EX-10(b)






Exhibit 10(b)




AMENDMENT NO. 1

TO

HARRIS CORPORATION

2005 ANNUAL INCENTIVE PLAN




     WHEREAS, Harris Corporation, a Delaware corporation (the “Corporation”), heretofore
has adopted and maintains the Harris Corporation 2005 Annual Incentive Plan (the “Plan”),
to, among other things, provide annual incentive awards to key employees;



     WHEREAS, pursuant to Section 17 of the Plan, the Board of Directors of the Corporation (the
“Board”) has the authority to amend the Plan; and



     WHEREAS, the Board desires to amend the Plan to comply with the final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended, effective as of January 1,
2009, as follows:



     1. Section 7 hereby is amended in its entirety to read as follows:




     “7. Payment of Annual Incentive Award.




     (a) Payments. Payment of any amount to be paid to a Participant based upon the
degree of attainment of the applicable Performance Objectives shall be made in a lump
sum cash payment at such time as the Committee may in its discretion determine.
Notwithstanding the foregoing, in no event will the payment of such amounts be made
earlier than the day immediately following the end of the Plan Year or later than the
15th day of the third month following the end of the Plan Year.




     (b) Termination of Employment. Except to the extent otherwise provided by the
Committee, if a Participant’s employment with the Company, any Subsidiary or any
Affiliate, is terminated for any reason prior to the last day of a Plan Year, then,
except in the case of death, disability, normal retirement or involuntary termination
without cause, or except as provided in Section 13, the Participant shall forfeit the
Award and shall not be entitled to a payment of the annual incentive award. If a
Participant’s employment is terminated during the Plan Year due to death, disability,
normal retirement or involuntary termination without cause, the Participant shall be
entitled to a pro-rated payment of the annual incentive award that would have been
payable if the Participant had been a Participant on the last day of the Plan Year. If
a Participant is entitled to a payment of the annual incentive award pursuant to the
preceding sentence, such amount shall be prorated based on the number of days the
individual was a Participant in the Plan for such Plan Year and shall be paid at the
same time and in the same manner as such payment would have been made if the Participant
had been a Participant on the last day of the Plan Year. For purposes of this Plan, a
leave of absence, approved by the Committee, shall not be deemed to be a termination of
employment.”



 









 





     2. Section 13(a) hereby is amended in its entirety to read as follows:




     “(a) Amount of Award. Notwithstanding anything to the contrary provided elsewhere
herein, in the event of a “Change of Control” of the Company, as defined in Section
13(c), then an Award for the Plan Year during which the Change of Control is effective
shall equal an amount not less than the target annual incentive award as originally
approved for the Plan Year, notwithstanding actual results or any changes or
modifications occurring after any such Change of Control.”



     3. Section 13 hereby is amended to add the following new subsection (b) and the Plan’s
sections and section references hereby are renumbered accordingly:




     “(b) Timing of Payment. Notwithstanding anything to the contrary provided
elsewhere herein, in the event of a “Change of Control” of the Company, as defined in
Section 13(c), that qualifies as a “change in control event” within the meaning of
Treasury Regulation §1.409A-3(i)(5), the Company shall pay any Awards for the Plan Year
during which the Change of Control is effective in a lump sum as promptly as practicable
following such effective date, but in no event later than the earlier of (i) the
90th day following the effective date of the Change of Control and (ii) the
15th day of the third month following the end of the Plan Year during which
the Change of Control is effective. In the event of a “Change of Control” of the
Company, as defined in Section 13(c), that does not qualify as a “change in control
event” within the meaning of Treasury Regulation §1.409A-3(i)(5), the Company shall pay
any Awards for the Plan Year during which the Change of Control is effective in a lump
sum at the time set forth in Section 7(a).”



     4. Section 14 hereby is amended to insert the phrase “but subject to the requirements of
Section 409A of the Code,” immediately after the phrase “the Committee may, in its discretion,” set
forth in the last sentence thereof.



     5. Section 15 hereby is amended to insert the phrase “, including without limitation, Section
409A of the Code,” immediately after the phrase “subject to applicable law” set forth in clause
(ii) of the last sentence thereof.



     6. Section 16(a) hereby is amended in its entirety to read as follows:




     “(a) Section 162(m) Related Deferral. Notwithstanding anything contained herein to the
contrary, if permitted under Section 409A of the Code, in the event that all or a portion of
an annual incentive award shall be ineligible for treatment as “other performance-based
compensation” under Section 162(m) of the Code, the Committee, in its sole discretion, shall
have the right, with respect to any Executive Officer who is a “covered employee” under
Section 162(m) of the Code, to defer such Executive Officer’s receipt of payment of his or
her annual incentive award until the Executive Officer is no longer a “covered employee” or
until such time as shall be determined by the Committee, provided that the Committee may
effect such a deferral only in a situation where the Company reasonably anticipates that it
would be prohibited a deduction under Section



2









 







162(m) of the Code and such deferral shall be
limited to the portion of the award that reasonably is anticipated not to be deductible.”



     7. Section 16(b) hereby is amended to insert the word “written” immediately prior to the
phrase “rules and procedures” set forth in the last sentence thereof.



     APPROVED AND AUTHORIZED BY THE BOARD OF DIRECTORS as of the 24th day of October,
2008.



	 	 	 	 	 
	 

	 	HARRIS CORPORATION	 	 
	 
	 	 	 	 
	 

	 	/s/ Jeffrey S. Shuman
	 	 
	 

	 	 	 	 
	 

	 	Jeffrey S. Shuman	 	 
	 

	 	Vice President, Human Resources and Corporate Relations	 	 






	 	 	 
	ATTEST:
	 	 
	 
	 	 
	/s/ Scott T. Mikuen
 

Secretary

12-30-08

	 	 






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