EX-10(f)





Exhibit 10(f)




HARRIS CORPORATION




2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




ARTICLE I — TITLE, PURPOSE AND EFFECTIVE DATE




Section 1.1. Title. The title of this plan shall be the “Harris Corporation 2005
Supplemental Executive Retirement Plan”.



Section 1.2. Purpose. This plan shall constitute an unfunded nonqualified deferred
compensation arrangement established for the purpose of providing deferred compensation for a
select group of management or highly compensated employees (within the meaning of section 201(2) of
ERISA).



Section 1.3. Effective Date. This plan is effective as of January 1, 2009 and shall
govern (i) deferrals described herein for services performed in calendar years commencing on or
after January 1, 2005 (and earnings thereon) and (ii) deferrals under the Prior SERP that were not
earned and vested as of December 31, 2004 (and earnings thereon). All deferrals under the Prior
SERP that were earned and vested as of December 31, 2004, and all earnings credited to such
deferrals at any time (prior to, on or after January 1, 2005) shall be governed by the terms of the
Prior SERP and shall not be subject to the terms of this plan.



ARTICLE II — DEFINITIONS




Each capitalized term used herein shall have the meaning set forth in the Harris Corporation
Retirement Plan, as amended from time to time, except as otherwise set forth below.



2.1. Account — means an account established on the books of the Corporation, pursuant to
Section 5.1, on behalf of a Participant. Subaccounts may be maintained within an Account (i) for
each Plan Year with respect to which deferrals under the SERP are made on behalf of a Participant;
(ii) for various sources of deferrals under the SERP made on behalf of a Participant and (iii) as
otherwise established by the Committee. Unless otherwise determined by the Committee, a
Participant may make separate form of distribution elections under Section 6.3 with respect to
subaccounts within the Participant’s Account.



2.2. Account Balance Plan — means an “account balance plan” as defined in Treasury
Regulation §1.409A-1(c)(2)(i)(A) (whether elective or non-elective in nature) maintained by the
Corporation or an Affiliate, including without limitation, this SERP and the Prior SERP.



2.3. Affiliate — means an entity, other than the Corporation, that would be treated as
part of the group of entities comprising the Corporation under sections 414(b) and (c) of the Code
and accompanying regulations.



2.4. Code — means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.



2.5. Code Limits — means contribution limits under any of section 401(a)(17), 401(k)(3),
401(m)(2)(A), 402(g) or 415 of the Code.



 









 





2.6. Committee — means the Employee Benefits Committee of the Corporation, the members of
which are appointed by the Compensation Committee. Reference herein to the Committee shall include
any person or committee to whom the Committee has delegated any of its authority pursuant to
Section 7.2, to the extent of such delegation.



2.7. Compensation Committee — means the Management Development and Compensation Committee
of the Board of Directors of the Corporation. Reference herein to the Compensation Committee shall
include any person or committee to whom the Compensation Committee has delegated any of its
authority pursuant to Section 7.2, to the extent of such delegation.



2.8. Corporation — means Harris Corporation, a Delaware corporation, or any successor
thereto.



2.9. Election Form — means the form prescribed by the Committee which is completed by a
Participant pursuant to Section 3.2 (which may be in written or electronic form). The Committee
shall specify in the Election Form any limitations with respect to the percentage of the employee’s
compensation that may be deferred in the aggregate under the Retirement Plan and SERP.



2.10. ERISA — means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any regulations promulgated thereunder.



2.11. Fiscal Year — means the fiscal year of the Corporation.



2.12. General Compensation — means “Compensation” as defined in the Retirement Plan,
except that (i) the dollar limitation imposed on tax-qualified plans under section 401(a)(17) of
the Code shall not apply and (ii) PRP Compensation shall be excluded.



2.13. General Compensation Deferral — means a deferral under the SERP equal to (i) General
Compensation that would have been contributed to the Retirement Plan as a pre-tax contribution had
Code Limits not applied and (ii) the matching contribution attributable thereto that would have
been made to the Retirement Plan had Code Limits not applied.



2.14. Investment Committee — means the Investment Committee — Employee Benefit Plans of
the Corporation. Reference herein to the Investment Committee shall include any person or
committee to whom the Investment Committee has delegated any of its authority pursuant to Section
7.2, to the extent of such delegation.



2.15. Matching Deferral — means a deferral under the SERP equal to a matching contribution
that would have been made to the Retirement Plan had section 401(m)(2)(A) or 415 of the Code not
limited the matching contributions made thereunder.



2.16. Newly Eligible Employee — means an employee who (i) newly is eligible to participate
in the SERP and (ii) was not, at any time during the 24-month period ending on the date on which he
or she became eligible to participate in the SERP, eligible to participate in any Account Balance
Plan (irrespective of whether such individual in fact elected to participate in such plan). For
this purpose, an employee is not eligible to participate in an Account Balance Plan solely on
account of the accrual of earnings or interest on amounts previously deferred thereunder.



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2.17. Participant — means an individual who satisfies the requirements of Section 3.1 and,
if applicable, files an Election Form pursuant to Section 3.2.



2.18. Plan Year — means the calendar year.



2.19. Prior SERP — means the Harris Corporation Supplemental Executive Retirement Plan,
effective as of March 1, 2003, as amended from time to time, and under which contributions ceased
effective December 31, 2004.



2.20. Profit Sharing Deferral — means a deferral under the SERP equal to the difference
between (i) the amount of profit sharing contribution that would have been made to the Retirement
Plan had Code Limits not applied and (ii) the amount of profit sharing contribution made to the
Retirement Plan.



2.21. PRP Compensation — means compensation payable to a Participant pursuant to a
Performance Reward Plan (or similar broad-based cash incentive plan) maintained by the Corporation
or an Affiliate.



2.22. PRP Deferral — means a deferral under the SERP equal to the PRP Compensation that
would have been contributed to the Retirement Plan as a pre-tax contribution had Code Limits not
applied.



2.23. Retirement Plan — means the Harris Corporation Retirement Plan, as amended from time
to time.



2.24. Separation from Service — means a termination of employment with the Corporation and
its affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without regard to any
permissible alternative definition thereunder). Notwithstanding any other provision herein,
“affiliate” for purposes of determining whether a Participant has incurred a “Separation from
Service” shall be defined to include all entities that would be treated as part of the group of
entities comprising the Corporation under sections 414(b) and (c) of the Code and accompanying
regulations, but substituting a 50% ownership level for the 80% ownership level set forth therein.



2.25. SERP — means this Harris Corporation 2005 Supplemental Executive Retirement Plan, as
amended from time to time.



2.26. Specified Employee — shall have the meaning set forth in the Harris Corporation
Specified Employee Policy for 409A Arrangements, as amended from time to time, which policy hereby
is incorporated herein.



2.27. Unforeseeable Emergency — means (i) a severe financial hardship to a Participant
resulting from an illness or accident of the Participant, the Participant’s spouse or the
Participant’s dependent (as defined in section 152 of the Code, without regard to sections
152(b)(1), (b)(2) and (d)(1)(B)), (ii) the loss of a Participant’s property due to casualty
(including the need to rebuild a home following damage to a home not otherwise covered by
insurance, irrespective of whether caused by a natural disaster) or (iii) other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Participant. Examples of what may be considered to be Unforeseeable Emergencies include (a)
the imminent foreclosure



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of or eviction from the Participant’s primary residence, (b) the need to pay for medical expenses,
including non-refundable deductibles and the cost of prescription drug medication and (c) the need
to pay for funeral expenses of a Participant’s spouse or dependent.



ARTICLE III — ELIGIBILITY AND PARTICIPATION




3.1. Eligibility. An employee of the Corporation or an Affiliate shall be eligible to
participate in the SERP for a Plan Year if (i) the employee is a participant in the Retirement Plan
and the requirements set forth in (a), (b) or (c) below are satisfied or (ii) the Committee, in its
sole discretion, designates the employee as eligible to participate in the SERP for the Plan Year
and the employee is a member of a select group of management or highly compensated employees
(within the meaning of section 201(2) of ERISA). Notwithstanding the foregoing, an employee of the
Corporation or an Affiliate shall not be eligible to participate in the SERP if the employee has
waived in writing participation in the SERP.



     (a) General Compensation Deferrals. An employee who participates in the Retirement
Plan shall be eligible to have General Compensation Deferrals made under the SERP on his or her
behalf for a Plan Year if the employee’s annual rate of compensation, as in effect at the
commencement of the election period with respect to General Compensation Deferrals for the Plan
Year or at any time thereafter through August 31 of the Plan Year, is at least equal to the
threshold amount for SERP participation in effect at that time as determined by the Committee in
its sole discretion (the “Threshold Compensation Rate”). An employee who attains the Threshold
Compensation Rate after August 31 of a Plan Year (whether as a result of the employee’s hire by the
Corporation or an Affiliate, promotion or any other reason) shall not be eligible to have General
Compensation Deferrals made on his or her behalf with respect to such Plan Year.



     (b) PRP Deferrals. An employee who participates in the Retirement Plan shall be
eligible to have a PRP Deferral made under the SERP on his or her behalf for a Plan Year if the
employee’s annual rate of compensation, as in effect at the commencement of the election period
with respect to PRP Deferrals for the Plan Year, is at least equal to the Threshold Compensation
Rate. An employee who attains the Threshold Compensation Rate after the commencement of the
election period with respect to PRP Deferrals for a Plan Year (whether as a result of the
employee’s hire by the Corporation or an Affiliate, promotion or any other reason) shall not be
eligible to have a PRP Deferral made on his or her behalf with respect to such Plan Year.



     (c) Matching Deferrals and Profit Sharing Deferrals. An employee who participates in
the Retirement Plan shall be eligible to have Matching Deferrals or a Profit Sharing Deferral made
under the SERP on his or her behalf for a Plan Year if the employee’s annual rate of compensation,
as in effect on the date that the Matching Deferral or Profit Sharing Deferral is to be allocated,
is at least equal to the Threshold Compensation Rate.



In the event that the annual rate of compensation of an employee who has elected General
Compensation Deferrals or a PRP Deferral is reduced below the Threshold Compensation Rate,
deferrals on behalf of such employee shall cease (i) with respect to General Compensation earned
during the Plan Year subsequent to the Plan Year during which the Participant’s annual rate of
compensation is so reduced and (ii) with respect to PRP Compensation earned during the



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Fiscal Year subsequent to the Fiscal Year during which the Participant’s annual rate of
compensation is so reduced.



3.2. Participation with respect to General Compensation Deferrals and PRP Deferrals.



     (a) In General. An eligible employee may have General Compensation Deferrals and/or a
PRP Deferral made on his or her behalf for a Plan Year by submitting to the Committee an Election
Form or Election Forms specifying (i) the percentage of the employee’s General Compensation or PRP
Compensation, as applicable, to be deferred in the aggregate under the Retirement Plan and SERP for
the Plan Year, with such deferrals being made to the SERP only to the extent that such deferrals
cannot be made to the Retirement Plan due to Code Limits and (ii) the form in which the
Participant’s deferrals for the Plan Year (and earnings and losses thereon) shall be distributed,
as further described in Section 6.3. Unless otherwise determined by the Committee, an eligible
employee may submit separate Election Forms, and make separate elections, with respect to General
Compensation Deferrals and a PRP Deferral for a Plan Year. In the case of an eligible employee’s
initial Election Form, the eligible employee shall specify the treatment of his or her aggregate
General Compensation Deferrals and PRP Deferrals (and earnings or losses thereon) in the event of a
Change of Control that qualifies as a “change in control event” within the meaning of Treasury
Regulation §1.409A-3(i)(5), as further described in Section 6.7. A Participant who has elected to
have General Compensation Deferrals and/or a PRP Deferral made on his or her behalf, but who fails
to elect on a timely basis a form of distribution with respect to such deferrals (and earnings or
losses thereon) for a particular Plan Year or the treatment of General Compensation Deferrals and
PRP Deferrals (and earnings or losses thereon) in the event of a Change of Control that qualifies
as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), shall be
deemed to have elected, respectively, (i) distribution in installments over a ten-year period and
(ii) distribution in a single sum at the time determined by the Corporation within sixty (60) days
following the date of the Change of Control.



     (b) Submission of Election Form. An Election Form must be completed and submitted to
the Committee in accordance with procedures prescribed by the Committee, but in any event (i) with
respect to General Compensation Deferrals, prior to the commencement of the Plan Year during which
the General Compensation is earned and (ii) with respect to PRP Deferrals, prior to the
commencement of the Fiscal Year during which the PRP Compensation is earned. Notwithstanding the
foregoing, a Newly Eligible Employee may elect to have General Compensation Deferrals made on his
or her behalf under the SERP during the Plan Year of his or her initial eligibility by submitting
an Election Form within 30 days after the date he or she becomes eligible to participate in the
SERP, which mid-year election shall be effective as of the first pay date that is at least 30 days
after the date the election is filed.



     (c) Irrevocability of Elections. A Participant’s elections set forth in an Election
Form shall become irrevocable as of the latest date on which such elections may be made pursuant to
Section 3.2(b). Notwithstanding the foregoing, any election by a Participant to participate in the
SERP in effect on the date when the Participant receives a distribution from the SERP or any other
nonqualified deferred compensation arrangement maintained by the Corporation or an Affiliate on
account of the Participant’s Unforeseeable Emergency, or on the date when the



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Participant receives a withdrawal from the Retirement Plan on account of the Participant’s
hardship, shall be cancelled, effective as of the date of such distribution or withdrawal.



     (d) Rollover of Elections. A Participant’s elections set forth in an Election Form
shall continue in effect from year to year until (i) changed by the Participant with respect to
future General Compensation Deferrals or PRP Deferrals, (ii) cancelled pursuant to Section 3.2(c)
in connection with the Participant’s Unforeseeable Emergency or hardship or (iii) the Participant
ceases to meet the eligibility criteria set forth in Section 3.1. Any election changes by the
Participant with respect to future General Compensation Deferrals or PRP Deferrals shall be made on
a new Election Form (to be submitted in accordance with procedures prescribed by the Committee) and
shall be given effect (i) with respect to General Compensation earned during the Plan Year
subsequent to the Plan Year during which the new Election Form is submitted and (ii) with respect
to PRP Compensation earned during the Fiscal Year subsequent to the Fiscal Year during which the
new Election Form is submitted.


3.3. Participation with respect to Matching Deferrals and Profit Sharing Deferrals. An
eligible employee automatically shall participate in the SERP in connection with, and need not
submit an election form related to, Matching Deferrals or a Profit Sharing Deferral with respect to
a Plan Year. Notwithstanding any election or elections made by a Participant pursuant to Section
6.3 regarding the form of distribution of his or her Account, a Participant’s Matching Deferrals
and Profit Sharing Deferrals (and earnings or losses thereon) shall be distributed in a single sum.
In the event of a Change of Control that qualifies as a “change in control event” within the
meaning of Treasury Regulation §1.409A-3(i)(5), a Participant’s Matching Deferrals and Profit
Sharing Deferrals (and earnings or losses thereon) shall be distributed in a single sum at the time
determined by the Corporation within sixty (60) days following the date of the Change of Control.




ARTICLE IV — ALLOCATIONS




4.1. Deferral due to Code Limits. Any General Compensation Deferral or PRP Deferral
elected by a Participant for a Plan Year, or Matching Deferral or Profit Sharing Deferral
automatically made on behalf of a Participant for a Plan Year, shall be credited to the
Participant’s Account at the same time as such amount would have been contributed to the Retirement
Plan but for the existence of Code Limits.



4.2. Compensation Deferral unrelated to Code Limits. In addition to any General
Compensation Deferral or PRP Deferral that a Participant may elect pursuant to Section 3.2 for a
Plan Year, the Committee, in its sole discretion, may permit a Participant to elect to defer under
this SERP for a Plan Year a portion of his or her compensation to be earned during such year by
completing an election form in accordance with procedures established by the Committee and the
requirements of section 409A of the Code. An amount equal to such portion of the Participant’s
compensation shall be credited to the Participant’s Account at the time determined by the
Committee.



4.3. Deferral with respect to Equity Awards. To the extent that any award or payment
under the Harris Corporation 2000 Stock Incentive Plan, the Harris Corporation 2005 Equity
Incentive Plan or any successor thereto is to be deferred under this SERP pursuant to action of the
Compensation Committee, the amount which is so deferred shall be credited to the Account of



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the affected Participant at the time determined by the Compensation Committee. Any elections by
the Participant in connection therewith shall be made in accordance with procedures established by
the Committee and the requirements of section 409A of the Code.



4.4. Special Awards. The Compensation Committee, in its sole discretion, at any time may
grant a special award under this SERP to any Participant, and an amount equal to the award shall be
credited to the Participant’s Account at the time determined by the Compensation Committee. The
crediting of such award, and any elections by the Participant in connection therewith, shall be
made in accordance with procedures established by the Committee and the requirements of section
409A of the Code.



ARTICLE V— ACCOUNTS AND INVESTMENT




5.1. Establishment of Accounts. An Account shall be established on the books of the
Corporation in the name and on behalf of each Participant. A Participant’s Account shall be
credited in an amount equal to (i) deferrals made on behalf of a Participant pursuant to Section
4.1 in connection with Code Limits, (ii) deferrals of compensation made by a Participant pursuant
to Section 4.2 unrelated to Code Limits, (iii) deferrals pursuant to Section 4.3 in connection with
equity awards; (iv) special awards granted pursuant to Section 4.4, and (v) any deemed investment
gains and losses determined pursuant to Section 5.2.



5.2. Account Investment.



     (a) In General. Each Participant’s Account shall be credited with earnings and losses
experienced by the investment funds elected by such Participant, in accordance with rules and
procedures established by the Committee, from among the investment funds designated by the
Investment Committee from time to time. During any period in which no investment election with
respect to a Participant’s Account, or portion thereof, is on file with the Committee, the
Participant’s Account, or portion thereof, as applicable, shall be deemed to be invested in an
age-appropriate LifeCycle Fund (or such other investment fund designated by the Investment
Committee from time to time).



     (b) Harris Stock. If the Harris Stock Fund is designated by the Investment Committee
as an investment fund hereunder, and except as otherwise determined by the Investment Committee,
(i) a Participant may not elect a deemed investment in the Harris Stock Fund of more than 20% of
the deferrals newly made on his or her behalf under the SERP and (ii) a Participant may not,
pursuant to a change in an investment election, cause more than 20% of the Participant’s Account to
be deemed to be invested in the Harris Stock Fund. If a Participant who is a director or officer
of the Corporation within the meaning of Rule 16a-1(f) under Section 16 of the Securities Exchange
Act of 1934, as amended, elects to have his or her Account credited with earnings and losses
experienced by the Harris Stock Fund (if an available investment fund hereunder), then, unless
otherwise directed by the Investment Committee with respect to all such directors and officers,
such an election with respect to amounts credited during any calendar quarter to such Participant’s
Account shall be an election to have the amounts deemed to be invested in the Stable Value Fund (or
such other investment fund designated by the Investment Committee from time to time) until the
first day of the following calendar quarter and



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on such day shall be an election to have the amounts deemed to be invested in the Harris Stock
Fund.



     (c) Investment Election to Remain in Effect. A Participant’s investment election
shall remain in effect until the Participant changes it. Investment election changes shall be
subject to such limitations as the Committee from time to time may impose (including restrictions
on investment election changes that apply solely to a particular investment fund and restrictions
designed to insure compliance with securities or other laws).



     (d) Timing of Investment Return. A Participant’s Account shall be credited
periodically with amounts equal to the gains and losses that would have been realized by the
Corporation if the Account had been invested as it is deemed to be invested.



ARTICLE VI — VESTING AND DISTRIBUTION




6.1. Vesting. Amounts credited to a Participant’s Account pursuant to Section 4.1 (as
adjusted for deemed earnings and losses pursuant to Section 5.2) shall become vested at the same
time and to the same extent as their corresponding contributions to the Retirement Plan become
vested. Amounts credited to a Participant’s Account pursuant to Section 4.2 (as adjusted for
deemed earnings and losses pursuant to Section 5.2, to the extent applicable) shall become vested
as determined by the Committee. Amounts credited to a Participant’s Account pursuant to Sections
4.3 and 4.4 (as adjusted for deemed earnings and losses pursuant to Section 5.2, to the extent
applicable) shall become vested as determined by the Compensation Committee.



6.2. Time of Distribution.



     (a) In General. Subject to Sections 6.2(b) and 6.4, a Participant shall commence
distribution of his or her vested Account in January of the calendar year immediately following the
later of (i) the calendar year during which the Participant attains age 55 and (ii) the calendar
year during which the Participant Separates from Service.



     (b) Special Rule for Specified Employees. Notwithstanding any provision to the
contrary in this SERP, if a Participant is a Specified Employee as of the date of the Participant’s
Separation from Service and is entitled to payment hereunder on account of such separation, no
payment of the Participant’s vested Account under this SERP (including in connection with the
Participant’s Unforeseeable Emergency or a Change of Control) shall be made before the date which
is six months after the date of the Separation from Service (or, if earlier than the end of such
six-month period, the date of the Participant’s death). Any payment delayed pursuant to the
immediately preceding sentence shall be paid in a single sum during the seventh calendar month
following the calendar month during which the Participant Separates from Service.



6.3. Form of Distribution. A Participant may elect to receive distribution of his or her
vested Account in any one of the following forms:




	 	(1)	 	a single sum;
	 
	 	(2)	 	installments over a three-year period;




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	 	(3)	 	installments over a five-year period;
	 
	 	(4)	 	installments over a seven-year period;
	 
	 	(5)	 	installments over a ten-year period; or
	 
	 	(6)	 	installments over a fifteen-year period.





Installment payments shall be made annually. Subject to Section 6.8, a Participant’s election with
respect to the form of distribution of his or her vested Account shall be irrevocable.



6.4. De Minimis Amounts. Notwithstanding Sections 6.2(a) and 6.3 or any other provision
herein to the contrary, but subject to Section 6.2(b), if at the time of the Participant’s
Separation from Service, the aggregate of (i) the Participant’s vested Account and (ii) the
Participant’s vested interest in any other Account Balance Plan does not exceed the applicable
dollar amount under section 402(g)(1)(B) of the Code at such time, then the Participant’s vested
Account and the Participant’s vested interest in such other Account Balance Plan shall be
distributed in a single sum during the calendar month following the calendar month during which the
Participant Separates from Service.



6.5. Death. If a Participant shall die before his or her entire vested Account is
distributed, then the remaining vested Account shall be paid, at the time and in the manner such
vested Account would have been paid to the Participant, to the beneficiary or the beneficiaries
designated by the Participant in the manner prescribed by the Committee. A Participant may revoke
or change his or her beneficiary designation at any time by filing a new beneficiary designation
with the Committee during his or her lifetime. If a Participant does not designate a beneficiary
under the SERP or if no designated beneficiary survives the Participant, then the Participant’s
vested Account shall be distributed to the beneficiary or beneficiaries entitled to his or her
accounts under the Retirement Plan (or who would be so entitled if the Participant had Retirement
Plan accounts).



6.6. Unforeseeable Emergency. Upon written request by a Participant whom the Committee
determines has suffered an Unforeseeable Emergency, the Committee may, in its sole discretion,
direct payment to the Participant of all or any portion of the Participant’s vested Account. The
circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each
case, but, in any case, payment may not exceed an amount reasonably necessary to satisfy such
Unforeseeable Emergency plus amounts necessary to pay taxes or penalties reasonably anticipated as
a result of such payment after taking into account the extent to which such Unforeseeable Emergency
is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by
liquidation of the Participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship or (iii) by cessation of deferrals hereunder or under any
other Account Balance Plan. A Participant shall provide the Committee with documentation
evidencing the Unforeseeable Emergency. In the event that the Committee approves a withdrawal due
to an Unforeseeable Emergency, payment shall be made to the Participant in a lump sum as soon as
practicable following such approval, but in no event later than ninety (90) days after the
occurrence of the Unforeseeable Emergency. A request for an




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Unforeseeable Emergency withdrawal by a Specified Employee who has Separated from Service shall be
subject to any delay required by Section 6.2(b).



6.7. Change of Control. Notwithstanding any provision to the contrary in this SERP, in
the event of a Change of Control that qualifies as a “change in control event” within the meaning
of Treasury Regulation §1.409A-3(i)(5), a Participant’s vested Account either (i) shall be
distributed to such Participant in a single sum at the time determined by the Corporation within
sixty (60) days following the date of the Change of Control or (ii) shall be transferred to (or
retained in) a grantor trust established by the Corporation and distributed at the same time and in
the same form as such Account would have been distributed if a Change of Control had not occurred,
as determined by the Change of Control election made by the Participant pursuant to Section 3.2(a)
or as set forth in Section 3.3. In the event of a Change of Control that does not qualify as a
“change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), a
Participant’s vested Account shall be transferred to (or retained in) a grantor trust established
by the Corporation and distributed at the same time and in the same form as such Account would have
been distributed if a Change of Control had not occurred. The provisions of this Section 6.7 may
not be amended on or after the date of a Change of Control without the written consent of a
majority of those individuals with Accounts under the SERP on the date of the Change of Control.



6.8. Special Transition Election. Notwithstanding any provision herein to the contrary,
at a time determined by the Committee no later than December 31, 2008 (or any later date permitted
under transition rules under section 409A of the Code), a Participant shall be permitted to change
the form of distribution and Change of Control elections previously made by such Participant with
respect to his or her Account, subject to rules and procedures established by the Committee and all
requirements of section 409A of the Code and guidance provided thereunder.



6.9. Withholding for Taxes. For each calendar year in which a Participant’s compensation
is reduced pursuant to the Participant’s elections under the SERP, the Corporation shall withhold
from the Participant’s payments of compensation any taxes imposed upon the Participant pursuant to
section 3121(v) of the Code in respect to the amount by which the Participant’s compensation is
reduced. The Corporation shall have the right to deduct any federal, state or local income,
employment or other taxes required by law to be withheld with respect to any payments to be made
under the SERP, and to withhold such amounts from any other compensation or payment due the
Participant (or his or her beneficiary).



6.10. Reemployment. The reemployment by the Corporation or an Affiliate of a separated
Participant whose Account is being distributed in the form of installments shall not change the
time or form of payment of the Participant’s unpaid vested Account, which vested Account will
continue to be paid in installments in accordance with the distribution schedule in effect
immediately prior to the Participant’s reemployment.



6.11. Receipt of Distribution by Direct Deposit. As a condition to participation in the
SERP, each eligible employee shall agree to receive any distribution under the SERP in the form of
direct deposit (or other method determined by the Committee).



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ARTICLE VII — ADMINISTRATION




7.1. Authority of Committee. The SERP shall be administered by the Committee. The
Committee shall, in its sole discretion, have the complete authority to interpret the SERP, to
adopt rules for carrying out the purposes of the SERP and to make all other determinations
necessary or advisable for the administration of the SERP. To the extent practicable and
consistent with section 409A of the Code, the SERP shall be administered in a manner consistent
with the administration of the Retirement Plan. Any decision with respect to, or interpretation
of, any provision of the SERP made by the Committee shall be final and conclusive, and shall be
binding on all Participants, their beneficiaries and any other person. Benefits under the SERP
shall be paid only if the Committee decides, in its sole discretion, that the Participant or
beneficiary is entitled to them. A Participant who has any authority to make SERP administrative
decisions may not participate in any such decision that may affect his or her rights or obligations
under the SERP, unless the decision affects all Participants.



7.2. Delegation of Authority. Each of the Compensation Committee, the Committee and the
Investment Committee may delegate any of its responsibilities, powers and duties under the SERP to
any person or committee. The Compensation Committee, the Committee and the Investment Committee
(or any delegate of such committee) may employ such attorneys, agents and advisors as such
committee (or such delegate) may deem necessary or advisable to assist it in carrying out its
duties hereunder.



7.3. Liability. No member of the Compensation Committee, the Committee or the Investment
Committee (and no person or committee to whom any such committee has delegated any of its
responsibilities, powers or duties under the SERP) shall be liable for, and the Corporation hereby
indemnifies such members, persons or committees with respect to the effects and consequences of,
any action or failure to act under the SERP in an official capacity, except where such action or
failure to act was due to willful or gross misconduct or criminal acts.



7.4. Claims Procedure. If any Participant or beneficiary believes he or she is entitled
to benefits under the SERP 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
Committee. Any such claim shall be processed in accordance with, and subject to, the claims
procedure set forth in the Retirement Plan, which is incorporated herein by reference.



7.5. Statute of Limitations for Actions under the SERP. Except for actions to which any
statute of limitations prescribed by ERISA applies, (a) no legal or equitable action relating to a
claim for benefits under section 502 of ERISA with respect to the SERP may be commenced later than
one (1) year after the claimant receives a final decision from the Committee in response to the
claimant’s request for review of an adverse benefit determination (or, if later, one (1) year after
the effective date of this provision, which is January 1, 2009) and (b) no other legal or equitable
action involving the SERP 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
(or, if later, two (2) years after the effective date of this provision, which is January 1, 2009).
This provision shall not bar the SERP or the Corporation from recovering, in accordance with
section 409A of the Code or other applicable law, overpayments of benefits or other amounts



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incorrectly paid to any person under the SERP at any time or bringing any legal or equitable action
against any party.



ARTICLE VIII — GENERAL PROVISIONS




8.1. Amendment and Termination. Subject to Section 6.7, (i) at any time the Compensation
Committee may adopt amendments to the SERP (irrespective of whether such amendments are material or
nonmaterial) or may terminate the SERP, and (ii) at any time the Committee may adopt nonmaterial
amendments to the SERP. Notwithstanding the previous sentence, no amendment or termination of the
SERP shall reduce or cancel any amount credited to any Participant’s Account.



8.2. Anti-Alienation. A Participant’s rights and interest under the SERP may not be
assigned or transferred except by will or the laws of descent or distribution, or as may be
required under ERISA pursuant to a qualified domestic relations order. Any other purported
transfer, assignment, pledge, encumbrance or attachment of any payments or benefits under the SERP
shall not be permitted or recognized and shall be void.



8.3. Funding. The Corporation may, but is not required to, establish a trust to fund the
amounts credited to Accounts under the SERP, provided that the assets in such trust shall be
subject to the claims of the Corporation’s general creditors in the event of insolvency.
Participants (and beneficiaries) shall have no interest in any fund or specific asset of the
Corporation. The rights of each Participant (and beneficiary) to any payments under the SERP shall
be solely those of an unsecured general creditor of the Corporation.



8.4. Inability to Locate Participant or Beneficiary. If, as of the Latest Payment Date,
the Committee is unable to make payment of all or a portion of a Participant’s Account to such
Participant or his or her beneficiary because the whereabouts of such person cannot be ascertained
(notwithstanding the mailing of notice to any last known address or addresses and the exercise by
the Committee of other reasonable diligence), then the portion of the Participant’s Account with
respect to which payment is due shall be forfeited. For this purpose, the “Latest Payment Date”
shall be the latest date on which a Participant’s Account, or portion thereof, as applicable, may
be paid to the Participant or the beneficiary without the imposition of excise taxes and other
penalties under section 409A of the Code.



8.5. Severability. If any provision of the SERP is found illegal or invalid by any court
having proper jurisdiction, then such provision shall be construed by such court to reflect most
nearly the Corporation’s original intent in adopting the SERP, consistent with applicable law, and
the illegality or invalidity shall not affect the remaining provisions of the SERP.



8.6. Not a Contract of Employment. The SERP shall not constitute a contract of employment
or in any manner obligate the Corporation or an Affiliate to continue the employment of any
employee.



8.7. Successors and Assigns. The provisions of the SERP shall bind and inure to the
Corporation and its successors and assigns, as well as each Participant and beneficiary.



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8.8. Applicable Law. The SERP shall be construed and governed in all respects in
accordance with the laws of the State of Florida to the extent that the latter are not preempted by
ERISA or other applicable federal law. Venue for any action arising under the SERP shall be in
Brevard County, Florida.



8.9. Compliance with Section 409A of the Code. The SERP is intended to comply with
section 409A of the Code and shall be administered and interpreted accordingly. In the event that
the SERP does not comply with section 409A of the Code, the Corporation shall have the authority to
amend the terms of the SERP (which amendment may be retroactive to the extent permitted by section
409A of the Code and may be made by the Corporation without the consent of any Participant or
beneficiary) to avoid the imposition of excise taxes, interest and other penalties under section
409A of the Code, to the extent possible. Notwithstanding the foregoing, no particular tax result
for any Participant in connection with participation in the SERP is guaranteed, and the Participant
solely shall be responsible for any taxes, interest, penalties or other losses or expenses incurred
by the Participant in connection with such participation.



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     IN WITNESS WHEREOF, the Harris Corporation Employee Benefits Committee has caused this
instrument to be executed by its duly authorized representative on this 7th day of November, 2008.



	 	 	 	 	 	 	 
	 	 	HARRIS CORPORATION

EMPLOYEE BENEFITS COMMITTEE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John D. Gronda
 

	 	 
	 

	 	Title:
	 	Secretary
 

	 	 






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