE



          The title of this Plan shall be the “Harris Corporation Retirement Plan.” This Plan is an
amendment and restatement of the Plan in effect as of December 31, 2010. This amendment and
restatement shall be effective as of January 1, 2011, except as follows:





	•	 	The provisions of Article 2 including differential wage payments as “Compensation” are effective
as of January 1, 2009.
	 
	•	 	The provisions of Section 9.1(e) permitting in-service military leave withdrawals are effective
as of January 1, 2009.
	 
	•	 	The provisions of Section 9.2(a) deeming a Participant who dies while performing Qualified
Military Service to have experienced a termination of employment on account of the Participant’s
death is effective as of January 1, 2007.
	 
	•	 	The provisions of Sections 9.3(b)(2) and 9.3(d) with respect to the 2009 moratorium with respect
to required minimum distributions under Section 401(a)(9) of the Code are effective as of January
1, 2009.
	 
	•	 	The provisions of Section 9.6 treating as an eligible rollover distribution for 2009 amounts that
would have been a required minimum distribution under Section 401(a)(9) of the Code but for the
2009 moratorium on such distributions are effective as of January 1, 2009.





          The rights and benefits of any Participant whose employment with all Employers and Affiliates
terminates on or after January 1, 2011, and the rights and benefits of any Beneficiary of any such
Participant, shall be determined solely by reference to the terms of the Plan as amended and
restated herein, as such plan may be amended from time to time. The rights and benefits of any
Participant whose employment with all Employers and Affiliates terminated prior to January 1, 2011
and who is not reemployed after such date, and the rights and






 









 







benefits of any Beneficiary of any such Participant, generally shall be determined solely by
reference to the terms of the Plan as in effect on the date of the Participant’s termination of
employment.




          The Plan is designated as a “profit sharing plan” within the meaning of U.S. Treasury
Regulation section 1.401-1(a)(2)(ii). In addition, the portion of the Plan invested in the Harris
Stock Fund is designated as an “employee stock ownership plan” within the meaning of section
4975(e)(7) of the Code and, as such, is designed to invest primarily in “qualifying employer
securities” within the meaning of section 4975(e)(8) of the Code.




ARTICLE 2




DEFINITIONS



          As used herein, the following words and phrases shall have the following respective meanings
when capitalized:




          Account. The aggregate of a Participant’s subaccounts described in Section 8.1 and
such other subaccounts that may be established from time to time on behalf of a Participant, to be
credited with contributions made by or on behalf of the Participant, adjusted for earnings and
losses, and debited by distributions to and withdrawals of the Participant and expenses.




          Administrative Committee. The Employee Benefits Committee of the Company or any
successor thereto that is appointed pursuant to Section 13.1 to administer the Plan. Reference
herein to the Administrative Committee also shall include any person or entity to whom the
Administrative Committee has delegated any of its authority pursuant to Section 13.3 to the extent
of the delegation.




          Affiliate. (a) A corporation that is a member of the same controlled group of
corporations (within the meaning of section 414(b) of the Code) as an Employer, (b) a trade or
business (whether or not incorporated) under common control (within the meaning of section






2









 







414(c) of the Code) with an Employer, (c) any organization (whether or not incorporated) that
is a member of an affiliated service group (within the meaning of section 414(m) of the Code) that
includes an Employer, a corporation described in clause (a) of this subdivision or a trade or
business described in clause (b) of this subdivision, or (d) any other entity that is required to
be aggregated with an Employer pursuant to Regulations promulgated under section 414(o) of the
Code.




          After-Tax Account. The subaccount established pursuant to Section 8.1 to which any
after-tax contributions made for the benefit of a Participant pursuant to Section 5.1, and earnings
and losses thereon, are credited.




          Beneficiary. A person entitled under Section 9.7 to receive benefits in the event of
the death of a Participant.




          Board. The Board of Directors of the Company.




          Break in Service. A period other than a period included in an Employee’s Service;
provided, however, that a Break in Service shall not include a period of absence
from employment not in excess of 24 consecutive months because of (a) the Employee’s pregnancy, (b)
the birth of the Employee’s child, (c) the placement of a child with the Employee in connection
with the Employee’s adoption of such child or (d) the need of the Employee to care for any such
child for a period beginning immediately following such birth or placement. Notwithstanding the
foregoing, the immediately preceding sentence shall not apply unless the Employee timely furnishes
to the Administrative Committee or its delegate such information as it may reasonably require to
establish the reason for such absence and its duration.




          CapRock Employee. An Eligible Employee of CapRock Communications, Inc. or a
subsidiary thereof (including without limitation, CapRock Government Solutions, Inc.).






3









 








          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






4









 







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”);






5









 








          (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.




          Code. The Internal Revenue Code of 1986, as amended.




          Company. Harris Corporation, a Delaware corporation, and any successor thereto.




          Compensation. The following items of remuneration which a Participant is paid for
work or personal services performed for an Employer: (a) salary or wages, including lump sum merit
increases; (b) commission paid pursuant to a sales incentive plan; (c) overtime premium, shift
differential or additional compensation in lieu of overtime premium; (d)






6









 







compensation in lieu of vacation; (e) any bonus or incentive compensation payable in the form
of cash pursuant to an Employer’s Annual Incentive Plan, an Employer’s Performance Reward Plan, or
other similar plan or award program adopted from time to time by an Employer; and (f) any
differential wage payment (within the meaning of Section 3401(h)(2) of the Code) paid with respect
to a period during which the Participant is performing service in the uniformed services while on
active duty for more than 30 days; provided, however, that Compensation also shall
include any remuneration which would have been paid to the Participant for work or personal
services performed for an Employer but for the Participant’s election to have his or her
compensation reduced pursuant to a qualified cash or deferred arrangement described in section
401(k) of the Code, a cafeteria plan described in section 125 of the Code or an arrangement
providing qualified transportation fringes described in section 132(f) of the Code; provided
further that the remuneration described in this paragraph shall be Compensation for purposes of
the Plan only if it is paid on or before the later of (i) 2 1/2 months after the Participant’s
severance from employment and (ii) the last day of the Plan Year during which the Participant’s
severance from employment occurs (the “Timing Limitation”), except that the Timing Limitation shall
not apply to payments to a Participant who does not perform services for an Employer at the time of
payment by reason of Qualified Military Service to the extent that such payments do not exceed the
amounts such Participant would have received if the Participant had continued to perform services
for the Employer rather than entering Qualified Military Service.




          Notwithstanding the foregoing, the following items also shall be excluded from “Compensation”:
(1) any extraordinary compensation of a recurring or non-recurring nature, including one-time
recognition awards and rewards under a referral program of an Employer; (2) any award made or
amount paid pursuant to the Harris Corporation Stock Incentive Plan or any






7









 







successor thereto, including, but not limited to, performance shares, stock options,
restricted stock, stock appreciation rights or other stock-based awards or dividend equivalents;
(3) severance pay, separation pay, special retirement pay or parachute payments; (4) retention
bonuses or completion bonuses, unless authorized by the Administrative Committee in a uniform and
nondiscriminatory manner to be included in Compensation; (5) reimbursement or allowances with
respect to expenses incurred in connection with employment, such as tax equalization, reimbursement
for moving expenses, mileage or expense allowance or education expenses; (6) indirect compensation
such as employer-paid group insurance premiums or contributions under this Plan or any other
qualified employee benefit plan, other than contributions described in the immediately preceding
paragraph or (7) payments under a nonqualified unfunded deferred compensation plan.




          Notwithstanding any provision herein to the contrary, the Compensation of a Participant taken
into account for any purpose under the Plan shall not exceed $245,000 (as adjusted pursuant to
section 401(a)(17)(B) of the Code). In addition, in the Plan Year in which an Eligible Employee
becomes a Participant, only Compensation received on or after the date he or she becomes a
Participant shall be taken into account under the Plan. Finally, in no event shall Compensation
for purposes of this Plan include any amount that is not “compensation” within the meaning of
section 415(c)(3) of the Code and Treasury Regulation section 1.415(c)-2.




          Compensation Committee. The Management Development and Compensation Committee of the
Board. Reference herein to the Compensation Committee also shall include any person or entity to
whom the Compensation Committee has delegated any of its authority pursuant to Section 13.3.






8









 








          Designated Roth Account. The subaccount established pursuant to Section 8.1 to which
any designated Roth contributions made for the benefit of a Participant pursuant to Section 4.1,
and earnings and losses thereon, are credited.




          Disability. A Participant’s total and permanent physical or mental disability, as
evidenced by the Participant’s eligibility for disability benefits under Title II or Title XVI of
the Federal Social Security Act. A Participant’s Disability shall be deemed to occur as of the
effective date determined by the Social Security Administration.




          Effective Date. The effective date of this amendment and restatement of the Plan,
which, with respect to the Company and any other Employer as of December 31, 2010, shall, except as
otherwise provided herein, be January 1, 2011 and, with respect to an entity that becomes an
Employer on or after January 1, 2011, shall be the effective date as of which the Plan is adopted
by such entity.




          Eligible Employee. An Employee other than an Employee (a) the terms of whose
employment are subject to a collective bargaining agreement which does not provide for the
participation of such Employee in the Plan; (b) who does not receive any Compensation payable in
United States dollars; (c) who is not treated as an Employee of an Employer on such Employer’s
payroll records (notwithstanding any determination by a court or administrative agency that such
individual is an Employee); (d) who is not a United States citizen or a resident alien and who
provides services in a location other than the United States or (e) who is eligible to participate
in, or will be eligible to participate in after satisfaction of applicable age, service or entry
date requirements, any other United States tax-qualified defined contribution plan sponsored or
maintained by the Company or any of its subsidiaries. No individual who renders services for an
Employer shall be an Eligible Employee if such individual renders services






9









 







pursuant to an agreement or arrangement (written or oral) (1) that such services are to be
rendered by the individual as an independent contractor; (2) with an entity, including a leasing
organization, that is not an Employer or Affiliate or (3) that contains a waiver of participation
in the Plan.




          Eligible Profit Sharing Participant. For any Plan Year, a Participant who has
completed a Year of Service on or prior to the last day of the applicable Plan Year and who is
actively employed as an Eligible Employee on the last day of such Plan Year; (b) was actively
employed as an Eligible Employee during such Plan Year but is not actively employed on the last day
of such Plan Year due to Leave of Absence or a period of Qualified Military Service; or (c) was
actively employed as an Eligible Employee during such Plan Year but terminated employment during
such Plan Year (1) on or after the attainment of age 55, (2) due to death or Disability, (3) as a
result of a Reduction in Force or (4) as a result of a transfer from employment with an Employer to
employment with an Affiliate that is not an Employer.




          Eligible Retirement Plan. Any of (i) an individual retirement account described in
section 408(a) of the Code (including a Roth IRA described in section 408A of the Code), (ii) an
individual retirement annuity described in section 408(b) of the Code (including a Roth IRA
described in section 408A of the Code, and excluding any endowment contract), (iii) an employees’
trust described in section 401(a) of the Code which is exempt from tax under section 501(a) of the
Code, (iv) an annuity plan described in section 403(a) of the Code; (v) an eligible deferred
compensation plan described in section 457(b) of the Code which is maintained by a state, political
subdivision of a state or any agency or instrumentality of a state or political subdivision of a
state which agrees to account separately for amounts transferred into such plan and (vi) an annuity
contract described in section 403(b) of the Code.






10









 








          Employee. An individual whose relationship with an Employer is, under common law,
that of an employee.




          Employer. The Company or any other entity that, with the consent of the Compensation
Committee, elects to participate in the Plan in the manner described in Section 14.1, including any
successor entity that is substituted for an Employer pursuant to Section 14.4. If an Employer
withdraws from participation in the Plan pursuant to Section 14.2, or terminates its participation
in the Plan pursuant to Section 17.3, it shall thereupon cease to be an Employer. An entity
automatically shall cease being an Employer as of the date it ceases to be an Affiliate, unless the
Compensation Committee consents to such entity’s continued participation in the Plan.




          ERISA. The Employee Retirement Income Security Act of 1974, as amended.




          Executive Committee. The Executive and Finance Committee of the Board (or such other
committee of the Board as the Board may designate from time to time). Reference herein to the
Executive Committee also shall include any person or entity to whom the Executive Committee has
delegated any of its authority pursuant to Section 13.3.




          Fiscal Year. The fiscal year of the Company.




          Full-Time Employee. An Employee who regularly is scheduled by an Employer to work 30
or more hours per week and who is not designated on the payroll records of an Employer as a
temporary employee, intern, or co-op employee.




          Harris Stock. Common stock of the Company.




          Harris Stock Fund. An investment option, the assets of which consist primarily of
shares of Harris Stock.






11









 








          Highly Compensated Employee. For a Plan Year, any Employee who (a) is a 5%-owner (as
determined under section 416(i)(1) of the Code) at any time during the current Plan Year or the
preceding Plan Year or (b) for the preceding Plan Year, was paid compensation in excess of $110,000
(as adjusted in accordance with section 414(q)(1)(B) of the Code) from an Employer or Affiliate and
was a member of the “top-paid group” (as defined in section 414(q)(3) of the Code).




          HITS Business Unit Employee. An Eligible Employee of Harris IT Services Corporation.




          Hour of Service. Each hour for which an Employee is paid or entitled to payment for
the performance of duties for an Employer.




          Investment Committee. The Investment Committee—Employee Benefit Plans of the
Company. Reference herein to the Investment Committee also shall include any person or entity to
whom the Investment Committee has delegated any of its authority pursuant to Section 13.3.




          Leave of Absence. A period of interruption of the active employment of an Employee
granted by an Employer or Predecessor Company with the understanding that the Employee will return
to active employment at the expiration of such period (or such extension thereof granted by the
Employer or Predecessor Company). The term “Leave of Absence” does not include a period of
Qualified Military Service.




          Legacy HTSC Employee. An Eligible Employee who as of June 30, 2007 (i) was an
Employee of Harris Technical Services Corporation and (ii) was a Participant in the Plan.






12









 








          Matching Account. The subaccount established pursuant to Section 8.1 to which any
matching contributions made for the benefit of a Participant pursuant to Section 4.2, and earnings
and losses thereon, are credited.




          Matching Eligibility Requirement. The period of Service that a Participant must
complete to permit the Participant to be eligible to receive matching contributions pursuant to
Section 4.2. For a HITS Business Unit Employee, such period is six months. For an Eligible
Employee other than a HITS Business Unit Employee, such period is one Year of Service.




          Maximum Contribution Percentage. The maximum percentage of a Participant’s
Compensation (other than PRP Compensation) for a payroll period that may be contributed to the Plan
pursuant to Section 5.1(a), as determined from time to time by the Administrative Committee. The
Administrative Committee in its sole discretion may establish different Maximum Contribution
Percentages with respect to Participants who are not Highly Compensated Employees for a given Plan
Year and Participants who are Highly Compensated Employees for such Plan Year, and with respect to
classes of Highly Compensated Employees for a given Plan Year.




          Maximum Deferral Percentage. The maximum percentage of a Participant’s Compensation
(other than PRP Compensation) for a payroll period that may be contributed to the Plan pursuant to
Section 4.1(a), as determined from time to time by the Administrative Committee. The
Administrative Committee in its sole discretion may establish different Maximum Deferral
Percentages with respect to Participants who are not Highly Compensated Employees for a given Plan
Year and Participants who are Highly Compensated Employees for such Plan Year, and with respect to
classes of Highly Compensated Employees for a given Plan Year.






13









 








          Participant. An Eligible Employee who has satisfied the requirements set forth in
Section 3.1. An individual shall cease to be a Participant upon the complete distribution of his
or her vested Account.




          Plan. The plan herein set forth, as from time to time amended.




          Plan Year. Effective January 1, 2010, the calendar year. A short “Plan Year” was
maintained that began on July 4, 2009 and ended on December 31, 2009. Prior thereto, the “Plan
Year” was the Fiscal Year.




          Predecessor Company. Any entity (a) of which an Affiliate is a successor by reason of
having acquired all or substantially all of its business and assets or (b) from which an Affiliate
acquired a business formerly conducted by such entity; provided, however, that in
the case of any such entity that continues to conduct a trade or business subsequent to the
acquisition by an Affiliate referred in (a) or (b) above, the status of such entity as a
Predecessor Company relates only to the period of time prior to the date of such acquisition.




          Pre-Tax Account. The subaccount established pursuant to Section 8.1 to which any
pre-tax contributions made for the benefit of a Participant pursuant to Section 4.1, and earnings
and losses thereon, are credited.




          Profit Sharing Account. The subaccount established pursuant to Section 8.1 to which
any profit sharing contributions made for the benefit of a Participant pursuant to Section 4.3, and
earnings and losses thereon, are credited.




          PRP Compensation. Compensation payable to a Participant pursuant to an Employer’s
Performance Reward Plan or any similar broad-based cash incentive plan, or any successor plan
thereto.






14









 








          QNEC Account. The subaccount established pursuant to Section 8.1 to which any
“qualified nonelective contributions” within the meaning of section 401(m)(4)(C) of the Code made
for the benefit of a Participant, and earnings and losses thereon, are credited.




          Qualified Military Service. An individual’s service in the uniformed services (as
defined in 38 U.S.C. § 4303) if such individual is entitled to reemployment rights under USERRA
with respect to such service.




          Reduction in Force. An involuntary or voluntary reduction in force, as defined in the
Company’s Severance Pay Plan.




          Regulations. Written regulations promulgated by the Department of Labor construing
Title I of ERISA or by the Internal Revenue Service construing the Code.




          Rollover Account. The subaccount established pursuant to Section 8.1 to which any
rollover contributions made by a Participant pursuant to Section 5.2, and earnings and losses
thereon, are credited.




          Savings Account. The subaccount established pursuant to Section 8.1 to which any
savings contributions under the Plan as in effect prior to July 1, 1983, and earnings and losses
thereon, are credited.




          Service. The aggregate of the periods during which an Employee is employed by an
Employer and any periods of employment or service taken into account pursuant to Sections 11.3 and
11.4, subject to the following:





     (a) An Employee shall be deemed to be employed by an Employer during (1) any period of
absence from employment by an Employer that is of less than twelve months’ duration, (2) the
first twelve months of any period of absence from employment by an Employer for any reason
other than the Employee’s quitting, retiring, being



15









 







discharged or death, and (3) any period of absence from employment by an Employer due
to or necessitated by the Employee’s Qualified Military Service, provided that the Employee
returns to the employ of an Employer within the period prescribed by USERRA.




     (b) An Employee’s period of employment by an entity other than an Affiliate that
becomes a Predecessor Company shall be included as Service only to the extent expressly
provided in the documents effecting the acquisition or otherwise required by law.




     (c) An Employee’s period of employment by an entity in which the Company owns less than
80% but more than 1% of the outstanding equity interest (a “joint venture”) shall be
included as Service if (1) the Company or its delegate designates employment with the joint
venture as eligible for service credit under the Plan; (2) such Employee was employed by an
Affiliate prior to such Employee’s employment by the joint venture and was not employed by
any person or entity other than an Affiliate (an “unrelated employer”) between such
Employee’s employment by an Affiliate and the joint venture; and (3) such Employee returns
to employment with an Affiliate following the Employee’s termination of employment with the
joint venture without having been employed by an unrelated employer between such Employee’s
employment by the joint venture and an Affiliate.




     (d) Solely for purposes of determining the nonforfeitable portion of a Participant’s
Account under Section 9.2(b), if an Employee (1) is terminated by an Employer or Affiliate
in connection with a Reduction in Force and (2) has, as of the date of such termination,
completed at least one Year of Service, the Service of the Employee



16









 







shall include the first twelve months of absence from employment, effective as of the
date of such termination of employment.


Service shall be computed in terms of completed years, completed months and completed days.




          Trust. The trust described in Section 7.1 and created by agreement between the
Company and the Trustee.




          Trust Fund. All money and property of every kind of the Trust held by the Trustee
pursuant to the terms of the agreement governing the Trust.




          Trustee. The person or entity appointed by the Executive Committee and serving as
trustee of the Trust or, if there is more than one such trustee acting at a particular time, all of
such trustees collectively.




          USERRA. The Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended.




          Valuation Date. Each day on which the New York Stock Exchange is open for trading and
any other day determined by the Administrative Committee.




          Wage Determination Employee. An Eligible Employee performing services for Harris IT
Services Corporation who is assigned to the USPS-6 Postal Contract, the GSA9/CDC Contract or the
STATE-6 Contract.




          Year of Service. A period of Service of 365 days.




ARTICLE 3




PARTICIPATION



          Section 3.1. Eligibility for Participation. Each Eligible Employee who was a
Participant immediately before the Effective Date shall continue to be a Participant as of the
Effective Date. Each other Eligible Employee shall become a Participant on the day he or she first
performs an Hour of Service.





17












 





          Section 3.2. Election of Pre-Tax Contributions, Designated Roth Contributions and
After-Tax Contributions. (a) Participant Election. A Participant who desires to make
pre-tax contributions, designated Roth contributions or after-tax contributions to the Plan shall
make an election, in accordance with procedures prescribed by the Administrative Committee,
specifying the Participant’s chosen rate of such contributions. Such election shall authorize the
Participant’s Employer to reduce the Participant’s Compensation by the amount of any such pre-tax
contributions, shall authorize the Participant’s Employer to make regular payroll deductions of any
such designated Roth contributions or after-tax contributions, and shall evidence the Participant’s
acceptance and agreement to all provisions of the Plan. Any election made pursuant to this Section
3.2(a) shall be effective only with respect to Compensation not currently available to the
Participant as of the effective date of such election and shall be effective as of the first
payroll period commencing after the date on which the election is received, or such later date as
may be administratively practicable; provided, however, that an election with
respect to PRP Compensation shall be effective for the first payment of PRP Compensation following
the election.




          (b) Deemed Election for Full-Time Employees. A Participant who is a Full-Time
Employee and who does not at the time and in the manner prescribed by the Administrative Committee
elect otherwise (including for this purpose a reemployed Eligible Employee who is a Full-Time
Employee and who does not elect otherwise following the Eligible Employee’s reemployment date)
shall be deemed to have elected to make pre-tax contributions to the Plan each payroll period at
the rate of 6% of the Participant’s Compensation (other than PRP Compensation) for such payroll
period and to have authorized the Participant’s Employer to reduce his or her Compensation by the
amount thereof. Any deemed election described in this






18









 







Section 3.2(b) shall be effective only with respect to Compensation not currently available to
the Participant as of the effective date of the deemed election and shall be effective thirty (30)
days following the date that the Participant first performs an Hour of Service, or as soon as
administratively practicable thereafter.




          Section 3.3.  Transfers to Affiliates. If a Participant is transferred from one
Employer to another Employer or from an Employer to an Affiliate that is not an Employer, such
transfer shall not terminate the Participant’s participation in the Plan, and such Participant
shall continue to participate in the Plan until an event occurs which would have entitled the
Participant to a complete distribution of the Participant’s vested interest in his or her Account
had the Participant continued to be employed by an Employer until the occurrence of such event.
Notwithstanding the foregoing, a Participant shall not be entitled to make pre-tax contributions,
designated Roth contributions, after-tax contributions or rollover contributions to the Plan, to
receive under the Plan allocations of matching contributions or to receive under the Plan
allocations of profit sharing contributions during any period of employment by an Affiliate that is
not an Employer, and periods of employment by an Affiliate that is not an Employer shall be taken
into account only to the extent set forth in Section 11.3. Payments that are received by a
Participant from an Affiliate that is not an Employer shall not be treated as Compensation for any
purpose under the Plan.




ARTICLE 4




PRE-TAX, DESIGNATED ROTH, MATCHING AND PROFIT SHARING CONTRIBUTIONS



          Section 4.1. Pre-Tax Contributions and Designated Roth Contributions. (a)
Initial Election. Subject to the limitations set forth in Article 6, each Employer shall
make a pre-tax contribution and/or a designated Roth contribution for each payroll period on behalf
of each






19









 







Participant who is an Eligible Employee of such Employer in an amount equal to a whole
percentage of such Participant’s Compensation (other than PRP Compensation) for such payroll period
as elected by the Participant pursuant to Section 3.2. The percentage of Compensation so
designated by a Participant for a payroll period may not be less than 1% and may not be more than
the Maximum Deferral Percentage with respect to such Participant. Notwithstanding the foregoing,
the aggregate of a Participant’s pre-tax contributions and designated Roth contributions for a
payroll period pursuant to this Section 4.1(a) and a Participant’s after-tax contributions for a
payroll period pursuant to Section 5.1(a) may not exceed an amount equal to the Maximum Deferral
Percentage with respect to such Participant.




          (b) Changes in the Rate or Suspension of Pre-Tax Contributions and Designated Roth
Contributions. A Participant’s pre-tax contributions and designated Roth contributions
pursuant to Section 4.1(a) shall continue in effect at the rate elected by the Participant pursuant
to Section 3.2 until the Participant changes or suspends such election. A Participant may change
or suspend such election at such time and in such manner as may be prescribed by the Administrative
Committee, provided that only the last change made by a Participant during a payroll period shall
be effectuated. Such change or suspension shall be effective as of the first payroll period
commencing after the date on which the change or suspension is received, or such later payroll
period as may be administratively practicable. A Participant who has suspended pre-tax
contributions or designated Roth contributions pursuant to this subsection may resume pre-tax
contributions or designated Roth contributions by making an election at such time and in such
manner as may be prescribed by the Administrative Committee.




          (c) Performance Reward Plan Deferral Election. Subject to the limitations set forth
in Article 6, a Participant may elect, in accordance with procedures prescribed by the






20









 







Administrative Committee, to have his or her Employer make a pre-tax contribution on his or
her behalf of PRP Compensation, if any. The percentage of PRP Compensation so elected by a
Participant pursuant to this Section 4.1(c) shall be 0%, 50% or 100%.




          (d) Catch-Up Contributions. Each Participant who (i) is eligible to make pre-tax
contributions or designated Roth contributions under the Plan and (ii) will attain age 50 before
the end of the Plan Year shall be eligible to have pre-tax contributions and/or designated Roth
contributions made on his or her behalf in addition to those described in Sections 4.1(a) and (c)
(“catch-up contributions”). Catch-up contributions shall be elected, made, suspended, resumed and
credited in accordance with and subject to the rules and limitations of section 414(v) of the Code
and such other rules and limitations prescribed by the Administrative Committee from time to time;
provided, however, that (i) the amount of catch-up contributions made on behalf of
a Participant during a Plan Year shall not exceed the maximum amount permitted under section
414(v)(2) of the Code for the calendar year ($5,500 for 2011) and (ii) the amount of catch-up
contributions made on behalf of a Participant for a payroll period shall not exceed the percentage
of the Participant’s Compensation that is established from time to time by the Administrative
Committee. Catch-up contributions shall not be taken into account for purposes of Sections 6.1 and
6.3, and the Plan shall not be treated as failing to satisfy its provisions implementing the
requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as
applicable, by reason of the making of catch-up contributions.




          (e) Designation of Contributions as Pre-Tax Contributions or Designated Roth
Contributions. Elections by Participants to commence, change, suspend or resume contributions
under this Section 4.1 shall designate (i) the portion of such contributions that are to be pre-tax
contributions excludable from the Participant’s gross income pursuant to section 402(g) of the






21









 







Code and (ii) the portion of such contributions that are to be designated Roth contributions
includable in the Participant’s gross income pursuant to section 402A of the Code. Such
designations shall be irrevocable with respect to contributions made pursuant to such elections.




          Section 4.2. Matching Contributions. (a) In General. Subject to the
limitations set forth in Article 6, each Employer shall make a matching contribution for each
payroll period on behalf of each Participant who is an Eligible Employee of such Employer, and who
has satisfied the Matching Eligibility Requirement. The rate of matching contribution shall be as
set forth in Section 4.2(b), (c), (d) or (e), as applicable.




          (b) Wage Determination Employees. The rate of matching contribution with respect to a
Wage Determination Employee shall equal 50% of the aggregate of (i) the pre-tax contribution and/or
designated Roth contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii)
the after-tax contribution made on behalf of such Participant pursuant to Section 5.1(a);
provided, however, that pre-tax, designated Roth and after-tax contributions in
excess of 4% of a Participant’s Compensation for a payroll period shall not be considered for
purposes of matching contributions.




          (c) HITS Business Unit Employees Other Than Wage Determination Employees. The rate of
matching contribution with respect to a HITS Business Unit Employee who is a Legacy HTSC Employee
shall equal 100% of the aggregate of (i) the pre-tax contribution and/or designated Roth
contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax
contribution made on behalf of such Participant pursuant to Section 5.1(a). The rate of matching
contribution with respect to a HITS Business Unit Employee who is neither a Wage Determination
Employee nor a Legacy HTSC Employee shall equal 50% of the aggregate of (i) the pre-tax
contribution and/or designated Roth contribution






22









 







made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax
contribution made on behalf of such Participant pursuant to Section 5.1(a). In each case, however,
pre-tax, designated Roth and after-tax contributions in excess of 6% of a Participant’s
Compensation for a payroll period shall not be considered for purposes of matching contributions.




          (d) CapRock Employees. The rate of matching contribution with respect to a CapRock
Employee shall equal 100% of the aggregate of (i) the pre-tax contribution and/or designated Roth
contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax
contribution made on behalf of such Participant pursuant to Section 5.1(a); provided,
however, that pre-tax, designated Roth and after-tax contributions in excess of 5% of a
Participant’s Compensation for a payroll period shall not be considered for purposes of matching
contributions.




          (e) Eligible Employees Other Than HITS Business Unit Employees or CapRock Employees.
The rate of matching contribution with respect to an Eligible Employee other than a HITS Business
Unit Employee or a CapRock Employee shall equal 100% of the aggregate of (i) the pre-tax
contribution and/or designated Roth contribution made on behalf of such Participant pursuant to
Section 4.1(a) and (ii) the after-tax contribution made on behalf of such Participant pursuant to
Section 5.1(a); provided, however, that pre-tax, designated Roth and after-tax
contributions in excess of 6% of a Participant’s Compensation for a payroll period shall not be
considered for purposes of matching contributions.




          (f) Contributions Not Eligible for Match. Notwithstanding the foregoing, an Employer
shall not make a matching contribution with respect to (i) any contribution to the Plan of PRP
Compensation or (ii) any catch-up contribution made pursuant to Section 4.1(d).






23









 








          Section 4.3. Profit Sharing Contributions. Subject to the limitations set forth in
Article 6, each Plan Year the Employers in their discretion may make a profit sharing contribution
to the Trust in such amount as the Employers in their discretion may determine. Such discretionary
profit sharing contribution shall be allocated pursuant to Section 8.6 among Eligible Profit
Sharing Participants for the Plan Year.




          Section 4.4. Deposit of Contributions. An Employer shall deliver to the Trustee any
pre-tax contributions and designated Roth contributions as soon as administratively practicable
after the date such contributions otherwise would have been paid to the Participants as cash
compensation, but in no event later than the 15th business day of the month following the month
during which such contributions otherwise would have been paid to the Participants. An Employer
shall deliver to the Trustee any matching contributions concurrently with the delivery of the
pre-tax contributions, designated Roth contributions or after-tax contributions to which such
matching contributions relate. An Employer shall deliver to the Trustee any profit sharing
contribution for a Plan Year no later than the date prescribed by the Code, including any
authorized extensions thereof, for filing such Employer’s federal income tax return for the Fiscal
Year which ends within or with such Plan Year.




          Section 4.5. Form of Contributions. Subject to Section 7.2(b) with respect to
contributions invested in the Harris Stock Fund, pre-tax contributions, designated Roth
contributions, matching contributions and profit sharing contributions shall be contributed to the
Plan in cash.




ARTICLE 5




AFTER-TAX AND ROLLOVER CONTRIBUTIONS



          Section 5.1.  After-Tax Contributions. (a) Initial Election. Subject to the
limitations set forth in Article 6, each Participant may elect in accordance with Section 3.2 to






24









 







make an after-tax contribution of Compensation (other than PRP Compensation) for each payroll
period by payroll deduction. The percentage of Compensation so designated for a payroll period
shall be a whole percentage not less than 1% and not more than the Maximum Contribution Percentage
with respect to such Participant. Notwithstanding the foregoing, the aggregate of a Participant’s
pre-tax contributions and designated Roth contributions for a payroll period pursuant to Section
4.1(a) and a Participant’s after-tax contributions for a payroll period pursuant to this Section
5.1(a) may not exceed an amount equal to the Maximum Contribution Percentage with respect to such
Participant. An Employer shall deliver to the Trustee any after-tax contributions as soon as
administratively practicable after the date such contributions otherwise would have been paid to
the Participants as cash compensation, but in no event later than the 15th business day of the
month following the month during which such contributions otherwise would have been paid to the
Participants.




          (b) Changes in the Rate or Suspension of After-Tax Contributions. A Participant’s
after-tax contributions pursuant to Section 5.1(a) shall continue in effect at the rate elected by
the Participant pursuant to Section 3.2 until the Participant changes or suspends such election. A
Participant may change or suspend such election at such time and in such manner as may be
prescribed by the Administrative Committee, provided that only the last change made by a
Participant during a payroll period shall be effectuated. Such change or suspension shall be
effective as of the first payroll period commencing after the date on which the change or
suspension is received, or such later payroll period as may be administratively practicable. A
Participant who has suspended after-tax contributions pursuant to this subsection may resume
after-tax contributions by making an election at such time and in such manner as may be prescribed
by the Administrative Committee.






25









 








          (c) Form of Contributions. Subject to Section 7.2(b) with respect to contributions
invested in the Harris Stock Fund, after-tax contributions shall be contributed to the Plan in
cash.




          Section 5.2. Rollover Contributions. (a) Requirements for Rollover
Contributions. If a Participant receives an “eligible rollover distribution” (within the
meaning of section 402(c)(4) of the Code) from an Eligible Retirement Plan, then such Participant
may contribute to the Plan an amount that does not exceed the amount of such eligible rollover
distribution (including the proceeds from the sale of any property received as part of such
eligible rollover distribution). A rollover contribution may be in the form of cash or, with the
consent of the Administrative Committee or its delegate, a promissory note evidencing an
outstanding loan balance.




          (b) Delivery of Rollover Contributions. Any rollover contribution made pursuant to this
Section shall be delivered by the Participant to the Trustee on or before the 60th day after the
day on which the Participant receives the distribution (or on or before such later date as may be
prescribed by law) or shall be transferred to the Trustee on behalf of the Participant directly
from the trust from which the eligible rollover distribution is made. Any such contribution must
be accompanied by any information or documentation in connection therewith requested by the
Administrative Committee or the Trustee. Notwithstanding the foregoing, the Administrative
Committee shall not permit a rollover contribution if in its judgment accepting such contribution
would cause the Plan to violate any provision of the Code or Regulations.






26









 








ARTICLE 6




LIMITATIONS ON CONTRIBUTIONS



          Section 6.1.  Annual Limit on Pre-Tax Contributions and Designated Roth Contributions.
(a) General Rule. Notwithstanding the provisions of Section 4.1, the aggregate of pre-tax
contributions and designated Roth contributions made on behalf of a Participant for any calendar
year pursuant to such Section and pursuant to any other plan or arrangement described in section
401(k) of the Code which is maintained by an Employer or Affiliate shall not exceed the dollar
limitation in effect for such calendar year under section 402(g) of the Code, except to the extent
permitted under Section 4.1(d) of the Plan and section 414(v) of the Code with respect to “catch-up
contributions.”




          (b) Excess Pre-Tax Contributions and Designated Roth Contributions.





     (1) Characterization as After-Tax Contributions. Except to the extent
set forth in Section 4.1(d) of the Plan and section 414(v) of the Code with respect
to “catch-up contributions,” if for any calendar year the pre-tax contributions and
designated Roth contributions to the Plan or the aggregate of the pre-tax
contributions and the designated Roth contributions to the Plan plus amounts
contributed under other plans or arrangements described in section 401(k), 403(b),
408(k) or 408(p) of the Code for a Participant reach the limit imposed by subsection
(a) of this Section for such calendar year, any contributions under the Plan during
the calendar year that exceed such limit (“excess deferrals”) shall be characterized
as after-tax contributions. The Participant for whom any contributions are
recharacterized as after-tax contributions pursuant to this paragraph shall
designate the extent to which the contributions to be



27









 







recharacterized shall be pre-tax contributions or designated Roth
contributions (but only up to the extent that such types of contributions were made
by the Participant to the Plan for the Plan Year) and, in the event that any such
designation is not made or is incomplete, the Participant’s pre-tax contributions
shall be recharacterized up to the extent pre-tax contributions were made to the
Plan for the Plan Year and, to the extent that the Participant’s excess deferrals
exceed such pre-tax contributions, the Participant’s designated Roth contributions
made to the Plan for the Plan Year shall be recharacterized.




     (2) Distribution. Notwithstanding the foregoing, and except to the
extent set forth in Section 4.1(d) of the Plan and section 414(v) of the Code with
respect to “catch-up contributions,” if any excess deferrals of a Participant are
not characterized as after-tax contributions, because of the limitation set forth in
Section 5.1 on the amount of after-tax contributions that may be made to the Plan or
otherwise, such Participant shall, pursuant to such rules and at such time following
such calendar year as determined by the Administrative Committee, be allowed to
submit a written request that the excess deferrals, plus any income and minus any
loss allocable thereto, be distributed to the Participant. The amount of any income
or loss allocable to such excess deferrals shall be determined pursuant to
Regulations. Such amount of excess deferrals, as adjusted for income or loss, shall
be distributed to the Participant no later than April 15 following the calendar year
for which such contributions were made. Any excess deferrals that are distributed
in accordance with this subsection (b)(2) shall not be treated as “annual additions”
for purposes of Section 6.3. The amount of excess deferrals



28









 







that may be distributed under this subsection (b)(2) with respect to a
Participant for a calendar year shall be reduced by any amounts previously
distributed pursuant to Section 6.2(d)(1) with respect to such Participant for such
year. The Participant to whom any excess deferrals are distributed pursuant to this
paragraph shall designate the extent to which such distributed excess deferrals are
treated as pre-tax contributions or designated Roth contributions (but only up to
the extent that such types of contributions were made by the Participant to the Plan
for the Plan Year) and, in the event that any such designation is not made or is
incomplete, such distributed excess deferrals shall be treated as pre-tax
contributions up to the extent pre-tax contributions were made to the Plan for the
Plan Year and, to the extent that such distributed excess deferrals exceed such
pre-tax contributions, such excess deferrals shall be treated as distributions of
designated Roth contributions made to the Plan for the Plan Year.




          Section 6.2.  Limits on Contributions for Highly Compensated Employees.




          (a) Actual Deferral Percentage Test Imposed by Section 401(k)(3) of the Code.
Notwithstanding the provisions of Section 4.1, if the pre-tax contributions and designated Roth
contributions made pursuant to Section 4.1 for a Plan Year fail, or in the judgment of the
Administrative Committee are likely to fail, to satisfy both of the tests set forth in paragraphs
(1) and (2) of this subsection, the adjustments prescribed in Section 6.2(d)(1) shall be made. Any
pre-tax contributions or designated Roth contributions which are “catch-up contributions” described
in Section 4.1(d) shall not be considered to be pre-tax contributions or designated Roth
contributions for purposes of determining whether the tests set forth in paragraphs (1) and (2) of






29









 







this subsection are satisfied or for purposes of making any adjustments prescribed by Section
6.2(d)(1).





     (1) The HCE average deferral percentage for such year does not exceed the
product of the NHCE average deferral percentage for such year and 1.25.




     (2) The HCE average deferral percentage for such year (i) does not exceed the
NHCE average deferral percentage for such year by more than two percentage points
and (ii) does not exceed the product of the NHCE average deferral percentage for
such year and 2.0.



          (b) Actual Contribution Percentage Test Imposed by Section 401(m) of the Code.
Notwithstanding the provisions of Sections 4.2 and 5.1, if the aggregate of the matching
contributions made pursuant to Section 4.2 and the after-tax contributions made pursuant to Section
5.1 for a Plan Year fail, or in the judgment of the Administrative Committee are likely to fail, to
satisfy both of the tests set forth in paragraphs (1) and (2) of this subsection, the adjustments
prescribed in Section 6.2(d)(2) shall be made.





     (1) The HCE average contribution percentage for such year does not exceed the
product of the NHCE average contribution percentage for such year and 1.25.




     (2) The HCE average contribution percentage for such year (i) does not exceed
the NHCE average contribution percentage for such year by more than two percentage
points and (ii) does not exceed the product of the NHCE average contribution
percentage for such year and 2.0.



30









 





          (c) Definitions and Special Rules. For purposes of this Section, the following
definitions and special rules shall apply:





     (1) The “actual deferral percentage test” refers collectively to the tests set
forth in paragraphs (1) and (2) of subsection (a) of this Section relating to
pre-tax contributions and designated Roth contributions. The actual deferral
percentage test shall be satisfied if either of such tests are satisfied.




     (2) The “HCE average deferral percentage” for a Plan Year is a percentage
determined for the group of Eligible Employees who are eligible to make pre-tax
contributions or designated Roth contributions for the current Plan Year and who are
Highly Compensated Employees for the current Plan Year. Such percentage shall be
equal to the average of the ratios, calculated separately for each such Eligible
Employee to the nearest one-hundredth of one percent, of the employer contributions
for the benefit of such Eligible Employee for the current Plan Year (if any) to the
total compensation for the current Plan Year paid to such Eligible Employee. For
this purpose, “employer contributions” shall mean pre-tax contributions and
designated Roth contributions (including excess deferrals), but excluding any
pre-tax contributions and designated Roth contributions that are taken into account
under the actual contribution percentage test (provided that the actual deferral
percentage test is satisfied both with and without exclusion of such contributions).




     (3) The “NHCE average deferral percentage” for a Plan Year is a percentage
determined for the group of Eligible Employees who were eligible to make pre-tax
contributions or designated Roth contributions for the immediately



31









 







preceding Plan Year and who were not Highly Compensated Employees for the
immediately preceding Plan Year. Such percentage shall be equal to the average of
the ratios, calculated separately for each such Eligible Employee to the nearest
one-hundredth of one percent, of the employer contributions for the benefit of such
Eligible Employee for the immediately preceding Plan Year (if any) to the total
compensation for the immediately preceding Plan Year paid to such Eligible Employee.
For this purpose, “employer contributions” shall mean pre-tax contributions and
designated Roth contributions (including excess deferrals), but excluding (i) excess
deferrals that arise solely from pre-tax contributions and designated Roth
contributions made under this Plan or other plans maintained by the Employers and
Affiliates and (ii) any pre-tax contributions and designated Roth contributions that
are taken into account under the actual contribution percentage test (provided that
the actual deferral percentage test is satisfied both with and without exclusion of
such pre-tax contributions and designated Roth contributions). Notwithstanding the
foregoing, in the event of a “plan coverage change” during a Plan Year (as such term
is defined in Treasury Regulation §1.401(k)-2(c)(4)(iii)(A)), the “NHCE average
deferral percentage” for such Plan Year shall be determined in accordance with
Treasury Regulation §1.401(k)-2(c)(4).




     (4) The “actual contribution percentage test” refers collectively to the tests
set forth in paragraphs (1) and (2) of subsection (b) of this Section relating to
matching contributions and after-tax contributions. The actual contribution
percentage test shall be satisfied if either of such tests are satisfied.



32









 






     (5) The “HCE average contribution percentage” for a Plan Year is a percentage
determined for the group of Eligible Employees who are eligible to have matching
contributions, after-tax contributions, or in the discretion of the Administrative
Committee and to the extent permitted under rules prescribed by the Secretary of the
Treasury or otherwise under the law, pre-tax contributions and designated Roth
contributions, made for their benefit for the current Plan Year and who are Highly
Compensated Employees for the current Plan Year. Such percentage shall be equal to
the average of the ratios, calculated separately for each such Eligible Employee to
the nearest one-hundredth of one percent, of the matching contributions, after-tax
contributions and, in the discretion of the Administrative Committee and to the
extent permitted under rules prescribed by the Secretary of the Treasury or
otherwise under the law, pre-tax contributions and designated Roth contributions,
made for the benefit of such Eligible Employee for the current Plan Year (if any) to
the total compensation for the current Plan Year paid to such Eligible Employee.




     (6) The “NHCE average contribution percentage” for a Plan Year is a percentage
determined for the group of Eligible Employees who were eligible to have matching
contributions, after-tax contributions, or in the discretion of the Administrative
Committee and to the extent permitted under rules prescribed by the Secretary of the
Treasury or otherwise under the law, pre-tax contributions and designated Roth
contributions, made for their benefit for the immediately preceding Plan Year and
who were not Highly Compensated Employees for the immediately preceding Plan Year.
Such percentage shall be equal to the average



33









 







of the ratios, calculated separately for each such Eligible Employee to the
nearest one-hundredth of one percent, of the matching contributions, after-tax
contributions and, in the discretion of the Administrative Committee and to the
extent permitted under rules prescribed by the Secretary of the Treasury or
otherwise under the law, pre-tax contributions and designated Roth contributions,
made for the benefit of such Eligible Employee for the immediately preceding Plan
Year (if any) to the total compensation for the immediately preceding Plan Year paid
to such Eligible Employee. Notwithstanding the foregoing, in the event of a “plan
coverage change” during a Plan Year (as such term is defined in Treasury Regulation
§1.401(m)-2(c)(4)(iii)(A)), the “NHCE average contribution percentage” for such Plan
Year shall be determined in accordance with Treasury Regulation §1.401(m)-2(c)(4).




     (7) The term “compensation” shall have the meaning set forth in section 414(s)
of the Code or, in the discretion of the Administrative Committee, any other meaning
in accordance with the Code for these purposes. In any event, the term
“compensation” shall not include any amount excludable under Treasury Regulation
section 1.415(c)-2(g)(5)(ii).




     (8) If the Plan and one or more other plans of an Employer to which pre-tax
contributions, designated Roth contributions, matching contributions or employee
contributions (as such terms are defined for purposes of section 401(m) of the
Code), or qualified nonelective contributions (as such term is defined in section
401(m)(4)(C) of the Code), are made are treated as one plan for purposes of section
410(b) of the Code, such plans shall be treated as one plan for purposes



34









 







of this Section. If a Highly Compensated Employee participates in the Plan and
one or more other plans of an Employer to which any such contributions are made, all
such contributions shall be aggregated for purposes of this Section.



          (d) Adjustments to Comply with Limits.





     (1) Adjustments to Comply with Actual Deferral Percentage Test. The
Administrative Committee shall cause to be made such periodic computations as it
shall deem necessary or appropriate to determine whether the actual deferral
percentage test will be satisfied during a Plan Year, and, if it appears to the
Administrative Committee that such test will not be satisfied, the Administrative
Committee shall take such steps as it deems necessary or appropriate to adjust the
pre-tax contributions and designated Roth contributions made pursuant to Section 4.1
for all or a portion of the remainder of such Plan Year for the benefit of some or
all of the Highly Compensated Employees to the extent necessary in order for the
actual deferral percentage test to be satisfied. If, after the end of the Plan
Year, the Administrative Committee determines that, notwithstanding any adjustments
made pursuant to the preceding sentence, the actual deferral percentage test was not
satisfied, the Administrative Committee shall calculate a total amount by which
pre-tax contributions and designated Roth contributions must be reduced in order to
satisfy such test in the manner prescribed by section 401(k)(8)(B) of the Code (the
“excess contributions amount”). The amount of pre-tax contributions and designated
Roth contributions to be reduced for each Participant who is a Highly Compensated
Employee shall be determined by first reducing the pre-tax contributions and
designated Roth contributions of each



35









 







Participant whose actual dollar amount of pre-tax contributions and designated
Roth contributions for such Plan Year is highest until such reduced dollar amount
equals the next highest actual dollar amount of pre-tax contributions and designated
Roth contributions made for such Plan Year on behalf of any Highly Compensated
Employee or until the total reduction equals the excess contributions amount. If
further reductions are necessary, then the pre-tax contributions and designated Roth
contributions on behalf of each Participant who is a Highly Compensated Employee and
whose actual dollar amount of pre-tax contributions and designated Roth
contributions for such Plan Year is the highest (determined after the reduction
described in the preceding sentence) shall be reduced in accordance with the
preceding sentence. Such reductions shall continue to be made to the extent
necessary so that the total reduction equals the excess contributions amount. The
portion of a Participant’s pre-tax contributions and designated Roth contributions
to be reduced in accordance with this Section 6.2(d)(1) shall be recharacterized as
an after-tax contribution, and the Participant shall be notified of such
recharacterization and the tax consequences thereof no later than 21/2 months after
the end of the Plan Year. The amount of a Participant’s pre-tax contributions and
designated Roth contributions to be reduced in accordance with this Section shall be
reduced by any excess deferrals previously distributed to such Participant pursuant
to Section 6.1 in order to comply with the limitations of section 402(g) of the
Code. The amount of any income or loss allocable to any such reductions shall be
determined pursuant to the applicable Regulations promulgated by the U.S. Treasury
Department. The



36









 







Participant for whom any contributions are recharacterized as after-tax
contributions pursuant to this paragraph shall designate the extent to which the
contributions to be recharacterized contributions shall be pre-tax contributions or
designated Roth contributions (but only up to the extent that such types of
contributions were made by the Participant to the Plan for the Plan Year) and, in
the event that any such designation is not made or is incomplete, the Participant’s
pre-tax contributions shall be recharacterized up to the extent pre-tax
contributions were made to the Plan for the Plan Year and, to the extent that the
Participant’s excess contributions exceed such pre-tax contributions, the
Participant’s designated Roth contributions made to the Plan for the Plan Year shall
be recharacterized.




     (2) Adjustments to Comply with Actual Contribution Percentage Test.
The Administrative Committee shall cause to be made such periodic computations as it
shall deem necessary or appropriate to determine whether the average contribution
percentage test will be satisfied during a Plan Year, and, if it appears to the
Administrative Committee that such test will not be satisfied, the Administrative
Committee shall take such steps as it deems necessary or appropriate to adjust the
matching contributions and the after-tax contributions made pursuant to Section 4.2
and 5.1, respectively, for all or a portion of the remainder of such Plan Year on
behalf of some or all of the Highly Compensated Employees to the extent necessary in
order for the average contribution percentage test to be satisfied. If the
Administrative Committee determines that, notwithstanding any adjustments made
pursuant to the preceding sentence, the



37









 







average contribution percentage test was or will not satisfied, the
Administrative Committee shall, in its discretion, (1) allocate a qualified
nonelective contribution pursuant to Section 6.2(e) or (2) reduce the matching
contributions and after-tax contributions made on behalf of each Participant who is
a Highly Compensated Employee and whose actual dollar amount of matching
contributions and after-tax contributions for such Plan Year is the highest in the
same manner described in subparagraph (1) of this paragraph to the extent necessary
to comply with the average contribution percentage test. The reduction described in
the preceding sentence shall be made first with respect to a Participant’s after-tax
contributions in excess of six percent of Compensation, second with respect to any
remaining after-tax contributions and any matching contributions attributable
thereto, and third with respect to any other matching contributions. With respect
to contributions to be so reduced, no later than 21/2 months after the end of the Plan
Year (or if correction by such date is administratively impracticable, no later than
the last day of the subsequent Plan Year), the Administrative Committee shall cause
to be distributed to each such Participant the amount of such reductions made with
respect to vested matching contributions to which such Participant would be entitled
under the Plan if such Participant had terminated service on the last day of the
Plan Year for which such contributions are made (or on the date of the Participant’s
actual termination of employment, if earlier) and with respect to after-tax
contributions (plus any income and minus any loss allocable thereto), and any
remaining amount of such reductions (plus any income and minus any loss allocable
thereto) shall be forfeited. Any amounts forfeited pursuant to this



38









 







paragraph shall be treated in the same manner as forfeitures described in
Section 9.2(b). The amount of any such income or loss allocable to any such
reduction to be so distributed or forfeited shall be determined pursuant to
applicable Regulations promulgated by the U.S. Treasury Department.



          (e) Qualified Nonelective Contributions. Subject to the limitations set forth in
Sections 6.3 and 6.4, and to the extent permitted by Regulations or other pronouncements of the
Internal Revenue Service, for purposes of satisfying the actual contribution percentage test set
forth in Section 6.2(b), the Employers may contribute for a Plan Year such amount, if any, as may
be designated as a “qualified nonelective contribution” within the meaning of section 401(m)(4)(C)
of the Code. Any such qualified nonelective contribution to the Plan must be contributed no later
than the last day of the Plan Year immediately following the Plan Year to which it relates. Any
such qualified nonelective contribution to the Plan shall be allocated to the Accounts of those
Participants who are not Highly Compensated Employees for the Plan Year with respect to which such
qualified nonelective contribution is made and who are actively employed by the contributing
Employer on the last day of the Plan Year with respect to which such qualified nonelective
contribution is made, beginning with the Participant with the lowest Compensation for such Plan
Year and allocating the maximum amount that may be taken into account under Treasury Regulation
§1.401(m)-2(a)(6)(v) (and that is permissible under Section 6.3) before allocating any portion of
such qualified nonelective contribution to the Participant with the next lowest Compensation for
the Plan Year.




          Section 6.3.  Maximum Annual Additions under Section 415 of the Code. Notwithstanding
any other provision of the Plan, the amounts allocated to the Account of each Participant for any
limitation year shall be limited so that the aggregate annual additions for such






39









 







year to the Participant’s Account and to the Participant’s accounts in all other defined
contribution plans maintained by an employer shall not exceed the lesser of:





	 	(i)	 	$49,000 (as adjusted pursuant to section 415(d) of the Code);
and
	 
	 	(ii)	 	100% of the Participant’s compensation for such limitation year
(or such other percentage of compensation set forth in section 415(c) of the
Code).





          The “annual additions” to a Participant’s Account and to the Participant’s account in any
other defined contribution plan maintained by an employer is the sum for such limitation year of:




          (a) the amount of employer contributions (including pre-tax contributions and designated Roth
contributions) allocated to the Participant’s account, excluding, however, (X) pre-tax
contributions and designated Roth contributions that are “catch-up contributions” made pursuant to
section 414(v) of the Code, (Y) excess deferrals that are distributed in accordance with section
402(g) of the Code and (Z) restorative payments (within the meaning of Treasury Regulation section
1.415(c)-1(b)(2)(ii)(C)),




          (b) the amount of forfeitures allocated to the Participant’s account,




          (c) the amount of contributions by the Participant to any such plan, but excluding any
rollover contributions or loan repayments,




          (d) the amount allocated on behalf of the Participant to any individual medical benefit
account (as defined in section 415(l) of the Code) or, if the Participant is a key employee within
the meaning of section 419A(d)(3) of the Code, to any post-retirement medical benefits account
established pursuant to section 419A(d)(1) of the Code, and




          (e) the amount of mandatory employee contributions within the meaning of section 411(c)(2)(C)
of the Code by such Participant to a defined benefit plan, regardless of whether such plan is
subject to the requirements of section 411 of the Code.





40












 





          For purposes of this Section, the “limitation year” shall be the Plan Year, the term
“compensation” shall have the meaning set forth in Treasury Regulation section 1.415(c)-2(d)(4),
the term “defined contribution plan” shall have the meaning set forth in Treasury Regulation
section 1.415(c)-1(a)(2), and a Participant’s employer shall include entities that are members of
the same controlled group (within the meaning of section 414(b) of the Code as modified by section
415(h) of the Code) or affiliated service group (within the meaning of section 414(m) of the Code)
as the Participant’s employer or under common control (within the meaning of section 414(c) of the
Code as modified by section 415(h) of the Code) with the Participant’s employer or such entities.




          Section 6.4. Other Limitations on Employer Contributions. The contributions of the
Employers for a Plan Year shall not exceed the maximum amount for which a deduction is allowable to
such Employers for federal income tax purposes for the fiscal year of such Employers that ends
within or with such Plan Year.




          Any contribution made by an Employer by reason of a good faith mistake of fact, or the portion
of any contribution made by an Employer that exceeds the maximum amount for which a deduction is
allowable to such Employer for federal income tax purposes by reason of a good faith mistake in
determining the maximum allowable deduction, shall upon the request of such Employer be returned by
the Trustee to the Employer. An Employer’s request and the return of any such contribution must be
made within one year after such contribution was mistakenly made or after the deduction of such
excess portion of such contribution was disallowed, as the case may be. The amount to be returned
to an Employer pursuant to this paragraph shall be the excess of (i) the amount contributed over
(ii) the amount that would have been contributed had there not been a mistake of fact or a mistake
in determining the maximum



41









 






allowable deduction. Earnings attributable to the mistaken contribution shall not be returned
to the Employer, but losses attributable thereto shall reduce the amount to be so returned. If the
return to the Employer of the amount attributable to the mistaken contribution would cause the
balance of any Participant’s Account as of the date such amount is to be returned (determined as if
such date coincided with the close of a Plan Year) to be reduced to less than what would have been
the balance of such Account as of such date had the mistaken amount not been contributed, the
amount to be returned to the Employer shall be limited so as to avoid such reduction.




ARTICLE 7




TRUST AND INVESTMENT FUNDS



          Section 7.1. Trust. A Trust shall be created by the execution of a trust agreement
between the Company (acting on behalf of the Employers) and the Trustee. All contributions under
the Plan shall be paid to the Trustee. The Trustee shall hold all monies and other property
received by it and invest and reinvest the same, together with the income therefrom, on behalf of
the Participants collectively in accordance with the provisions of the trust agreement. The
Trustee shall make distributions from the Trust Fund at such time or times to such person or
persons and in such amounts as the Administrative Committee directs in accordance with the Plan.




          Section 7.2. Investments. (a) In General. The Investment Committee shall
establish an investment policy for the Plan. The Investment Committee shall cause the Trustee to
establish and maintain three or more separate investment funds exclusively for the collective
investment and reinvestment as directed by Participants of amounts credited to their Accounts.
Additional investment funds may be established as determined by the Investment Committee from time
to time in its sole discretion. The Investment Committee, in its sole discretion, may






42









 







appoint investment managers to provide services in connection with the investment funds
established under the Plan.




          (b) Harris Stock Fund. In addition to the investment funds established at the
direction of the Investment Committee pursuant to Section 7.2(a), the Trustee shall establish and
maintain a Harris Stock Fund. The assets of the Harris Stock Fund shall be invested primarily in
shares of Harris Stock. The assets of the Harris Stock Fund also may be invested in short-term
liquid investments. Each Participant’s interest in the Harris Stock Fund shall be represented by
units of participation, and each such unit shall represent a proportionate interest in all the
assets of such fund. Amounts invested in the Harris Stock Fund generally shall be contributed in
cash; provided, however, that the Company, in its discretion, may contribute such
amounts in shares of Harris Stock. The Trustee is authorized to purchase shares of Harris Stock on
the open market.




ARTICLE 8




PARTICIPANT ACCOUNTS

AND INVESTMENT ELECTIONS



          Section 8.1. Participant Accounts. The Administrative Committee shall establish and
maintain, or cause the Trustee or such other agent as the Administrative Committee may select to
establish and maintain, a separate Account for each Participant. Such Account shall be solely for
accounting purposes, and no segregation of assets of the Trust Fund among the separate Accounts
shall be required. Each Account shall consist of the following subaccounts (and such other
subaccounts as may be established by or at the direction of the Administrative Committee from time
to time):




          (a) if pre-tax contributions have been made for the benefit of a Participant pursuant to
Section 4.1, a Pre-Tax Account to which shall be credited such amounts and subsequent earnings and
losses thereon;






43









 








          (b) if designated Roth contributions have been made for the benefit of a Participant pursuant
to Section 4.1, a Designated Roth Account to which shall be credited such amounts and subsequent
earnings and losses thereon;




          (c) if matching contributions have been made for the benefit of a Participant pursuant to
Section 4.2, a Matching Account to which shall be credited such amounts and subsequent earnings and
losses thereon;




          (d) if profit sharing contributions have been made for the benefit of a Participant pursuant
to Section 4.3, a Profit Sharing Account to which shall be credited such amounts and subsequent
earnings and losses thereon;




          (e) if after-tax contributions have been made by a Participant pursuant to Section 5.1, an
After-Tax Account to which shall be credited such amounts and subsequent earnings and losses
thereon;




          (f) if a rollover contribution has been made by a Participant pursuant to Section 5.2, a
Rollover Account to which shall be credited such amount and subsequent earnings and losses thereon;




          (g) if applicable, a Savings Account to which shall be credited a Participant’s savings
contributions under the Plan as in effect prior to July 1, 1983, and subsequent earnings and losses
thereon; and




          (h) if applicable, a QNEC Account to which shall be credited “qualified nonelective
contributions” (within the meaning of section 401(m)(4)(C) of the Code) made for the benefit of a
Participant, and subsequent earnings and losses thereon.




          The Administrative Committee shall establish and maintain, or cause the Trustee or such other
agent as the Administrative Committee may select to establish and maintain,






44









 







investment subaccounts with respect to each investment fund described in Section 7.2 to which
amounts contributed under the Plan shall be credited according to each Participant’s investment
elections pursuant to Section 8.2. All such investment subaccounts shall be solely for accounting
purposes, and there shall be no segregation of assets within the investment funds among the
separate investment subaccounts.




          Section 8.2. Investment Elections. (a) Initial Election. Each Participant
shall make, in the manner prescribed by the Administrative Committee, an investment election that
shall apply to the investment of contributions made for a Participant’s benefit and any earnings on
such contributions, subject to such limitations set forth herein or imposed by the Administrative
Committee from time to time. Such election shall specify that such contributions be invested
either (i) wholly in one of the funds maintained by the Trustee pursuant to Section 7.2, or (ii)
divided among two or more of such funds in increments of 1% (or such larger percentage established
by the Administrative Committee from time to time). During any period in which no direction as to
the investment of a Participant’s Account is on file with the Administrative Committee (a “Default
Period”), contributions made for a Participant’s benefit shall be invested in an age-appropriate
LifeCycle Fund (or, if the Employers have no record of the Participant’s age, in the Balanced Fund
until such Participant’s age can be determined, at which time all such contributions made for such
Participant’s benefit during the Default Period shall be transferred to an age-appropriate
LifeCycle Fund).




          (b) Change of Election. A Participant may change his or her investment election as of
any Valuation Date, subject to such limitations as the Administrative Committee from time to time
may impose (including restrictions on investment election changes that apply solely to a particular
investment fund). A Participant’s investment election change shall be






45









 







limited to the investment funds then maintained by the Trustee pursuant to Section 7.2. A
change in investment election made pursuant to this Section shall apply to a Participant’s existing
Account or contributions made for the benefit of the Participant after such change, or both. Any
such change shall specify that such Account or contributions be invested either (i) wholly in one
of the funds maintained by the Trustee pursuant to Section 7.2 or (ii) divided among two or more of
such funds in increments of 1% (or such larger percentage established by the Administrative
Committee from time to time) or, solely with respect to a Participant’s existing Account, in fixed
dollar amounts. A Participant’s change of investment election must be made in the manner
prescribed by the Administrative Committee. The Administrative Committee shall prescribe rules
regarding the time by which such an election must be made in order to be effective for a particular
Valuation Date.




          (c) Special Rules Concerning the Harris Stock Fund. Notwithstanding any provision of
the Plan to the contrary, (i) a Participant may not elect to invest in the Harris Stock Fund more
than 20% of the aggregate contributions newly made for his or her benefit and (ii) a Participant
may not transfer any portion of the Participant’s existing Account from investment in funds other
than the Harris Stock Fund to investment in the Harris Stock Fund if such transfer would cause more
than 20% of the Participant’s existing Account to be invested in the Harris Stock Fund.




          (d) ERISA Section 404(c) Plan. The Plan is intended to meet the requirements of
section 404(c) of ERISA and the Regulations thereunder, and the provisions of the Plan shall be
construed and interpreted to meet such requirements.




          Section 8.3. Valuation of Funds and Plan Accounts. The value of an investment fund as
of any Valuation Date shall be the market value of all assets (including any






46









 







uninvested cash) held by the fund on such Valuation Date as determined by the Trustee, reduced
by the amount of any accrued liabilities of the fund on such Valuation Date. The Trustee’s
determination of market value shall be binding and conclusive upon all parties. The value of a
Participant’s Account as of any Valuation Date shall be the sum of the values of his or her
investment subaccounts in each of the subaccounts listed in Section 8.1.




          Section 8.4. Valuation of Units within the Harris Stock Fund. As soon as practicable
after the close of business on each Valuation Date, the Trustee shall determine the value of the
Harris Stock Fund on such Valuation Date in the manner prescribed in Section 8.3, and the value so
determined shall be divided by the total number of Harris Stock Fund participating units allocated
to the investment subaccounts of Participants. The resulting quotient shall be the value of a
participating unit in the Harris Stock Fund as of such Valuation Date and shall constitute the
“price” of a participating unit as of such Valuation Date. Participating units shall be credited,
at the price so determined, to the investment subaccounts of Participants with respect to moneys
contributed or transferred to such investment subaccounts on their behalf on such Valuation Date.
The price of such participating units shall be debited to the investment subaccounts of
Participants with respect to moneys divested from such investment subaccounts on their behalf on
such Valuation Date. The value of all participating units credited to Participants’ investment
subaccounts shall be redetermined in a similar manner as of each Valuation Date.




          Section 8.5. Allocation of Contributions Other than Profit Sharing Contributions. Any
pre-tax contribution, designated Roth contribution, matching contribution, after-tax contribution,
rollover contribution or qualified nonelective contribution shall be allocated to the Pre-Tax
Account, Designated Roth Account, Matching Account, After-Tax






47









 







Account, Rollover Account or QNEC Account, as applicable, of the Participant for whom such
contribution is made on or as soon as practicable after the Valuation Date coinciding with or next
following the date on which such contribution is delivered to the Trustee. Notwithstanding any
provision of this Article 8 to the contrary, any Designated Roth Account shall be maintained in a
manner that satisfies the separate accounting requirement, and any Regulations or other
requirements promulgated, under section 402A of the Code.




          Section 8.6. Allocation of Profit Sharing Contributions. Any profit sharing
contribution made by the Employers pursuant to Section 4.3 for a Plan Year shall be allocated among
the Eligible Profit Sharing Participants in the proportion that the Compensation of each Eligible
Profit Sharing Participant for such Plan Year bears to the total Compensation of all Eligible
Profit Sharing Participants for such Plan Year; provided, however, that in the Plan
Year during which a Participant becomes an Eligible Profit Sharing Participant, only Compensation
received on or after the date he or she becomes an Eligible Profit Sharing Participant shall be
taken into account for purposes of this Section 8.6. Any such contribution shall be allocated to
the Profit Sharing Accounts of Eligible Profit Sharing Participants as of the last day of the Plan
Year but credited as of the Valuation Date coinciding with or next following the date on which the
profit sharing contribution is delivered to the Trustee.




          Section 8.7. Correction of Error. If it comes to the attention of the Administrative
Committee that an error has been made in any of the allocations prescribed by this Article 8,
appropriate adjustment shall be made to the Accounts of all Participants and Beneficiaries that are
affected by such error, except that, unless otherwise required by law, no adjustment need be made
with respect to any Participant or Beneficiary whose Account has been distributed in full prior to
the discovery of such error.






48









 








ARTICLE 9




WITHDRAWALS AND DISTRIBUTIONS



          Section 9.1. Withdrawals Prior to Termination of Employment. (a) Withdrawals
from After-Tax Account and Savings Account. As of any Valuation Date, a Participant may
withdraw all or any portion of his or her After-Tax Account or Savings Account; provided,
however, that (i) only one such withdrawal may be made in any three-month period; (ii) such
withdrawal shall be in the form of a lump sum payment; (iii) a Participant may not withdraw any
amount from his or her Savings Account until the entire balance of his or her After-Tax Account has
been withdrawn; and (iv) a Participant’s election under the Plan to make after-tax contributions,
if any, shall be suspended, and no after-tax contributions or matching contributions attributable
to after-tax contributions shall be allocated to the Participant’s Account, for a period of three
months after the date of such withdrawal from the Participant’s After-Tax Account. At the
expiration of such three-month suspension period, a Participant may resume making after-tax
contributions in accordance with the procedures set forth in Section 5.1.




          (b) Hardship Withdrawals. Subject to the provisions of this subsection, a Participant
who has taken all loans currently available to the Participant under Article 10 and under all other
plans of the Employers and Affiliates, has taken all withdrawals (other than hardship withdrawals)
currently available to the Participant under this Section 9.1, under Section 9.11 and under all
other plans of the Employers and Affiliates and has incurred a financial hardship may withdraw as
of any Valuation Date all or any portion of the combined balance of his or her (i) pre-tax
contributions, (ii) designated Roth contributions and (iii) vested Profit Sharing Account
(excluding any portion of such Profit Sharing Account attributable to dividends paid on or after
May 20, 2010 with respect to an investment in the Harris Stock Fund)..






49









 









     (1) The amount of such withdrawal shall not exceed the amount needed to satisfy
the financial hardship, including amounts necessary to pay any federal, state or
local taxes or any penalties reasonably anticipated to result from the hardship
withdrawal. The determination of the existence of a financial hardship and the
amount required to be distributed to satisfy such hardship shall be made in a
non-discriminatory and objective manner. A financial hardship shall be deemed to
exist if and only if the Participant certifies that the financial need is on account
of:




	 	(i)	 	expenses for (or necessary to
obtain) medical care that would be deductible under section
213(d) of the Code (determined without regard to whether the
expenses exceed 7.5% of adjusted gross income);
	 
	 	(ii)	 	costs directly related to the
purchase of a principal residence for the Participant (excluding
mortgage payments);
	 
	 	(iii)	 	payment of tuition, room and
board and related educational fees for up to the next 12 months
of post-secondary education for the Participant, or the
Participant’s spouse, children or dependents (as defined in
section 152 of the Code, and without regard to section
152(b)(1), (b)(2) and (d)(1)(B));




50









 






	 	(iv)	 	payments necessary to prevent the
eviction of the Participant from the Participant’s principal
residence or foreclosure of the mortgage on that residence;
	 
	 	(v)	 	payments for burial or funeral
expenses for the Participant’s deceased parent, spouse, children
or dependents (as defined in section 152 of the Code, and
without regard to section 152(d)(1)(B));
	 
	 	(vi)	 	expenses for the repair of damage
to the Participant’s principal residence that would qualify for
the casualty deduction under section 165 of the Code (determined
without regard to whether the loss exceeds 10% of adjusted gross
income); or
	 
	 	(vii)	 	the occurrence of any other
event determined by the Commissioner of Internal Revenue
pursuant to Treasury Regulation section 1.401(k)-1(d)(3)(v).






     (2) The Participant shall be required to submit any supporting documentation as
may be requested by the Administrative Committee.




     (3) Any hardship withdrawal pursuant to this Section 9.1(b) shall be in the
form of a lump sum payment.




     (4) A Participant may receive a hardship withdrawal pursuant to this Section
9.1(b) no more than once during any six-month period.




     (5) Amounts distributed to a Participant pursuant to this Section 9.1(b) shall
be withdrawn first from the Participant’s pre-tax contributions, second from



51









 







the vested portion of the Participant’s Profit Sharing Account and third from
the Participant’s designated Roth contributions, and shall not be taken from the
next source until the previous source has been depleted.




     (6) Notwithstanding any provision of the Plan to the contrary, a Participant
who receives a hardship withdrawal hereunder shall be prohibited from making any
pre-tax contributions, designated Roth contributions or after-tax contributions
under Section 4.1 or Section 5.1, respectively, and under all other plans of the
Employers and Affiliates until the first payroll period commencing coincident with
or next following the date which is six months after the date the hardship
withdrawal was made (or such earlier date as may be permitted by applicable
Regulations). Unless a Participant elects otherwise at the time and in the manner
prescribed by the Administrative Committee, following the period of suspension of
the Participant’s contributions prescribed by this Section 9.1(b)(6), contributions
to the Plan by the Participant automatically shall resume in the same form and at
the same rate as in effect immediately prior to such suspension.




     (7) For purposes of this Section 9.1(b), “all other plans of the Employers and
Affiliates” shall include stock option plans, stock purchase plans, qualified and
nonqualified deferred compensation plans and such other plans as may be designated
under Regulations, but shall not include health and welfare plans and the mandatory
employee contribution portion of a defined benefit plan.



     (c)
Withdrawals On or After Age 591/2. As of any Valuation Date, a Participant who has
attained age 591/2 may withdraw all or any portion of his or her vested






52









 







Account. A withdrawal made pursuant to this Section 9.1(c) shall be made at the Participant’s
election in any form of payment provided under Section 9.3(c).




     (d) Withdrawals from Rollover Account. As of any Valuation Date, a Participant may
withdraw all or any portion of his or her Rollover Account. Any withdrawal pursuant to this
Section 9.1(d) shall be in the form of a lump sum payment.




     (e) Military Leave Withdrawals. As of any Valuation Date, a Participant who is
performing service in the uniformed services (as described in Section 3401(h)(2)(A) of the Code)
while on active duty for more than 30 days may withdraw all or any portion of the Participant’s
Account attributable to pre-tax contributions and designated Roth contributions. Any withdrawal
pursuant to this Section 9.1(e) shall be in the form of a lump sum payment. A Participant who
receives such a withdrawal shall be prohibited from making any pre-tax contributions or designated
Roth contributions under Section 4.1 or after-tax contributions under Section 5.1 until the first
payroll period commencing coincident with or next following the date which is six months after the
date such withdrawal was made (or such earlier date as may be permitted by applicable Regulations).
Unless a Participant elects otherwise at the time and in the manner prescribed by the
Administrative Committee, following the period of suspension of the Participant’s contributions
prescribed by this Section 9.1(e), contributions to the Plan by the Participant automatically shall
resume in the same form and at the same rate as in effect immediately prior to such suspension.




     (f) Conditions Applicable to All Withdrawals. A Participant’s request for a
withdrawal pursuant to this Section 9.1 shall be made at such time and in such manner as may be
prescribed by the Administrative Committee. The amount available for withdrawal pursuant to this
Section 9.1 shall be reduced by the amount of any loan made pursuant to Article 10 that is






53









 







outstanding at the time of withdrawal, and no withdrawal pursuant to this Section 9.1 shall be
permitted to the extent that such withdrawal would cause the aggregate amount of such outstanding
loan to exceed the limits described in Section 10.1. The amount available for withdrawal under
this Section 9.1 is subject to reduction in the sole discretion of the Administrative Committee to
take into account the investment experience of the Trust Fund between the date of the withdrawal
election and the date of the withdrawal.




          Section 9.2. Distribution of Account upon Termination of Employment. (a)
Termination of Employment under Circumstances Entitling Participant to Full Distribution of
Account. If a Participant’s employment with all Employers and Affiliates terminates on or
after July 1, 2007 under any of the following circumstances, then the Participant or his or her
designated Beneficiary, as the case may be, shall be entitled to receive the Participant’s entire
Account:




	 	(1)	 	on or after the date the Participant attains age 55;
	 
	 	(2)	 	on account of the Participant’s death;
	 
	 	(3)	 	on account of the Participant’s Disability; or
	 
	 	(4)	 	on or after the date the Participant is credited with at least four Years
of Service.




For purposes of this Section 9.2(a), a Participant who dies while performing Qualified Military
Service with respect to an Employer shall be treated as if the Participant had resumed employment
in accordance with his or her reemployment rights under chapter 43 of title 38, United States Code,
on the day preceding the Participant’s death and then terminated employment on account of the
Participant’s death.






54









 








          (b) Termination of Employment under Circumstances Resulting in Partial Forfeiture of the
Participant’s Account. If a Participant’s employment with all Employers and Affiliates
terminates on or after July 1, 2007 under circumstances other than those set forth in Section
9.2(a), then the Participant shall be entitled to receive (i) the entire balance of the
Participant’s Pre-Tax Account, Designated Roth Account, After-Tax Account, Rollover Account,
Savings Account and QNEC Account and (ii) a percentage of the balance of the Participant’s Matching
Account and Profit Sharing Account, which percentage shall be determined as follows by reference to
the Participant’s Years of Service as of the date of the Participant’s termination of employment:




	 	 	 	 	 
	Years of Service	 	Percentage
	Less than 1
	 	 	0	%
	At least 1 but less than 2
	 	 	25	%
	At least 2 but less than 3
	 	 	50	%
	At least 3 but less than 4
	 	 	75	%
	4 or more
	 	 	100	%





Notwithstanding the foregoing, the portion of a Participant’s Account attributable to cash
dividends in respect of the Harris Stock Fund payable on or after May 20, 2010 shall be 100%
nonforfeitable.




          The nonforfeitable percentage of the Account of a Participant whose employment with all
Employers and Affiliates terminated prior to July 1, 2007 and who is not reemployed after such date
shall be determined by reference to the terms of the Plan as in effect on the date of the
Participant’s termination of employment.




          In the event of the sale or disposition of a business or the sale of substantially all of the
assets of a trade or business, the Account of a Participant affected by such sale may become 100%
nonforfeitable, irrespective of the Participant’s Years of Service, if expressly






55









 







provided in the documents effecting the transaction or otherwise authorized by the Company or
the Administrative Committee.




          Any portion of a Participant’s Matching Account and Profit Sharing Account which the
Participant is not entitled to receive pursuant to this Section 9.2(b) shall be charged to such
accounts and forfeited as of the earlier of (i) the date the Participant’s vested Account is
distributed and (ii) the date the Participant incurs a Break in Service of five consecutive years.
If a Participant who receives a distribution of the Participant’s vested Account is reemployed
prior to incurring a Break in Service of five consecutive years, then such forfeiture shall be
reinstated as prescribed in Section 11.2(b). Amounts forfeited by a Participant pursuant to this
Section shall be used (i) first, to restore the Accounts of recently located Participants
previously employed by such Participant’s Employer (or the recently located Beneficiaries of
Participants previously employed by such Participant’s Employer) whose Accounts were forfeited as
described in Section 9.8, (ii) next, to restore the Accounts of Participants who are reemployed by
such Participant’s Employer as described in Section 11.2(b), (iii) next, to fund any matching
contributions or profit sharing contributions to be allocated to Participants who are reemployed by
such Participant’s Employer after a period of Qualified Military Service as described in Section
11.5 and (iv) finally, to reduce future contributions to the Plan by such Participant’s Employer.




          Section 9.3. Time and Form of Distribution upon Termination of Employment. (a)
In General. A Participant shall be entitled to a distribution of his or her vested Account
upon the Participant’s termination of employment with all Employers and Affiliates.




          (b) Time of Distribution. A Participant shall be entitled to a distribution of his or
her vested Account as soon as administratively practicable after the date of the Participant’s






56









 







termination of employment, or, subject to Section 9.4, may defer distribution to a later date;
provided, however, that:





     (1) subject to Section 9.4, a Participant’s Account shall not be distributed
prior to the Participant’s 65th birthday unless the Participant has consented in
writing to such distribution;




     (2) if a Participant dies before the commencement of distribution of his or her
Account, distributions paid or commencing after the Participant’s death shall be
completed no later than December 31 of the calendar year which contains the fifth
anniversary of the Participant’s death, except that (i) if the Participant’s
Beneficiary is the Participant’s spouse, distribution may be deferred until December
31 of the calendar year in which the Participant would have attained age 701/2 and
(ii) if the Participant’s Beneficiary is a person other than the Participant’s
spouse and distributions commence on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died, such
distributions may be made over a period not longer than the life expectancy of such
Beneficiary; provided, however, that calendar year 2009 shall be
disregarded for purposes of this Section 9.3(b)(2) to the extent permitted by
section 401(a)(9)(H) of the Code;




     (3) if at the time of a Participant’s death, distribution of his or her Account
has commenced, the remaining portion of the Participant’s Account shall be paid at
least as rapidly as under the method of distribution being used prior to the
Participant’s death, as determined pursuant to Regulation section 1.401(a)(9)-2;



57









 






     (4) unless a Participant files a written election to defer distribution,
distribution shall be made to a Participant by payment in a single lump sum no later
than 60 days after the end of the Plan Year which contains the latest of (i) the
date of the Participant’s termination of employment, (ii) the tenth anniversary of
the date the Participant commenced participation in the Plan and (iii) the
Participant’s 65th birthday; provided, however, that if the
Participant does not elect a distribution prior to the latest to occur of the events
listed above, the Participant shall be deemed to have elected to defer such
distribution until a date no later than April 1 of the calendar year following the
calendar year in which the Participant attains age 701/2; and




     (5) with respect to a Participant who continues in employment after attaining
age 701/2, distribution of the Participant’s Account shall commence no later than the
Participant’s required beginning date. For purposes of this paragraph, the term
“required beginning date” shall mean (A) with respect to a Participant who is a
5%-owner (within the meaning of section 416(i) of the Code), April 1 of the calendar
year following the calendar year in which the Participant attains age 701/2 and (B)
with respect to any other Participant, April 1 of the calendar year following the
calendar year in which the Participant terminates employment with all Employers and
Affiliates. Distributions made under this paragraph shall be made in accordance
with Section 9.3(d).



     (c) Form of Distribution. Any distribution to which a Participant (or in the event of
the Participant’s death, his or her Beneficiary) becomes entitled upon the Participant’s






58









 







termination of employment shall be distributed by the Trustee by whichever of the following
methods the Participant (or Beneficiary) elects:





     (1) an amount not greater than the vested balance of the Participant’s Account,
provided, however, that only one such payment may be made in any
single month;




     (2) substantially equal periodic installment payments, payable not less
frequently than annually and not more frequently than monthly, over a period to be
elected by the Participant (or Beneficiary); provided, however, that
such period shall not exceed the life expectancy of the Participant or, to the
extent permitted by Regulation section 1.401(a)(9)-5, the joint and last survivor
expectancy of the Participant and the Participant’s Beneficiary; or




     (3) a combination of (1) and (2).


A Participant (or Beneficiary) may change his or her election with respect to the form of
distribution at any time before or after distribution of benefits commences.




          (d) Required Minimum Distributions. Notwithstanding any provision of the Plan to the
contrary, all distributions under the Plan will be made in accordance with the minimum distribution
requirements of section 401(a)(9) of the Code and the final Regulations promulgated thereunder.
Notwithstanding the foregoing, any required minimum distribution attributable to the 2009 calendar
year shall be waived in accordance with Section 401(a)(9)(H) of the Code; provided,
however, that a Participant (or Beneficiary) may elect, in accordance with the provisions
of this Section 9.3, to receive a distribution equal to the amount that would have been distributed
to the Participant (or Beneficiary) as a required minimum distribution attributable to the 2009
calendar year had such required minimum distribution not been waived.




59












 





          Section 9.4. Payment of Small Account Balances. Notwithstanding any provision of
Section 9.3 to the contrary and subject to Section 9.6, if a Participant’s vested Account does not
exceed $1,000, then such Account shall be distributed as soon as practicable after the
Participant’s termination of employment in the form of a lump sum payment to the Participant or his
or her Beneficiary, as the case may be.




          Section 9.5. Medium and Order of Withdrawal or Distribution. (a) Medium of
Withdrawal or Distribution. All withdrawals and distributions under the Plan shall be made in
cash; provided, however, that a Participant or Beneficiary may elect, in accordance
with procedures established by the Administrative Committee, to receive the vested portion of his
or her Account that is invested in the Harris Stock Fund, if any, in shares of Harris Stock (with
fractional shares distributed in cash).




          (b) Order of Withdrawal or Distribution. To the extent not otherwise set forth in
Section 9.1, any withdrawal pursuant to Section 9.1 and any distribution pursuant to Section 9.3
shall be charged against a Participant’s contribution and investment subaccounts in the order
determined by the Administrative Committee; provided, however, that in order to
maximize the tax benefits associated with participation in the Plan, any such withdrawal or
distribution first shall be charged against the Participant’s After-Tax Account.




          Section 9.6. Direct Rollover Option. In the case of a distribution that is an
“eligible rollover distribution” within the meaning of section 402(c)(4) of the Code, a
Participant, a Beneficiary or a spouse or former spouse who is an alternate payee under a qualified
domestic relations order, as defined in section 414(p) of the Code, may elect that all or any
portion of such distribution to which he or she is entitled shall be directly transferred from the
Plan to an Eligible Retirement Plan. Notwithstanding the foregoing, (i) any portion of an






60









 







eligible rollover distribution that consists of after-tax contributions may be transferred
only to (X) an individual retirement account or annuity described in section 408(a) or (b) of the
Code or (Y) a qualified plan described in section 401(a) or 403(a) of the Code or an annuity
contract described in section 403(b) of the Code that agrees to account separately for amounts so
transferred; (ii) a Participant’s Designated Roth Account may be transferred only to another
designated Roth contributions account under an applicable retirement plan described in section
402A(e)(1) of the Code or to a Roth IRA described in section 408A of the Code, and only to the
extent the rollover is permitted by the rules of section 402(c)(2) of the Code; (iii) if the
distributee is a nonspouse Beneficiary, the eligible rollover distribution may be transferred only
to an individual retirement account or annuity described in section 408(a) or (b) of the Code and
only if such account or annuity has been established for the purpose of receiving such distribution
on behalf of the nonspouse Beneficiary and will be treated as an inherited individual retirement
account or annuity pursuant to the provisions of section 402(c)(11) of the Code; (iv) prior to
January 1, 2010, an eligible rollover distribution of amounts other than amounts in a Participant’s
Designated Roth Account may be transferred to a Roth IRA only if the modified adjusted gross income
and other limits of section 408A(c)(3)(B) of the Code are satisfied and (v) solely for purposes of
this Section 9.6, a distribution that would have been a required minimum distribution under Section
401(a)(9) of the Code attributable to the 2009 calendar year but for the enactment of section
401(a)(9)(H) of the Code and that otherwise is not excluded from being an eligible rollover
distribution shall be treated as an eligible rollover distribution in 2009.




          Section 9.7. Designation of Beneficiary. (a) In General. Each Participant
shall have the right to designate a Beneficiary or Beneficiaries (who may be designated
contingently or successively and that may be an entity other than a natural person) to receive any
distribution






61









 







to be made under this Article upon the death of such Participant or, in the case of a
Participant who dies after his or her termination of employment but prior to the distribution of
the entire amount to which he or she is entitled under the Plan, any undistributed balance to which
such Participant would have been entitled. No such designation of a Beneficiary other than a
Participant’s spouse shall be effective if the Participant was married through the one-year period
ending on the date of his or her death unless such designation was consented to in writing (or by
such other method permitted by the Internal Revenue Service) at the time of such designation by the
person who was the Participant’s spouse during such period, acknowledging the effect of such
consent and witnessed by a notary public or, prior to October 1, 1993, a Plan representative, or it
is established to the satisfaction of the Administrative Committee that such consent could not be
obtained because the Participant’s spouse could not be located or because of the existence of other
circumstances as the Secretary of the Treasury may prescribe as excusing the requirement of such
consent. Subject to the immediately preceding sentence, a Participant may from time to time,
without the consent of any Beneficiary, change or cancel any such designation. Such designation
and each change thereof shall be made in the manner prescribed by the Administrative Committee and
shall be filed with the Administrative Committee. If (i) no Beneficiary has been named by a
deceased Participant, (ii) a Beneficiary designation is not effective pursuant to the second
sentence of this section or (iii) all Beneficiaries designated by a Participant have predeceased
the Participant, then any undistributed Account of the deceased Participant shall be distributed by
the Trustee (a) to the surviving spouse of such deceased Participant, if any, (b) if there is no
surviving spouse, to the then living descendants, if any, of the deceased Participant, per stirpes,
or (c) if there is no surviving spouse and there are no living descendants, to the executor or
administrator of the estate of such deceased Participant. The






62









 







divorce of a Participant shall be deemed to revoke any prior designation of the Participant’s
former spouse as a Beneficiary if written evidence of such divorce shall be received by the
Administrative Committee before distribution of the Participant’s Account has been made in
accordance with such designation.




          (b) Successor Beneficiaries. A Beneficiary who has been designated in accordance with
Section 9.7(a) may name a successor beneficiary or beneficiaries in the manner prescribed by the
Administrative Committee. Unless otherwise set forth in the applicable form pursuant to which a
Participant designates a Beneficiary or the instructions thereto, if such Beneficiary dies after
the Participant and before distribution of the entire amount of the Participant’s benefit under the
Plan in which the Beneficiary has an interest, then any remaining amount shall be distributed, as
soon as practicable after the death of such Beneficiary, in the form of a lump sum payment to the
successor beneficiary or beneficiaries or, if there is no such successor beneficiary, to the
executor or administrator of the estate of such deceased Beneficiary.




          Section 9.8. Missing Persons. If following the date on which pursuant to Section
9.3(b) or 9.4 a Participant’s Account may be distributed without the Participant’s consent, the
Administrative Committee in the exercise of reasonable diligence has been unable to locate the
person or persons entitled to the Participant’s Account, then the Participant’s Account shall be
forfeited; provided, however, that to the extent required by law the Plan shall
reinstate and pay to such person or persons the amount so forfeited upon a claim for such amount
made by such person or persons. The amount to be so reinstated shall be obtained from the total
amount that shall have been forfeited pursuant to this Section and Section 9.2(b) during the Plan
Year that the claim for such forfeited benefit is made, and shall not include any earnings or
losses from the date of the forfeiture under this Section. If the amount to be reinstated exceeds
the






63









 







amount of such forfeitures, the Employer in respect of whose Eligible Employee the claim for
forfeited benefit is made shall make a contribution in an amount equal to such excess. To the
extent the forfeitures under this Section exceed any claims for forfeited benefits made pursuant to
this Section, such excess shall be utilized (i) first, to restore the Accounts as described in
Section 11.2(b) of Participants who are reemployed by the Employer in respect of whose Eligible
Employee experienced the forfeiture hereunder, (ii) next, to fund any matching contributions or
profit sharing contributions to be allocated to Participants who are reemployed by such Employer
after a period of Qualified Military Service as described in Section 11.5 and (iii) finally, to
reduce future contributions to the Plan by such Employer.




          Section 9.9. Distributions to Minor and Disabled Distributees. Any distribution that
is payable to a distributee who is a minor or to a distributee who has been legally determined to
be unable to manage his or her affairs by reason of illness or mental incompetency may be made to,
or for the benefit of, any such distributee at such time consistent with the provisions of this
Plan and in such of the following ways as the legal representative of such distributee shall
direct: (a) directly to any such minor distributee if, in the opinion of such legal
representative, he or she is able to manage his or her affairs, (b) to such legal representative,
(c) to a custodian under a Uniform Gifts to Minors Act for any such minor distributee, or (d) as
otherwise directed by such legal representative. Neither the Administrative Committee nor the
Trustee shall be required to oversee the application by any third party other than the legal
representative of a distributee of any distribution made to or for the benefit of such distributee
pursuant to this Section.




          Section 9.10. Payment of Group Insurance Premiums. The Administrative Committee may,
in its sole discretion, permit a Participant who (i) is eligible to be included in






64









 







any contributory group insurance program maintained or sponsored by an Employer, (ii) elects
to be covered under such contributory group insurance program and (iii) is receiving benefits under
the Plan in monthly installments to direct that a specified portion of the installment payments be
withheld and paid by the Trustee on the Participant’s behalf to the Employer as the Participant’s
contribution under such contributory group insurance program. Such direction by a Participant, if
permitted by the Administrative Committee, shall be made at the time and in the manner prescribed
by the Administrative Committee. Any such direction may be revoked by a Participant upon at least
15 days’ prior written notice to the Administrative Committee. Any withholding and payment of
insurance costs on behalf of a Participant shall be made in accordance with Treasury Regulation
section 1.401(a)-13.




          Section 9.11. Dividends in Respect of the Harris Stock Fund. Dividends in respect of
the Harris Stock Fund, if any, shall be allocated to the Accounts of Participants and Beneficiaries
invested in the Harris Stock Fund, based upon their proportionate share of the Harris Stock Fund as
of such date as may be determined by the Administrative Committee on or before each dividend record
date. Cash dividends shall be reinvested in the Harris Stock Fund unless the Participant or
Beneficiary elects, at the time and in the manner prescribed by the Administrative Committee, to
receive a cash distribution in an amount equal to such dividend. Any such cash distribution shall
be made at the time determined by the Administrative Committee not later than 90 days after the end
of the Plan Year in which the dividend was paid. Dividends in a form other than cash shall be
invested in the Harris Stock Fund.




ARTICLE 10




LOANS



          Section 10.1. Making of Loans. Subject to the provisions of this Article 10, the
Administrative Committee shall establish a loan program whereby any Participant who is an






65









 







Employee may request, by such method prescribed by the Administrative Committee, to borrow
funds from the Participant’s Pre-Tax Account, Designated Roth Account, After-Tax Account, Rollover
Account and QNEC Account, and which loan program hereby is incorporated into this Plan by
reference. The principal balance of such loan, when aggregated with the outstanding balances of
all other loans of the Participant from plans maintained by the Employers and Affiliates, shall not
exceed the least of:




          (a) $50,000, reduced by the excess, if any, of (x) the highest outstanding loan balance of the
Participant under all plans maintained by the Employers and Affiliates during the period beginning
one year and one day prior to the date on which such loan is made and ending on the day prior to
the date on which such loan is made, over (y) the outstanding loan balance from all such plans on
the date on which such loan is made;




          (b) fifty percent (50%) of the vested portion of the Participant’s Account as of the Valuation
Date coinciding with or immediately preceding the date on which the loan is made; and




          (c) the aggregate value of the Participant’s Pre-Tax Account, Designated Roth Account,
After-Tax Account, Rollover Account and QNEC Account as of the Valuation Date coinciding with or
immediately preceding the date on which the loan is made.




          Section 10.2. Restrictions. An application for a loan shall be made at the time and
in the manner prescribed by the Administrative Committee. The action of the Administrative
Committee or its delegate in approving or disapproving a request for a loan shall be final. Any
loan under the Plan shall be subject to the terms, conditions and restrictions set forth in the
loan program established by the Administrative Committee.






66









 








          Section 10.3. Default. If any loan or portion of a loan made to a Participant under
the Plan, together with the accrued interest thereon, is in default, the Trustee, upon direction
from the Administrative Committee, shall take appropriate steps to collect the outstanding balance
of the loan and to foreclose on the security; provided, however, that the Trustee
shall not levy against any portion of the Participant’s Account until such time as a distribution
from such Account otherwise could be made under the Plan. Default shall occur (i) if the
Participant fails to make any scheduled loan payment within 90 days after such payment is due (or
within such other grace period as permitted under applicable law and by the Administrative
Committee) or (ii) upon the occurrence of any other event that is considered a default event under
the loan program established by the Administrative Committee. On the date a Participant is
entitled to receive a distribution of his or her Account pursuant to Article 9, any defaulted loan
or portion thereof, together with the accrued interest thereon, shall be charged to the
Participant’s Account after all other adjustments required under the Plan, but before any
distribution pursuant to Article 9.




          Section 10.4. Applicability. Notwithstanding the foregoing, for purposes of this
Article 10, any Participant or Beneficiary who is a “party in interest” as defined in section 3(14)
of ERISA may apply for a loan from the Plan, regardless of such Participant’s or Beneficiary’s
employment status. As a condition of receiving a loan from the Plan, such a Participant or
Beneficiary who is not an Employee shall consent to have such loan repaid in substantially equal
installments at the times and in the manner determined by the Administrative Committee, but not
less frequently than quarterly.






67









 








ARTICLE 11




SPECIAL PARTICIPATION AND DISTRIBUTION RULES



          Section 11.1. Change of Employment Status. If an Employee who is not an Eligible
Employee becomes an Eligible Employee, then the Employee shall become a Participant as of the date
such Employee becomes an Eligible Employee.




          Section 11.2. Reemployment of a Terminated Participant. (a) Participation.
If a terminated Participant is reemployed as an Eligible Employee, then the terminated Participant
again shall become a Participant as of the date of the terminated Participant’s reemployment. If a
terminated Participant is receiving installment payments pursuant to Section 9.3(c), such payments
shall be suspended upon such terminated Participant’s reemployment unless such Participant has
attained age 591/2 on or before the date of such reemployment.




          (b) Restoration of Forfeitures. If a terminated Participant is reemployed prior to
incurring a Break in Service of five consecutive years, and, at or after the Participant’s
termination of employment, any portion of the Participant’s Account was forfeited pursuant to
Section 9.2(b), then an amount equal to the portion of the Participant’s Account that was forfeited
shall be credited to the Participant’s Account as soon as administratively practicable after the
Participant is reemployed. Any amount to be restored pursuant to this subsection shall be obtained
from the total amounts that have been forfeited pursuant to Sections 9.2(b) and 9.8 during the Plan
Year in which such Participant is reemployed from the Accounts of Participants employed by the same
Employer as the reemployed Participant. If the aggregate amount to be so restored to the Accounts
of Participants who are Employees of a particular Employer exceeds the amount of such forfeitures,
such Employer shall make a contribution in an amount equal to such excess. Any such contribution
shall be made without regard to whether or not the limitations set forth in Article 6 will be
exceeded by such contribution.






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          Section 11.3. Employment by Affiliates. If an individual is employed by an Affiliate
that is not an Employer, then any period of such employment shall be taken into account under the
Plan solely for the purposes of (i) measuring such individual’s Service and (ii) determining when
such individual has terminated his or her employment for purposes of Article 9, to the same extent
it would have been had such period of employment been as an Employee.




          Section 11.4. Leased Employees. If an individual who performed services as a leased
employee (defined as any person (other than an Employee of an Employer) who pursuant to an
agreement between an Employer and a leasing organization has performed services for the Employer
(or for the Employer and related persons determined in accordance with section 414(n)(6) of the
Code) on a substantially full-time basis for a period of at least one year, where such services are
performed under the primary direction or control of the Employer) of an Employer or an Affiliate
becomes an Employee, or if an Employee becomes such a leased employee, then any period during which
such services were so performed shall be taken into account under the Plan solely for the purposes
of (i) measuring such individual’s Service and (ii) determining when such individual has terminated
his or her employment for purposes of Article 9, to the same extent it would have been had such
period of service been as an Employee. This Section shall not apply to any period of service
during which such a leased employee was covered by a plan described in section 414(n)(5) of the
Code.




          Section 11.5. Reemployment of Veterans. The provisions of this Section shall apply in
the case of the reemployment (or deemed reemployment) by an Employer of an Eligible Employee,
within the period prescribed by USERRA, after the Eligible Employee’s completion of a period of
Qualified Military Service. The provisions of this Section are intended to provide






69









 







such Eligible Employee with the rights required by USERRA and section 414(u) of the Code, and
shall be interpreted in accordance with such intent.




          (a) Make-Up of Pre-Tax, Designated Roth and After-Tax Contributions. Such Eligible
Employee shall be entitled to make contributions under the Plan (“make-up participant
contributions”), in addition to any pre-tax, designated Roth and after-tax contributions which the
Eligible Employee elects to have made under the Plan pursuant to Sections 4.1 and 5.1. From time
to time while employed by an Employer, such Eligible Employee may elect to contribute such make-up
participant contributions during the period beginning on the date of such Eligible Employee’s
reemployment and ending on the earlier of:





     (1) the end of the period equal to the product of three and such Eligible
Employee’s period of Qualified Military Service, and




     (2) the fifth anniversary of the date of such reemployment.



          Such Eligible Employee shall not be permitted to contribute make-up participant contributions
to the Plan in excess of the amount which the Eligible Employee could have elected to have made
under the Plan in the form of pre-tax, designated Roth and after-tax contributions if the Eligible
Employee had continued in active employment with his or her Employer during such period of
Qualified Military Service. The manner in which an Eligible Employee may elect to contribute
make-up participant contributions pursuant to this subsection (a) shall be prescribed by the
Administrative Committee.




          (b) Make-Up of Matching Contributions. An Eligible Employee who contributes make-up
participant contributions as described in subsection (a) of this Section shall be entitled to an
allocation of matching contributions to his or her Account in an amount equal to the amount of
matching contributions that would have been allocated to the Account of such






70









 







Eligible Employee during the period of Qualified Military Service if such make-up participant
contributions had been made in the form of pre-tax, designated Roth and after-tax contributions
during such period. The amount necessary to make such allocation of matching contributions shall
be derived from forfeitures during the Plan Year in which such matching contributions are made, and
if such forfeitures are not sufficient for this purpose, then the Eligible Employee’s Employer
shall make a special contribution to the Plan which shall be utilized solely for purposes of such
allocation.




          (c) Make-Up of Profit Sharing Contributions. Upon the timely reemployment of an
Eligible Employee following the completion of a period of Qualified Military Service, such Eligible
Employee shall be entitled to an allocation of profit sharing contributions to his or her Account
in an amount equal to the difference between (i) the amount of profit sharing contributions, if
any, that would have been allocated to the Account of such Eligible Employee during the period of
Qualified Military Service if the Eligible Employee had continued in active employment with his or
her Employer during such period and (ii) the amount of profit sharing contributions that was
allocated to the Account of such Eligible Employee during the period of Qualified Military Service
pursuant to Section 8.6. Such allocation shall be made by the Eligible Employee’s Employer no
later than the later of (i) the date that is 90 days after the date of the Eligible Employee’s
reemployment and (ii) the date that profit sharing contributions normally are due for the Plan Year
in which the Qualified Military Service was performed (or, if allocation by such latest date is
impossible or unreasonable, as soon as practicable thereafter). The amount necessary to make such
allocation of profit sharing contributions shall be derived from forfeitures during the Plan Year
in which such profit sharing contributions are made, and if such






71









 







forfeitures are not sufficient for this purpose, then the Eligible Employee’s Employer shall
make a special contribution to the Plan which shall be utilized solely for purposes of such
allocation.




          (d) Miscellaneous Rules Regarding Make-Up Contributions. For purposes of determining
the amount of contributions to be made under this Section, an Eligible Employee’s “Compensation”
during any period of Qualified Military Service shall be determined in accordance with section
414(u) of the Code. Any contributions made by an Eligible Employee or an Employer pursuant to this
Section on account of a period of Qualified Military Service in a prior Plan Year shall not be
subject to the limitations prescribed by Sections 6.1, 6.3 and 6.4 of the Plan (relating to
sections 402(g), 415, and 404 of the Code) for the Plan Year in which such contributions are made.
The Plan shall not be treated as failing to satisfy the nondiscrimination rules of Section 6.2 of
the Plan (relating to sections 401(k)(3) and 401(m) of the Code) for any Plan Year solely on
account of any make-up contributions made by an Eligible Employee or an Employer pursuant to this
Section.




          (e) Deemed Reemployment following Death or Disability. In accordance with section
414(u)(9) of the Code, for purposes of crediting of Service under the Plan and accrual of
contributions under Article 4, a Participant who dies or suffers a Disability while performing
Qualified Military Service with respect to an Employer shall be treated as if the Participant had
resumed employment in accordance with his or her reemployment rights under chapter 43 of title 38,
United States Code, on the day preceding the Participant’s death or Disability, as applicable, and
terminated employment on the actual date of his or her death or Disability (and on account of such
death or Disability).






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ARTICLE 12




SHAREHOLDER RIGHTS WITH RESPECT TO HARRIS STOCK



          Section 12.1. Voting Shares of Harris Stock. The Trustee, or the Company upon written
notice to the Trustee, shall furnish to each Participant (and Beneficiary) whose Account is
credited with participating units in the Harris Stock Fund the date and purpose of each meeting of
the shareholders of the Company at which Harris Stock is entitled to be voted. The Trustee, or the
Company if it has furnished such information to such Participants (and Beneficiaries) with respect
to a particular shareholders’ meeting, shall request from each such Participant (or Beneficiary)
instructions to be furnished to the Trustee (or to a tabulating agent appointed by the Trustee,
which may be the Company’s transfer agent) regarding the voting at such meeting of Harris Stock
represented by participating units credited to the Participant’s (or Beneficiary’s) Account. If
the Participant (or Beneficiary) furnishes such instructions to the Trustee or its agent within the
time specified in the notification, then the Trustee shall vote Harris Stock represented by such
participating units in accordance with such instructions. All Harris Stock represented by
participating units credited to Accounts as to which the Trustee or its agent do not receive
instructions as specified above and all unallocated Harris Stock held in the Harris Stock Fund
shall be voted by the Trustee proportionately in the same manner as it votes Harris Stock as to
which the Trustee or its agent have received voting instructions as specified above.




          Section 12.2. Tender Offers. (a) Rights of Participants. In the event a
tender offer is made generally to the shareholders of the Company to transfer all or a portion of
their shares of Harris Stock in return for valuable consideration, including, but not limited to,
offers regulated by section 14(d) of the Securities Exchange Act of 1934, as amended, the Trustee
shall respond to such tender offer in respect of shares of Harris Stock held by the Trustee in the
Harris Stock Fund in accordance with instructions obtained from Participants (or Beneficiaries).
Each






73









 







Participant (or Beneficiary) shall be entitled to instruct the Trustee regarding how to
respond to any such tender offer with respect to the number of shares of Harris Stock represented
by the participating units in the Harris Stock Fund then allocated to his or her Account. Each
Participant (or Beneficiary) who does not provide timely instructions to the Trustee shall be
presumed to have directed the Trustee not to tender shares of Harris Stock represented by the
participating units then allocated to his or her Account. A Participant (or Beneficiary) shall not
be limited in the number of instructions to tender or withdraw from tender which he or she can
give, but a Participant (or Beneficiary) shall not have the right to give instructions to tender or
withdraw from tender after a reasonable time established by the Trustee pursuant to subsection (c)
of this Section. For purposes of this Section, the shares of Harris Stock held in the Harris Stock
Fund shall be treated as allocated to the accounts of Participants in proportion to their
respective participating units in the Harris Stock Fund as of the immediately preceding record date
for ownership of Harris Stock for stockholders entitled to tender. The Administrative Committee
may direct the Trustee to make a special valuation of the Harris Stock Fund in connection with such
tender offer. Any securities or other property received by the Trustee as a result of having
tendered Harris Stock shall be held, and any cash so received shall be invested in short term
investments, pending any further action which the Trustee may be required or directed to take
pursuant to the Plan. Notwithstanding anything to the contrary, during the period of any public
offer for Harris Stock, the Trustee shall refrain from making purchases of Harris Stock in
connection with the Plan and the Trust. In addition to compensation otherwise payable, the Trustee
shall be entitled to reasonable compensation and reimbursement for its reasonable out-of-pocket
expenses for any services attributable to the duties and responsibilities described in this
Section.






74









 








          (b) Duties of the Administrative Committee. Within a reasonable time after the
commencement of a tender offer, the Administrative Committee shall cause the Trustee to provide to
each Participant or Beneficiary, as the case may be:





     (1) the offer to purchase as distributed by the offeror to the shareholders of
the Company;




     (2) a statement of the number of shares of Harris Stock represented by the
participating units in the Harris Stock Fund allocated to his or her Account; and




     (3) directions as to the means by which instructions with respect to the tender
offer can be given.



          The Administrative Committee shall establish, and the Company shall pay for, a means by which
instructions with respect to a tender offer expeditiously can be delivered to the Trustee. The
Administrative Committee at its election may engage an agent to receive such instructions and
transmit them to the Trustee. All such individual instructions shall be confidential and shall not
be disclosed to any person, including any Employer.




          For purposes of allocating the proceeds of any sale or exchange pursuant to a tender offer,
the Trustee shall then treat as having been sold or exchanged from each of the Accounts of
Participants (and Beneficiaries) who provided timely directions to the Trustee under this Section
to tender that number of shares of Harris Stock represented by participating units in the Harris
Stock Fund subject to such directions and the proceeds of such sale or exchange shall be allocated
accordingly. Any cash proceeds from the sale or exchange of shares of Harris Stock in the Harris
Stock Fund shall be invested in a commingled fund maintained by the Trustee designated to hold such
amounts, and any securities or other property received as a result of such






75









 







a sale or exchange shall be held by the Trustee, in each case pending investment instructions
from the Participants (and Beneficiaries) or the Investment Committee, as the case may be.




          (c) Duties of the Trustee. The Trustee shall follow the instructions of the
Participants (and Beneficiaries) with respect to the tender offer as transmitted to the Trustee.
The Trustee may establish a reasonable time, taking into account the time restrictions of the
tender offer, after which it shall not accept instructions of Participants (or Beneficiaries).




ARTICLE 13




ADMINISTRATION



          Section 13.1. The Administrative Committee. (a) The Compensation Committee shall
appoint at least two members to the Administrative Committee. The Administrative Committee shall
be the “administrator” of the Plan within the meaning of such term as used in ERISA and shall be
responsible for the administration of the Plan. The Compensation Committee shall have the right at
any time, with or without cause, to remove any member of the Administrative Committee. In
addition, any member of the Administrative Committee at any time may resign by giving at least
fifteen (15) days’ advance written notice to the Compensation Committee (or such shorter period of
advance written notice acceptable to the Compensation Committee). An Employee who serves on the
Administrative Committee shall be deemed to have resigned from such committee upon the termination
of the Employee’s employment with the Company and its Affiliates, effective as of the date of the
termination of employment. Upon the removal or resignation of any member of the Administrative
Committee, or the failure or inability for any reason of any member of the Administrative Committee
to act hereunder, the Compensation Committee shall appoint a successor member of the Administrative
Committee if such removal, resignation, failure or inability causes the Administrative Committee to
have fewer than two members. Any successor member of the Administrative Committee shall






76









 







have all the rights, privileges and duties of the predecessor, but shall not be held
accountable for the acts of the predecessor.




          (b) Any member of the Administrative Committee may, but need not, be an employee, director,
officer or shareholder of an Employer and such status shall not disqualify him or her from taking
any action hereunder or render him or her accountable for any distribution or other material
advantage received by such member under the Plan, provided that no member of the Administrative
Committee who is a Participant shall take part in any action of the Administrative Committee or any
matter involving solely his or her rights under the Plan.




          (c) Promptly after the appointment of the members of the Administrative Committee and promptly
after the appointment of any successor member of the Administrative Committee, the Trustee shall be
notified in writing as to the names of the persons so appointed as members or successor members.




          (d) The Administrative Committee shall have the duty and authority to interpret and construe,
in its sole discretion, the terms of the Plan in all respects, including, but not limited to, all
questions of eligibility, the status and rights of Participants, distributees and other persons
under the Plan, and the manner, time and amount of payment of any distribution under the Plan.
Each Employer shall, from time to time, upon request of the Administrative Committee, furnish to
the Administrative Committee such data and information as the Administrative Committee shall
require in the performance of its duties. All determinations and actions of the Administrative
Committee shall be conclusive and binding upon all affected parties, except that the Administrative
Committee may revoke or modify a determination or action that it determines to have been in error.
Benefits will be paid under the Plan only if the






77









 







Administrative Committee decides in its sole discretion that the applicant is entitled to the
benefits.




          (e) The Administrative Committee shall direct the Trustee to make payments of amounts to be
distributed from the Trust under Article 9.




          (f) The Administrative Committee may act at a meeting by the vote of a majority of a quorum of
its members or without a meeting by the unanimous written consent of its members. The
Administrative Committee shall keep records of all of its meetings and forward all necessary
communications to the Trustee. The Administrative Committee may adopt such rules and procedures as
it deems desirable for the conduct of its affairs and the administration of the Plan, provided that
any such rules and procedures shall be consistent with the provisions of the Plan and ERISA.




          (g) The members of the Administrative Committee shall discharge their duties with respect to
the Plan (i) solely in the interest of the Participants and Beneficiaries, (ii) for the exclusive
purpose of providing benefits to the Participants and Beneficiaries and of defraying reasonable
expenses of administering the Plan and (iii) with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and with like aims.




          (h) The members of the Administrative Committee shall not receive any compensation or fee for
services as members of the Administrative Committee.




          Section 13.2. Named Fiduciaries. The Investment Committee shall be a “named
fiduciary” of the Plan within the meaning of such term as used in ERISA solely with respect to its
power to appoint certain fiduciaries under the Plan and its management of the assets of the






78









 







Plan. The Administrative Committee shall be a “named fiduciary” of the Plan within the
meaning of such term as used in ERISA solely with respect to its power to appoint certain
fiduciaries under the Plan and the exercise of its administrative duties set forth in the Plan that
are fiduciary acts. Each of the Compensation Committee and the Executive Committee shall be a
“named fiduciary” of the Plan within the meaning of such term as used in ERISA solely with respect
to its power to appoint certain fiduciaries under the Plan. Each fiduciary has only those duties
and responsibilities specifically assigned to such fiduciary under the Plan.




          Section 13.3. Allocation and Delegation of Responsibilities. Each of the
Administrative Committee, the Compensation Committee, the Executive Committee and the Investment
Committee may allocate its responsibilities among its members and may designate any person,
partnership, corporation or another committee to carry out any of its responsibilities with respect
to the Plan (in each case irrespective of whether such responsibilities are fiduciary or settlor in
nature).




          Section 13.4. Professional and Other Services. The Company may employ counsel (who
may be counsel for an Employer) to advise the Administrative Committee, the Compensation Committee,
the Executive Committee and the Investment Committee and their agents and may arrange for clerical
and other services as the Administrative Committee, the Compensation Committee, the Executive
Committee and the Investment Committee and their agents may require in carrying out their duties
hereunder.




          Section 13.5. Indemnification and Expense Reimbursement. The Employers hereby jointly
and severally indemnify the members of the Administrative Committee, the members of the
Compensation Committee, the members of the Executive Committee and the members of the Investment
Committee from the effects and consequences of their acts,






79









 







omissions and conduct in their official capacity, except to the extent that such effects and
consequences result from their own willful or gross misconduct or criminal acts. The Employers
shall reimburse the members of each of the Administrative Committee, Compensation Committee,
Executive Committee and Investment Committee for any necessary expenditures incurred in the
discharge of their duties hereunder.




          Section 13.6. Claims Procedure. If any Participant or distributee believes he or she
is entitled to benefits in an amount greater than those which he or she is receiving or has
received, he or she (or his or her duly authorized representative) may file a claim with the
Administrative Committee. Such a claim shall be in writing and state the nature of the claim, the
facts supporting the claim, the amount claimed and the address of the claimant. The Administrative
Committee shall review the claim and, unless special circumstances require an extension of time,
within 90 days after receipt of the claim give written or electronic notice to the claimant of its
decision with respect to the claim. If special circumstances require an extension of time, the
claimant shall be so advised in writing or by electronic means within the initial 90-day period and
in no event shall such an extension exceed 90 days. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the Administrative
Committee expects to render a decision. The notice of the decision of the Administrative Committee
with respect to the claim shall be written in a manner calculated to be understood by the claimant
and, if the claim is wholly or partially denied, shall set forth the specific reasons for the
denial, specific references to the pertinent Plan provisions on which the denial is based, a
description of any additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary, and an explanation of
the claim review procedure under the Plan and the time limits applicable to such






80









 







procedure (including a statement of the claimant’s right to bring a civil action under section
502(a) of ERISA following the final denial of a claim).




          The claimant (or his or her duly authorized representative) may request a review of the denial
by filing with the Administrative Committee a written request for such review within 60 days after
notice of the denial has been received by the claimant. Within the same 60-day period, the
claimant may submit to the Administrative Committee written comments, documents, records and other
information relating to the claim. Upon request and free of charge, the claimant also may have
reasonable access to, and copies of, documents, records and other information relevant to the
claim. If a request for review is so filed, review of the denial shall be made by the
Administrative Committee and the claimant shall be given written or electronic notice of the
Administrative Committee’s final decision within, unless special circumstances require an extension
of time, 60 days after receipt of such request. If special circumstances require an extension of
time, the claimant shall be so advised in writing or by electronic means within the initial 60-day
period and in no event shall such an extension exceed 60 days. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which the Administrative
Committee expects to render a decision. If the appeal of the claim is wholly or partially denied,
the notice of the Administrative Committee’s final decision shall include specific reasons for the
denial, specific references to the pertinent Plan provisions on which the denial is based and a
statement that the claimant is entitled, upon request and free of charge, to reasonable access to,
and copies of, all relevant documents, records and information. The notice shall be written in a
manner calculated to be understood by the claimant and shall notify the claimant of (i) his or her
right to bring a civil action under section 502(a) of ERISA and (ii) the limitations for actions
under the Plan as set forth in Section 15.6.





81












 





          In making determinations regarding claims for benefits, the Administrative Committee
shall consider all of the relevant facts and circumstances, including, without limitation,
governing plan documents, consistent application of Plan provisions with respect to similarly
situated claimants and any comments, documents, records and other information with respect to the
claim submitted by the claimant (the “Claimant’s Submissions”). The Claimant’s Submissions shall
be considered by the Administrative Committee without regard to whether the Claimant’s Submissions
were submitted or considered by the Administrative Committee in the initial benefit determination.




          Section 13.7. Notices to Participants. All notices, reports and statements given,
made, delivered or transmitted to a Participant or distributee or any other person entitled to or
claiming benefits under the Plan shall be deemed to have been duly given, made, delivered or
transmitted when provided via such written or other means as may be permitted by applicable
Regulations. A Participant, distributee or other person may record any change of his or her
address by written notice filed with his or her Employer.




          Section 13.8. Notices to Administrative Committee or Employers. Written directions
and notices and other written or electronic communications from Participants, distributees or other
persons entitled to or claiming benefits under the Plan to the Administrative Committee or the
Employers shall be deemed to have been duly given, made, delivered or transmitted when given, made,
delivered or transmitted in the manner and to the location prescribed by the Administrative
Committee or the Employers for the giving of such directions, notices and other communications.




          Section 13.9. Electronic Media. Notwithstanding any provision of the Plan to the
contrary, the use of electronic technologies shall be deemed to satisfy any written notice,






82









 







consent, delivery, signature or disclosure requirement under the Plan, the Code or ERISA to
the extent permitted by the Administrative Committee and permissible under and consistent with
applicable law and regulations.




          Section 13.10. Records. The Administrative Committee shall keep a record of all of
its proceedings with respect to the Plan and shall keep or cause to be kept all books of account,
records and other data as may be necessary or advisable in its judgment for the administration of
the Plan.




          Section 13.11. Reports of Trustee and Accounting to Participants. The Administrative
Committee shall keep on file, in such form as it shall deem convenient and proper, all reports
concerning the Trust Fund received by it from the Trustee, and, at least once each calendar
quarter, each Participant and Beneficiary shall be provided a written or electronic benefit
statement indicating the balance credited to any Account for such individual. Any Participant or
Beneficiary claiming that an error has been made with respect to such balance shall notify the
Administrative Committee in writing within ninety (90) days following the delivery of such benefit
statement. If no notice of error timely is provided, the benefit statement shall be presumed to be
correct.




          Section 13.12. Limitations on Investments and Transactions/Conversions.
Notwithstanding any provision of the Plan to the contrary:




          (a) The Administrative Committee, in its sole and absolute discretion, may temporarily
suspend, in whole or in part, certain Plan transactions, including without limitation, the right to
change or suspend contributions and/or the right to receive a distribution, loan or withdrawal from
an Account in the event of any conversion, change in recordkeeper, change in investment funds, Plan
merger or spinoff or other appropriate event.






83









 








          (b) The Administrative Committee, in its sole and absolute discretion, may temporarily
suspend, in whole or in part, Plan transactions dealing with investments, including without
limitation, the right to change investment elections or reallocate Account balances in the event of
any conversion, change in recordkeeper, change in investment funds, Plan merger or spinoff or other
appropriate event.




          (c) In the event of a change in investment funds, Plan merger or spinoff or other appropriate
event, the Administrative Committee, in its sole and absolute discretion, may decide to map
investments from a Participant’s prior investment fund elections to the then available investment
funds under the Plan. In the event that investments are mapped in this manner, the Participant
shall be permitted to reallocate funds among the investment funds (in accordance with Article 8 and
any relevant rules and procedures adopted for this purpose) after the suspension period (if any) is
lifted.




          (d) Notwithstanding any provision of the Plan to the contrary, the investment funds shall be
subject to, and governed by, (1) all applicable legal rules and restrictions, (2) the rules
specified by the investment fund providers in the fund prospectus(es) or other governing documents
thereof and/or (3) any rules or procedures adopted by the Administrative Committee governing the
transfers of assets into or out of such funds. Such rules, procedures and restrictions in certain
cases may limit the ability of a Participant to make transfers into or out of a particular
investment fund and/or may result in additional transaction fees or other costs relating to such
transfers. In furtherance of, but without limiting the foregoing, the Plan may decline to
implement any investment election or instruction where it deems appropriate.






84









 








ARTICLE 14




PARTICIPATION BY EMPLOYERS



          Section 14.1. Adoption of Plan. With the consent of the Compensation Committee, any
entity may become an Employer under the Plan by (a) taking such action as shall be necessary to
adopt the Plan and (b) executing and delivering such instruments and taking such other action as
may be necessary or desirable to put the Plan and Trust into effect with respect to such entity, as
prescribed by the Compensation Committee. The powers and control of the Company, as provided in
the Plan and the trust agreement, shall not be diminished by reason of participation of any such
adopting entity in the Plan.




          Section 14.2. Withdrawal from Participation. An Employer may withdraw from
participation in the Plan at any time by filing with the Compensation Committee a duly certified
copy of a written instrument duly adopted by the Employer to that effect and giving notice of its
intended withdrawal to the Compensation Committee, the Employers and the Trustee prior to the
effective date of withdrawal.




          Section 14.3. Company, Administrative Committee, Compensation Committee, Executive
Committee and Investment Committee as Agents for Employers. Each entity which becomes an
Employer pursuant to Section 14.1 or Section 14.4 by so doing shall be deemed to have appointed the
Company, the Administrative Committee, the Compensation Committee, the Executive Committee and the
Investment Committee as its agents to exercise on its behalf all of the powers and authorities
conferred upon the Company, the Administrative Committee, the Compensation Committee, the Executive
Committee and the Investment Committee by the terms of the Plan. The authority of the Company, the
Administrative Committee, the Compensation Committee, the Executive Committee or the Investment
Committee to act as such agent shall continue unless and until the portion of the Trust Fund held
for the benefit of Employees of the






85









 







particular Employer and their Beneficiaries is set aside in a separate Trust Fund as provided
in Section 17.2.




          Section 14.4. Continuance by a Successor. In the event that an Employer other than
the Company is reorganized by way of merger, consolidation, transfer of assets or otherwise, so
that another entity other than an Employer succeeds to all or substantially all of such Employer’s
business, such successor entity may, with the consent of the Compensation Committee, be substituted
for such Employer under the Plan by adopting the Plan. Contributions by such Employer
automatically shall be suspended from the effective date of any such reorganization until the date
upon which the substitution of such successor entity for the Employer under the Plan becomes
effective. If, within 90 days following the effective date of any such reorganization, such
successor entity shall not have elected to adopt the Plan, the Compensation Committee fails to
consent to such adoption, or an Employer adopts a plan of complete liquidation other than in
connection with a reorganization, the Plan automatically shall be terminated with respect to
employees of such Employer as of the close of business on the 90th day following the effective date
of such reorganization or as of the close of business on the date of adoption of such plan of
complete liquidation, as the case may be, and the Administrative Committee shall direct the Trustee
to distribute the portion of the Trust Fund applicable to such Employer in the manner provided in
Section 17.3.




          If such successor entity is substituted for an Employer as described above, then, for all
purposes of the Plan, employment of each Employee with such Employer, including service with and
compensation paid by such Employer, shall be considered to be employment with such successor
entity.






86









 








ARTICLE 15




MISCELLANEOUS



          Section 15.1. Expenses. All costs and expenses of administering the Plan and the
Trust, including the expenses of the Company, the Administrative Committee, the Compensation
Committee, the Executive Committee and the Investment Committee, the fees of counsel and of any
agents for the Company or such committees, investment advisory and recordkeeping fees, the fees and
expenses of the Trustee, the fees of counsel for the Trustee and other administrative expenses,
shall be paid under the direction of the Administrative Committee from the Trust Fund to the extent
such expenses are not paid by the Employers. The Administrative Committee, in its sole discretion,
having regard to the nature of a particular expense, shall determine the portion of such expense
that is to be borne by each Employer or the manner in which such expense is to be allocated among
Accounts. An Employer may seek reimbursement of any expense paid by such Employer that the
Administrative Committee determines is properly payable from the Trust Fund.




          Section 15.2. Non-Assignability.




          (a) In General. No right or interest of any Participant or Beneficiary in the Plan
shall be assignable or transferable in whole or in part, either directly or by operation of law or
otherwise, including, but not by way of limitation, execution, levy, garnishment, attachment,
pledge or bankruptcy, but excluding devolution by death or mental incompetency, and any attempt to
do so shall be void, and no right or interest of any Participant or Beneficiary in the Plan shall
be liable for, or subject to, any obligation or liability of such Participant or Beneficiary,
including claims for alimony or the support of any spouse, except as provided below.






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          (b) Exception for Qualified Domestic Relations Orders. Notwithstanding any provision
of the Plan to the contrary, if a Participant’s Account under the Plan, or any portion thereof, is
the subject of one or more qualified domestic relations orders (as defined in section 414(p) of the
Code), such Account or portion thereof shall be paid to the person, at the time and in the manner
specified in any such order. The Administrative Committee shall adopt rules and procedures, in
accordance with section 414(p) of the Code, relating to its (i) review of any domestic relations
order for purposes of determining whether the order is a qualified domestic relations order and
(ii) administration of a qualified domestic relations order. A domestic relations order shall not
fail to constitute a qualified domestic relations order solely because such order provides for
distribution to an alternate payee of the benefit assigned to the alternate payee under the Plan
prior to the applicable Participant’s earliest retirement age (as defined in section 414(p) of the
Code) under the Plan.




          (c) Other Exception. Notwithstanding any provision of the Plan to the contrary, if a
Participant is ordered or required to pay an amount to the Plan pursuant to (i) a judgment in a
criminal action, (ii) a civil judgment in connection with a violation (or alleged violation) of
Part 4 of Subtitle B of Title I of ERISA or (iii) a settlement agreement between the Secretary of
Labor and the Participant in connection with a violation (or alleged violation) of Part 4 of
Subtitle B of Title I of ERISA, the Participant’s Account under the Plan may, to the extent
permitted by law, be offset by such amount.




          Section 15.3. Employment Non-Contractual. The Plan confers no right upon an Employee
to continue in employment.




          Section 15.4. Merger or Consolidation with Another Plan; Transfer Contributions;
Transferred Employees.






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          (a) The Administrative Committee shall have the right to merge or consolidate all or a portion
of the Plan with, or transfer all or part of the assets or liabilities of the Plan to, any other
plan; provided, however, that the terms of such merger, consolidation or transfer
are such that each Participant, distributee, Beneficiary or other person entitled to receive
benefits from the Plan would, if the Plan were to terminate immediately after the merger,
consolidation or transfer, receive a benefit equal to or greater than the benefit such person would
be entitled to receive if the Plan were to terminate immediately before the merger, consolidation
or transfer.




          (b) Amounts transferred to the Plan pursuant to Subsection (a) above (“Transfer
Contributions”) and participation in the Plan by Employees who become eligible for the Plan in
anticipation or at the time of a plan merger, consolidation or transfer or in connection with a
business acquisition by an Employer (“Transferred Employees”) shall be subject to all terms and
conditions of the Plan as in effect from time to time, except to the extent provided on Schedule A
to the Plan which may contain additional terms and conditions governing the application of the Plan
to the Transfer Contributions and Transferred Employees. The terms of Schedule A hereby are
incorporated and made part of the Plan and, in the event of any inconsistency between the terms of
the Plan and the terms of Schedule A, Schedule A shall control with respect to the Transfer
Contributions and Transferred Employees covered by the Schedule; provided, however,
that if such inconsistency results from changes made in the provisions of the Plan to comply with
applicable law, then such provisions of the Plan shall control.




          Section 15.5. Gender and Plurals. Wherever used in the Plan, words in the masculine
gender shall include the masculine or feminine gender, and, unless the context






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otherwise requires, words in the singular shall include the plural, and words in the plural
shall include the singular.




          Section 15.6. Statute of Limitations for Actions under the Plan. Except for actions
to which the statute of limitations prescribed by section 413 of ERISA applies, (a) no legal or
equitable action relating to a claim under section 502 of ERISA may be commenced later than one (1)
year after the claimant receives a final decision from the Administrative Committee in response to
the claimant’s request for review of an adverse benefit determination and (b) no other legal or
equitable action involving the Plan may be commenced later than two (2) years after the date the
person bringing the action knew, or had reason to know, of the circumstances giving rise to the
action. This provision shall not bar the Plan or its fiduciaries from recovering overpayments of
benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any
legal or equitable action against any party.




          Section 15.7. Applicable Law. The Plan and all rights hereunder shall be governed by
and construed in accordance with the laws of the State of Florida to the extent such laws have not
been preempted by applicable federal law. Venue for any action arising under the Plan shall be in
Brevard County, Florida.




          Section 15.8. Severability. If any provision of the Plan is held illegal or invalid,
the illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan
shall be construed and enforced as if the illegal or invalid provision had not been included in the
Plan.




          Section 15.9. No Guarantee. None of the Company, the Employers, the Administrative
Committee, the Compensation Committee, the Executive Committee, the Investment Committee or the
Trustee in any way guarantees the Trust from loss or depreciation nor the payment of any benefit
that may be or become due to any person from the Trust Fund.






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Nothing in the Plan shall be deemed to give any Participant, distributee or Beneficiary an
interest in any specific part of the Trust Fund or any other interest except the right to receive
benefits from the Trust Fund in accordance with the provisions of the Plan and the trust agreement.




          Section 15.10. Plan Voluntary. Although it is intended that the Plan shall be
continued and that contributions shall be made as herein provided, the Plan is entirely voluntary
on the part of the Employers and the continuance of the Plan and the contributions hereunder are
not and shall not be regarded as contractual obligations of the Employers.




ARTICLE 16




TOP-HEAVY PLAN REQUIREMENTS



          Section 16.1. Top-Heavy Plan Determination. If as of the determination date (as
hereinafter defined) for any Plan Year the aggregate of (a) the account balances under the Plan and
all other defined contribution plans in the aggregation group (as hereinafter defined) and (b) the
present value of accrued benefits under all defined benefit plans in such aggregation group of all
participants in such plans who are key employees (as hereinafter defined) for such Plan Year
exceeds 60% of the aggregate of the account balances and the present value of accrued benefits of
all participants in such plans as of the determination date, then the Plan shall be a “top-heavy
plan” for such Plan Year, and the requirements of Section 16.3 shall be applicable for such Plan
Year as of the first day thereof. If the Plan is a top-heavy plan for any Plan Year and is not a
top-heavy plan for any subsequent Plan Year, the requirements of Section 16.3 shall not be
applicable for such subsequent Plan Year.




          Section 16.2. Definitions and Special Rules.




          (a) Definitions. For purposes of this Article 16, the following definitions shall
apply:






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     (1) Determination Date. The determination date for all plans in the
aggregation group shall be the last day of the preceding Plan Year, and the
valuation date applicable to a determination date shall be (i) in the case of a
defined contribution plan, the date as of which account balances are determined that
coincides with or immediately precedes the determination date, and (ii) in the case
of a defined benefit plan, the date as of which the most recent actuarial valuation
for the Plan Year that includes the determination date is prepared, except that if
any such plan specifies a different determination or valuation date, such different
date shall be used with respect to such plan.




     (2) Aggregation Group. The aggregation group shall consist of (a) each
plan of an Employer in which a key employee is a participant, (b) each other plan
that enables such a plan to be qualified under section 401(a) of the Code, and (c)
any other plans of an Employer that the Company designates as part of the
aggregation group.




     (3) Key Employee. Key employee shall have the meaning set forth in
section 416(i) of the Code.




     (4) Compensation. Compensation shall have the meaning set forth in
Treasury Regulation section 1.415(c)-2(d)(4). Compensation for this purpose shall
not include any amount excludable under Treasury Regulation section
1.415(c)-2(g)(5)(ii).



          (b) Special Rules. For the purpose of determining the accrued benefit or account
balance of a participant, (i) the accrued benefit or account balance of any person who has not
performed services for an Employer at any time during the one-year period ending on the






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determination date shall not be taken into account pursuant to this Section, and (ii) any
person who received a distribution from a plan (including a plan that has terminated) in the
aggregation group during the one-year period ending on the determination date shall be treated as a
participant in such plan, and any such distribution shall be included in such participant’s account
balance or accrued benefit, as the case may be; provided, however, that in the case
of a distribution made for a reason other than a person’s severance from employment, death or
disability, clause (ii) of this Section 16.2(b) shall be applied by substituting “five-year period”
for “one-year period.”




          Section 16.3. Minimum Contribution for Top-Heavy Years. Notwithstanding any provision
of the Plan to the contrary, for any Plan Year for which the Plan is a top-heavy plan, a minimum
contribution shall be made on behalf of each Participant (other than a key employee) who is an
Employee on the last day of the Plan Year in an amount equal to the lesser of (i) 3% of such
Participant’s compensation during such Plan Year and (ii) the highest percentage at which Employer
contributions (including pre-tax contributions) are made on behalf of any key employee for such
Plan Year. If during any Plan Year for which this Section 16.3 is applicable a defined benefit
plan is included in the aggregation group and such defined benefit plan is a top-heavy plan for
such Plan Year, the percentage set forth in clause (i) of the first sentence of this Section 16.3
shall be 5%. The percentage referred to in clause (ii) of the first sentence of this Section 16.3
shall be obtained by dividing the aggregate of Employer contributions made pursuant to Article 4
and pursuant to any other defined contribution plan that is required to be included in the
aggregation group (other than a defined contribution plan that enables a defined benefit plan that
is required to be included in such group to be qualified under section 401(a) of the Code) during
the Plan Year on behalf of such key employee by such key






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employee’s compensation for the Plan Year. Notwithstanding the foregoing, the minimum
contribution described in this Section 16.3 for any Plan Year for which the Plan is a top-heavy
plan shall not be made under this Plan with respect to any Participant who receives a minimum
contribution or minimum benefit for purposes of section 416(c) of the Code under another plan
maintained by an Affiliate.




ARTICLE 17




AMENDMENT, ESTABLISHMENT OF

SEPARATE PLAN, PLAN TERMINATION AND CHANGE IN CONTROL



          Section 17.1. Amendment. The Compensation Committee may, at any time and from time to
time, amend or modify the Plan. Any such amendment or modification shall become effective as of
such date determined by the Compensation Committee, including retroactively to the extent permitted
by law, and may apply to Participants in the Plan at the time thereof as well as to future
Participants.




          Section 17.2. Establishment of Separate Plan. If an Employer withdraws from the Plan
pursuant to Section 14.2, then the Administrative Committee shall determine the portion of each of
the funds of the Trust Fund that is applicable to the Participants of such Employer and their
Beneficiaries and direct the Trustee to segregate such portions in a separate trust. Such separate
trust thereafter shall be held and administered as a part of the separate plan of such Employer.
The portion of a fund of the Trust Fund applicable to the Participants (and Beneficiaries) of a
particular Employer shall be an amount that bears the same ratio to the value of such fund as the
total value of the fund accounts of Participants (and Beneficiaries) of such Employer bears to the
total value of the fund accounts of all Participants (and Beneficiaries).




          Section 17.3. Termination. The Company at any time may terminate the Plan by
resolution of an appropriate committee of the Board. An Employer at any time may terminate its






94









 







participation in the Plan by resolution of its board of directors. In the event of any such
termination, or in the event of the partial termination of the Plan with respect to a group of
Participants, the Accounts of Participants with respect to whom the Plan is terminated shall become
fully vested and thereafter shall not be subject to forfeiture. In the event that an Employer
terminates its participation in the Plan, the Administrative Committee shall determine, in the
manner provided in Section 17.2, the portion of each of the funds of the Trust Fund that is
applicable to the Participants of such Employer and their Beneficiaries and direct the Trustee to
distribute such portions to such Participants and Beneficiaries ratably in proportion to the
balances of their respective Accounts.




          A complete discontinuance of contributions by an Employer shall be deemed a termination of
such Employer’s participation in the Plan for purposes of this Section.




          Section 17.4. Change in Control. (a) Effect. Notwithstanding any provision
of the Plan to the contrary, during the period commencing on the date of a Change in Control and
ending at the close of business on the last day of the Fiscal Year during which the Change in
Control occurs (the “Restriction Period”), the Plan may not be terminated, and the Plan may not be
amended to:





     (1) revise the definition of Eligible Employee such that fewer Employees are
eligible to participate in the Plan, lengthen the service requirement for
participation in the Plan, create an age requirement or entry dates for
participation in the Plan or otherwise reduce coverage under the Plan;




     (2) reduce the amount of pre-tax contributions, designated Roth contributions
or after-tax contributions that a Participant is permitted to make under the Plan;
or



95









 






     (3) reduce the amount of matching contributions required to be made under the
Plan.



          (b) Miscellaneous. Any person who was an Eligible Employee on the day immediately
preceding a Change in Control shall be deemed to be an Eligible Employee during the Restriction
Period so long as the person is employed by a member of a “controlled group of corporations” which
includes, or by a trade or business that is under common control with (as those terms are defined
in sections 414(b) and (c) of the Code), the Company, any corporation which is the survivor of any
merger or consolidation to which the Company was a party, or any corporation into which the Company
has been liquidated.




          Section 17.5. Trust Fund to Be Applied Exclusively for Participants and Their
Beneficiaries. Subject only to the provisions of Article 6 and Sections 15.2(b) and (c), and
any other provision of the Plan to the contrary notwithstanding, no part of the Trust Fund shall be
used for or diverted to any purpose not for the exclusive benefit of the Participants and their
Beneficiaries either by operation or termination of the Plan, power of amendment or other means.




          IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officer this 20th  day of December, 2010.




	 	 	 	 	 
	 	HARRIS CORPORATION

 	 
	 	By:  	/s/ Ronald A. Wyse	 
	 	 	 	 
	 	Title: 	 	Chair,
Employee Benefits Committee	 
	 




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SCHEDULE A




Special Rules Applying to Transfer Contributions and Transferred Employees


This Schedule A sets forth special rules applying to Transfer Contributions and Transferred
Employees (each as defined in Section 15.4 of the Plan). Each of the provisions of the Plan shall
be fully applicable to the Transfer Contributions and Transferred Employees, to the extent that
such provisions are not inconsistent with this Schedule A. All capitalized terms used in this
Schedule A and not otherwise defined herein shall have the meanings assigned to them by the Plan.



1. Encoda Systems, Inc. Profit Sharing Plan and Trust




     (a) In General. Effective March 31, 2005, the Encoda Systems, Inc. Profit Sharing
Plan and Trust (the “Encoda Plan”) was merged with and into the Plan. The portion of a
Participant’s Account attributable to Transfer Contributions from the Encoda Plan shall be
designated herein as the “Encoda Plan Account”.



     (b) Vesting. A Participant’s Encoda Plan Account shall be 100% vested and
nonforfeitable.



     (c) Age 70
1/2
Distributions. A Participant who continues employment after attaining
age 701/2 will be entitled to elect to commence distribution of his Encoda Plan Account no later than
April 1 of the calendar year following the calendar year in which the Participant attains age 701/2
even if such Participant remains employed. Distributions under this paragraph will be made in
accordance with Section 9.1(c) (age 591/2 withdrawals) or Section 9.3(d) (age 701/2 minimum
distributions), as elected by the Participant.


2. Harris Broadcast Communications Division 401(k) Plan




     (a) In General. The Company, Leitch Incorporated (“Leitch”), Optimal Solutions, Inc.
(“OSI”) and Viewbridge, Inc. (“Viewbridge”) formerly participated in the Harris Broadcast
Communications Division 401(k) Plan (the “Broadcast Plan”), which plan was frozen as to new
contributions and new participants effective June 30, 2007. Effective as of June 30, 2007, Leitch
and OSI were liquidated into the Company. Effective July 1, 2007, Viewbridge became an Employer
under the Plan. The Broadcast Plan shall be merged with and into the Plan, effective September 30,
2007.



     (b) Automatic Enrollment. The provisions of Section 3.2(b) of the Plan with respect
to deemed elections to participate in the Plan by Full-Time Employees shall not apply to former
participants in the Broadcast Plan who become eligible to participate in the Plan effective July 1,
2007.



     (c) Vesting. Former participants in the Broadcast Plan who were hired by Leitch, OSI
or Videotek, Inc. prior to January 1, 2006 shall be 100% vested in their Accounts under the Plan.



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     (d) In-Service Withdrawal of Certain Profit Sharing Contributions. A former
participant in the Videotek, Inc. 401(k) Plan, which plan was merged into the Broadcast Plan
effective June 30, 2006 (the “Videotek Plan”) who has completed at least 10 Years of Service may
elect an in-service withdrawal of an amount not to exceed 50% of the portion of his or her Account
attributable to employer non-elective discretionary profit sharing contributions made to the
Videotek Plan; provided, however, that in no event shall dividends paid on or after
May 20, 2010 with respect to an investment of such employer non-elective discretionary profit
sharing contributions in the Harris Stock Fund be available for withdrawal. Notwithstanding any
provision of the Plan to the contrary, for this purpose, a “Year of Service” is a Plan Year during
which the Participant is credited with at least 1,000 Hours of Service.



     (e) Service. Service shall be credited for purposes of the Plan with Aastra Digital
Video and Aastra Telecom U.S., Inc. (in the latter case, provided that the Participant commenced
employment by the Company in connection with the acquisition by the Company of the assets of Aastra
Telecom U.S., Inc.).



     (f) Qualified Nonelective Contributions. The Broadcast Plan contained certain
“qualified nonelective contributions” within the meaning of section 401(m)(4)(C) of the Code.


3. Harris Technical Services Corporation 401(k) Plan




     (a) In General. Harris Technical Services Corporation (“HTSC”) maintained the Harris
Technical Services Corporation 401(k) Plan (the “HTSC Plan”) on behalf of its Harris Enterprise
Services business unit (business unit 00211) (the “HES Business Unit”). The HTSC Plan was frozen
as to new contributions and new participants, effective July 31, 2007, and HTSC adopted the Plan
on behalf of its HES Business Unit, effective August 1, 2007. The HTSC Plan was merged with and
into the Plan, effective October 31, 2007.



     (b) Automatic Enrollment. The provisions of Section 3.2(b) of the Plan with respect
to deemed elections to participate in the Plan by Full-Time Employees shall not apply to former
participants in the HTSC Plan who become eligible to participate in the Plan effective August 1,
2007 (or such later date determined by the Administrative Committee).



     (c) Match Eligibility. Former participants in the HTSC Plan who become eligible to
participate in the Plan effective August 1, 2007 (or such later date determined by the
Administrative Committee) shall be eligible to receive a matching contribution pursuant to Section
4.2 of the Plan, irrespective of whether such participants have completed six months of Service.



     (d) Service. Service with “Resource Consultants, Inc. USPS MTSC (effective March 1,
2004)” shall be credited for purposes of the Plan.


4. Multimax, Inc. 401(k) Retirement Savings Plan




     (a) In General. Multimax Incorporated (“Multimax”) formerly sponsored the Multimax,
Inc. 401(k) Retirement Savings Plan (the “Multimax Plan”), which plan was frozen as to new
participants and new contributions effective September 7, 2007. Effective September 8,



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2007, Multimax became an Employer under this Plan. The Multimax Plan shall be merged with and into
this Plan effective December 31, 2007.




     (b) Match Eligibility. Participants who were employed by Multimax on September 7,
2007 shall be eligible to receive a matching contribution pursuant to Section 4.2 of the Plan
effective as of the first day of the calendar month coinciding with or following 30 days of
employment with Multimax or any Affiliate thereof.



     (c) Vesting. The Profit Sharing Accounts of Participants who were employed by
Multimax on September 7, 2007 shall be 100% vested and nonforfeitable. The vested and
nonforfeitable percentage of the Matching Accounts of Participants who were employed by Multimax on
September 7, 2007 shall be determined as follows by reference to a Participant’s Years of Service
as of the date of the Participant’s termination of employment:



	 	 	 	 	 
	Years of Service	 	Percentage
	Less than 1
	 	 	0	%
	At least 1 but less than 2
	 	 	33	%
	At least 2 but less than 3
	 	 	66	%
	3 or more
	 	 	100	%






     (d) Service. Service with “Legacy Multimax Inc.” shall be credited for purposes of
the Plan.



     (e) Qualified Nonelective Contributions. The Accounts of certain Participants who
formerly participated in the Multimax Plan contain qualified nonelective contributions within the
meaning of section 401(m)(4)(C) of the Code attributable to their participation in such plan.


5. Crucial Security, Inc. 401(k) Plan




     Crucial Security, Inc. (“Crucial”) maintains the Crucial Security, Inc. 401(k) Plan (the
“Crucial Plan”), which plan was frozen as to new participants and new contributions effective April
15, 2009. Effective April 16, 2009, Crucial became an Employer under this Plan. The Crucial Plan
shall be merged with and into this Plan effective August 28, 2009.


6. Patriot Technologies, LLC 401(k) Plan




     (a) In General. Harris Patriot Healthcare Solutions, LLC (“Harris Patriot”)
maintains the Patriot Technologies, LLC 401(k) Plan (the “Patriot Plan”), which plan was frozen as
to new participants and new contributions effective November 30, 2009. Effective December 1, 2009,
Harris Patriot became an Employer under this Plan. The Patriot Plan shall be merged with and into
this Plan effective June 16, 2010.



     (b) Service. For purposes of the Plan, service with Global Technologies Group, Inc.
shall be credited to former participants in the Patriot Plan.



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7. CapRock Communications, Inc. 401(k) Plan




     (a) In General. CapRock Communications, Inc. (“CapRock”) maintains the CapRock
Communications, Inc. 401(k) Plan (the “CapRock Plan”), which plan was frozen as to new participants
and new contributions effective September 30, 2010. Effective October 1, 2010, CapRock and it
subsidiaries (including without limitation, CapRock Government Solutions, Inc.) became Employers
under this Plan. The CapRock Plan shall be merged with and into this Plan effective as of December
31, 2010.



     (b) Service. For purposes of the Plan, service with McLeod USA and Arrowhead Global
Solutions, Inc. shall be credited to former participants in the Caprock Plan.



     (c) Automatic Enrollment. The provisions of Section 3.2(b) of the Plan with respect
to deemed elections to participate in the Plan by Full-Time Employees shall not apply to former
participants in the CapRock Plan who become eligible to participate in the Plan effective October
1, 2010.



     (d) Qualified Reservist Distributions. A former participant in the CapRock Plan
shall be eligible to receive a qualified reservist distribution (as defined in section
72(t)(2)(G)(iii) of the Code) with respect to the portion of his or her Account attributable to
pre-tax contributions and designated Roth contributions.




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