Exhibit 10.1



 





Exhibit 10.1




December 3, 2004



Howard L. Lance

Chairman, President and

Chief Executive Officer

Harris Corporation

1025 W. NASA Boulevard

Melbourne, Florida 32919



     Re:     Employment by Harris Corporation



Dear Howard,



     Regarding your employment by Harris Corporation (the “Corporation”), we have agreed as
follows:




	1.	 	The Executive Employment Agreement between you and the Corporation dated January 20, 2003 and
all obligations under that agreement will expire and be of no further force and effect on
January 19, 2005.






	2.	 	After January 19, 2005 the terms of your employment will be governed by the terms of this
letter agreement which shall have an indefinite term subject to amendment or termination on
one year written notice by either you or a representative of the Harris Corporation Board of
Directors.






	3.	 	During the Term of Employment (as defined below), and subject to Section 4 below, you shall
serve as Chief Executive Officer, President, a Director, and Chairman of the Board, subject to
the Corporation’s succession and retirement practices upon your attaining of the age of
sixty-five in the case of a Chief Executive Officer. During the Term of Employment you agree
to devote your full and exclusive business and working time, skill, attention, and energy
diligently to perform the duties assigned to you by the Corporation’s Board of Directors.
Notwithstanding the preceding obligation, you are permitted to join up to two public-company
boards provided they have no conflict of interest and do not compete with the Corporation.
For purposes of this agreement, “Term of Employment” shall mean the period starting
January 20, 2005 and ending on the termination of your employment as set forth in Section 4.






	4.	 	Your employment may be terminated as follows: (1) by the Corporation with or without Cause
(as defined below); (2) upon your Death; (3) upon your Disability (as defined below); (4) upon
your resignation for Good Reason (as defined below), or (5) upon your resignation or
retirement.






	 	a.	 	Termination for Cause: In order to terminate your employment for
Cause, the Corporation must deliver to you at your office address a Notice of
Termination given within ninety (90) days after the Board both (i) has actual
knowledge of




 









 






	 	 	 	conduct or an event allegedly constituting Cause, and (ii) has reason to believe
that such conduct or event could be grounds for Cause. For purposes of this letter
agreement a “Notice of Termination” shall mean a copy of a resolution duly
adopted by the affirmative vote of not less than a majority of the membership of
the Board, excluding you, at a meeting called for the purpose of determining that
you have engaged in conduct which constitutes Cause (and at which you had a
reasonable opportunity, in consultation with your counsel, to be heard before the
Board prior to such vote).



For purposes of this letter agreement “Cause” shall have the meaning set
forth in Section 1(b)(1) and (2) of the Severance Agreement between you and the
Corporation dated January 20, 2003 and “Cause” shall also include a breach of this
letter agreement by you.
	 
	 	 	 	In the event of termination of your employment by the Corporation for Cause, you
shall only be entitled to:






	 	(i)	 	any accrued but unpaid Base Salary (as defined by a
resolution of the Board of Directors) through your date of termination;
	 
	 	(ii)	 	any earned but unpaid annual incentive bonus under the
Corporation’s Annual Incentive Plan or the successor to such plan (referred to
herein as the “AIP”) for the prior fiscal year;
	 
	 	(iii)	 	reimbursement of reasonable business expenses incurred prior
to the date of termination; and
	 
	 	(iv)	 	other or additional compensation benefits, if any, in
accordance with the terms of applicable plans or employee benefit programs of
the Corporation for terminated employees, including the terms and conditions
governing stock options, performance shares and restricted stock.






	 	b.	 	Death or Disability. In the event of your Death or Disability your
employment shall be automatically terminated as of the date of such Death or
determination of Disability and you, or your estate or legal representative, as
appropriate, shall be entitled to the amounts referred to in paragraph a. of this
Section 4 for employees that die or become disabled.
	 
	 	 	 	For purposes of this letter agreement, “Disability” shall mean that you
qualify for long-term “disability” in the Long-Term Disability Plan sponsored by
the Corporation in which you participate at the time the determination of
Disability is made.
	 
	 	c.	 	Termination by Corporation Without Cause or by you for Good Reason.
If the Corporation should terminate your employment without Cause, (which the
Corporation shall be entitled to do upon thirty (30) days prior written notice), or in
the event you terminate employment for Good Reason, your exclusive compensation and
remedy hereunder shall be to receive from the Corporation:






	 	(i)	 	continuation of Base Salary for a period of two years;




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	 	(ii)	 	AIP bonus for the year of termination as approved by the
Board, pursuant to the Corporation’s policy for prorating such award for
retiring employees;
	 
	 	(iii)	 	without duplication, the amounts referred to in paragraph
a. (i) — (iv) of this Section 4;
	 
	 	(iv)	 	continued participation in the medical, dental,
hospitalization, short-term and long-term disability, and group life insurance
coverage plans of the Corporation (“Welfare Plans”) in which you were
participating on the date of the termination of your employment until the
earlier of:






	 	(a)	 	the end of the 24-month period following
your termination of employment; and






	 	(b)	 	the date, or dates, you receive comparable
coverage and benefits under the plans and programs of a subsequent
employer;








	 	 	 	provided, however, if under terms of any such Welfare Plan
you cannot continue to participate in the Corporation’s Welfare Plans, the
Corporation shall otherwise provide such benefits on the same after-tax
basis as if continued participation had been permitted; and
provided further, however, nothing herein shall be
deemed to limit any amounts or benefits to which you are otherwise
entitled under the terms of or pursuant to COBRA;
	 
	 	(v)	 	during such two year period and notwithstanding the terms and
conditions of the restricted stock or stock option agreements, pursuant to the
Harris Corporation 2000 Stock Incentive Plan (referred to herein as the
“SIP”), continued vesting of such restricted stock or options in accordance
with the relevant anniversary dates; and, as to vested stock options,
exercisable on or before three months after such two year period, provided
however, continued compliance with your obligations of non-competition and
non-solicitation as specified in Sections 5 and 6, respectively, is a
condition of such continued vesting. In the event you breach your
non-competition and non-solicitation obligations, in addition to any other
remedies available to the Corporation, such vesting shall cease.






	 	(vi)	 	prorated vesting of outstanding performance share awards
pursuant to the Corporation’s SIP and SIP performance targets and resultant
performance as approved by the Board, pursuant to the Corporation’s existing
polices for prorating such awards for retiring employees; and






	 	(vii)	 	outplacement services at the Corporation’s expense for a
period of up to one year following the date of termination of employment in
accordance with the practices of the Corporation as in effect from time to
time for senior executives.




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	 	 	 	You must, within ninety (90) days after you have actual knowledge of the occurrence of an
event or circumstances which would give your reason to believe constitutes Good Reason,
give thirty (30) days prior written notice of your intent to terminate employment for Good
Reason which notice sets forth the event or circumstances believed to constitute Good
Reason. Upon receipt of such notice, the Corporation shall have thirty (30) days to cure
its conduct, to the extent such cure is possible.






	 	d.	 	For purposes of this letter agreement, “Good Reason” shall mean any
of the following (without your express written consent):






	 	(i)	 	a reduction in the amount of your then current Base Salary or target
AIP, other than any reduction that is also applicable to the other senior
executives of the Corporation;
	 
	 	(ii)	 	the removal of, or failure to elect or reelect you as President or
Chief Executive Officer or Chairman of the Board of the Corporation provided
however, (1) the failure to elect you as Chairman of the Board shall not
constitute Good Reason if such failure results from any law, regulation or
listing requirement to the effect that the positions of Chairman of the Board
and Chief Executive Officer shall not be held by the same individual or that
the Chairman of a Corporation shall be independent; and (2) the failure to
elect you as President if necessary for purposes of succession planning for
your successor;
	 
	 	(iii)	 	the assignment to you of duties or responsibilities which are
materially inconsistent with your position;
	 
	 	(iv)	 	any requirement by the Corporation that you relocate to Corporation
headquarters which are more than 50 miles from where such headquarters are
located as of the date of this letter; and
	 
	 	(v)	 	notice of any amendment of Section 4.c. and 4.d. or termination by
the Board of Directors of this agreement under Section 2 without your prior
written consent.






	 	e.	 	Termination without Good Reason. In the event of a termination of
employment by you without Good Reason (other than a termination due to Death or
Disability), you shall have the same entitlements as provided in paragraph a. of this
Section 4 for termination for Cause.






	5.	 	During your employment with the Corporation and for a period of one year (or a period of two
years if you are receiving severance compensation from the Corporation) after the date your
employment is terminated for whatever reason, you will not directly or indirectly (without the
Corporation’s written consent):






	 	a.	 	hold a 5% or greater equity (including stock options whether or not
exercisable), voting or profit participation interest in a Competitive Enterprise (as
hereinafter defined), or






	 	b.	 	associate (including as a director, officer, employee, partner, consultant,
agent or advisor) with a Competitive Enterprise and in connection with your
association




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	 	 	 	engage, or directly or indirectly manage or supervise personnel engaged, in any
activity:






	 	(i)	 	that is substantially related to any activity that you were
engaged in with the Corporation or its affiliates during the 12 months prior
to the date of termination,






	 	(ii)	 	that is substantially related to any activity for which you had
direct or indirect managerial or supervisory responsibility with the
Corporation or its affiliates during the 12 months prior to the date of
termination, or






	 	(iii)	 	that calls for the application of specialized knowledge or skills
substantially related to those used by you in your activities with the
Corporation or its affiliates during the 12 months prior to the date of
termination.






	 	 	For purposes of this letter agreement, “Competitive Enterprise” means any business
enterprise that either (A) engaged in any activity that competes anywhere with any activity
that the Corporation or its affiliates is then engaged in or (B) holds a 5% or greater
equity, voting or profit participation interest in any enterprise that engages in such a
competitive activity.
	 
	6.	 	During your employment with the Corporation, and for a two year period after your employment
is terminated by the Corporation or by you for any reason, you shall not, in any manner,
directly or indirectly (without the prior written consent of the Corporation: (i) Solicit (as
hereinafter defined) any Customer (as hereinafter defined) to transact business with a
Competitive Enterprise or to reduce or refrain from doing any business with the Corporation,
(ii) transact business with any Customer that would cause you to be a Competitive Enterprise,
(iii) interfere with or damage any relationship between the Corporation and a Customer or (iv)
Solicit anyone who is then an employee of the Corporation (or who was an employee of the
Corporation within the prior 12 months) to resign from the Corporation or to apply for or
accept employment with any other business or enterprise.
	 
	 	 	For purposes of this letter agreement, a “Customer” means any customer or
prospective customer of the Corporation or its affiliates whose identity became known to
you in connection with your relationship with or employment by the Corporation or its
affiliates, and “Solicit” means any direct or indirect communication of any kind,
regardless of who initiates it, that in any way invite, advises, encourages or requests any
person to take or refrain from taking any action.
	 
	7.	 	In the event your employment is terminated for other than Cause, you shall not be required to
mitigate any payment or benefits provided to you by the Corporation by seeking other
employment.
	 
	8.	 	In the event of a change in control of the Corporation (as defined in the Executive Severance
Agreement dated January 20, 2003), you shall be entitled to the compensation and benefits
provided under the Executive Severance Agreement if your employment terminates under the
circumstances provided under the Executive Severance Agreement provided, however, such
compensation and benefits shall be in lieu of any compensation or benefits receivable by you
under this letter agreement.




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	9.	 	Notwithstanding anything herein to the contrary, it shall be a condition to you receiving any
cash payments or benefits referred to in Section 4 that you shall have (i) executed and
delivered to the Corporation a release of claims against the corporation, such release to be
in the Corporation’s then standard form of release and (ii) executed and delivered to the
Corporation resignations of all officer and director positions you hold with the Corporation
or its subsidiaries.
	 
	10.	 	You acknowledge that you have received the advice of counsel with respect to the matters
contemplated in this agreement and the corporation has agreed to pay directly legal fees and
expenses to a maximum of $10,000.
	 
	11.	 	This letter agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Florida, without reference to rules relating to conflicts of law.
	 
	12.	 	Your employment pursuant to this letter agreement is not a guarantee of employment. As
stated in this letter agreement, the Corporation may terminate your employment, provided,
however, that in certain instances as specified in Section 4, such termination may require the
Corporation to provide compensation or other benefits to you.
	 
	13.	 	This is the entire letter agreement between you and the Corporation with respect to the
subject matters hereof and supersedes all prior understandings and agreements as to employment
of you by the Corporation.
	 
	14.	 	Except pursuant to Section 2 this letter agreement cannot be amended, changed or modified
without the written consent of you and the Corporation.
	 
	15.	 	If any one or more of the provisions contained in this letter agreement shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby.
	 
	16.	 	This letter agreement shall be binding to any and all successors to the Corporation.




	 	 	 	 	 
	 	Sincerely,




Harris Corporation

Board of Directors




 	 
	 	/s/  Joseph L. Dionne	 
	 	By:  	Joseph Dionne
 	 
	 	 	Chairperson of the Management Development and  	 
	 	 	Compensation Committee 	 
	 





Agreed to and accepted:



	 	 	 
	/s/  Howard Lance


	 	Date     12/03/04
 
	Howard L. Lance
	 	 








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