EX-10(l)






Exhibit 10(l)





	 		
	
	 	HARRIS CORPORATION
	 	 	 
	HOWARD L. LANCE
	 	1025 West NASA Boulevard
	Chairman, President and
	 	Melbourne, FL USA 32919
	Chief Executive Officer
	 	phone 1-321-724-3900
	 	 	 
	 
	 	www.harris.com






December 12, 2008




Mr. Jeffrey S. Shuman

140 Lansing Island Drive

Indian Harbour Beach, FL 32937





			
	Subject:	 	Addendum to July 5, 2005 Offer Letter





Dear Jeff:



We recently reviewed your written offer of employment with Harris Corporation (the “Company”) dated
July 5, 2005 (the “Offer Letter”) for compliance with the requirements of section 409A of the
Internal Revenue Code (“section 409A”), which imposes restrictions on nonqualified deferred
compensation arrangements (for this purpose which may include certain payments and benefits
provided to you pursuant to the Offer Letter). Based on that review and our recent discussions, we
desire to amend the Offer Letter in the following respects, effective as of December 31, 2008:




	-  	 	Severance: As indicated in paragraph 13 of the Offer Letter, in
the event of your Company-directed separation from service, other
than for cause (as defined in your Executive Severance Agreement)
or performance reasons, you will receive a cash severance payment
equal to the aggregate of your (i) then current base salary and
(ii) pro-rated incentive compensation. For this purpose,
“pro-rated incentive compensation” shall mean your target
incentive compensation under the Company’s Annual Incentive Plan
(or any successor thereto) for the fiscal year prior to the fiscal
year in which you separate from service, multiplied by a fraction,
the numerator of which is the number of days that you are employed
during the fiscal year during which you separate from service and
the denominator of which is the total number of days during the
fiscal year during which you separate from service. This
severance amount will be paid to you in a lump sum within sixty
(60) days after your separation from service.
	 
	- 	 	 Release of Claims: Notwithstanding any provision within the Offer
Letter to the contrary, it shall be a condition to you receiving
any severance owed to you under the Offer Letter (as described in
the immediately preceding paragraph of this Addendum) that you
shall have executed and delivered to the Company, and not revoked,
a release of claims against the Company, such release to be in the
then standard form of release utilized by the Company.
	 
	- 	 	 Change in Control: As indicated in paragraph 9 of the Offer
Letter, pursuant to your Executive Severance Agreement you are
entitled to three (3) years of base salary and incentive
compensation in the event of a qualifying termination of
employment following a change in
control. You acknowledge that your Executive Severance Agreement will require amendment by
December 31, 2008 to conform to section 409A, and that your amended agreement will be the
same as that offered to other Company Officers (except that yours will retain the provision
for three (3) years of base salary and incentive compensation in the event of a qualifying
termination of employment following a change in control).







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	- 	 	Financial Planning Assistance: In lieu of the tax planning assistance described in
paragraph 11 of the Offer Letter, and the estate planning assistance described in paragraph
12 of the Offer Letter, you will be eligible for financial planning assistance, currently in
an amount not to exceed $7,000 per year. In the event that this benefit is modified in
the future, you will receive this benefit on the same terms and conditions applicable to
other Company Officers.
	 
	- 	 	 Potential Six-Month Payment Delay: For all purposes of the Offer Letter, as modified by
this Addendum, “separation from service” shall have the meaning set forth in Treasury
Regulation §1.409A-1(h) (without regard to any permissible alternative definition thereunder).
Notwithstanding any provision within the Offer Letter to the contrary, in the event that any
payment to be made to you thereunder as a result of your separation from service is determined
to constitute “deferred compensation” subject to section 409A, and you are a “Specified
Employee” under the Harris Corporation Specified Employee Policy for 409A Arrangements at the
time of your separation from service (the “Separation Date”), then no such payment shall be
made during the period beginning on the Separation Date and ending on the date that is six (6)
months following the Separation Date or, if earlier, on the date of your death, if the earlier
making of such payment would result in tax penalties being imposed on you under section 409A.
The amount of any payment that otherwise would be paid to you under the Offer Letter during
this period instead shall be paid to you on the first business day coincident with or next
following the date that is six months and one day following the Separation Date or, if
earlier, within ninety (90) days following your death.





Subject to the amendments set forth in this Addendum, the Offer Letter remains in full force and
effect.



Jeff, I look forward to our continued work together. If you have any questions, please do not
hesitate to contact me.



Sincerely,




/s/ Howard L. Lance                     

Howard L. Lance




Chairman, President and Chief Executive Officer




Acknowledgement and Acceptance:



To acknowledge your acceptance of the amendments to the Offer Letter set forth in this Addendum,
please sign and return the copy provided.



	 	 	 	 	 	 	 
	/s/ Jeffrey S. Shuman
 

Jeffrey S. Shuman

	 	 
	 	12/18/2008
 

Date
	 	 






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