exv10w4






Exhibit 10.4




HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

(As Amended and Restated Effective August 27, 2010)



1. Purpose of the Plan. The purpose of the Harris Corporation 2005 Equity Incentive Plan is to
promote the long-term growth and performance of the Company and to increase shareholder value by
providing long-term incentive awards to employees and directors. The Plan is intended to: (i)
further align the interests of employees and directors with those of the shareholders by providing
incentive compensation opportunities which may be tied to the performance of the Common Stock and
by encouraging Common Stock ownership by officers, employees, and directors; and (ii) assist in the
attraction, retention and motivation of selected individuals. The Plan is hereby amended and
restated, effective August 27, 2010.



2. Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the
meanings specified below:




     “Affiliate” means any entity that is directly or indirectly controlled by the Company or any
entity in which the Company has a significant ownership interest, as determined by the Board
Committee.



     “Award” means a Cash-Based Unit, Deferred Unit, Option, Performance Share, Performance Unit,
Restricted Stock, Restricted Unit, Stock Appreciation Right, or other Share-Based Award granted
under the Plan.



     “Award Agreement” means any written or electronic agreement or other certificate, instrument,
notice or document setting forth the terms and conditions of an Award granted to a Participant and
includes any Cash-Based Unit Award Agreement, Deferred Unit Award Agreement, Option Agreement,
Performance Share Award Agreement, Performance Unit Award Agreement, Restricted Stock Award
Agreement, Restricted Unit Award Agreement, and Stock Appreciation Right Agreement. The Board
Committee may, but need not, require an Award Agreement to be signed by a Participant as a
precondition to receiving an Award.



     “Board” means the Board of Directors of the Company.



     “Board Committee” means a committee of the Board designated by the Board to administer the
Plan which shall be comprised solely of three or more Independent Directors, and which initially
shall be the Management Development and Compensation Committee of the Board.



     “Cash-Based Unit” means an award denominated in units, granted pursuant to Section 5.1, where
each unit is equal in value to $1.00 or such other value as is determined by the Board Committee.



     “Cash-Based Unit Award Agreement” shall have the meaning set forth in Section 5.1.



     “Change in Control” shall have the meaning set forth in Section 11.



     “Code” means the Internal Revenue Code of 1986, as amended.




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     “Common Stock” means the common stock of the Company, $1.00 par value per share, or such other
class of shares or securities as to which the Plan may be applicable pursuant to Section 3.2.




     “Company” means Harris Corporation, a Delaware corporation.



     “Deferred Unit” means an award denominated in units, granted pursuant to Section 10.1, where
each unit is equal in value to one Share.



     “Deferred Units Account” means a bookkeeping account in the name of a Non-Employee Director
established pursuant to Section 10.1 to which Deferred Units are credited.



     “Deferred Unit Award Agreement” shall have the meaning set forth in Section 10.1.



     “Director” means a member of the Board.



     “Dividend Equivalents” means, on any record date, the amount of cash or other distributions
(but excluding any distributions of Common Stock) equal in value to the dividends or distribution
payable on shares of Common Stock as declared by the Board with respect to such dividend or
distribution payment date.



     “Employee” means an employee of the Company, any Subsidiary or any Affiliate, including any
officers or Executive Officers (whether or not a Director), who is treated as an employee in the
personnel records of the Company or its Subsidiaries or Affiliates for the relevant period, but
shall exclude individuals who are classified by the Company, any Subsidiary or any Affiliate as (i)
leased or otherwise employed by a third party; (ii) independent contractors; or (iii) intermittent
or temporary, in each case even if any such classification is changed retroactively as a result of
an audit, litigation, or otherwise. Notwithstanding the foregoing, for purposes of Awards made
pursuant to Section 12(b), the term “Employee” shall also include any person who provides services
to the Company, any Subsidiary or any Affiliate that are equivalent to those typically provided by
an employee.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Executive Officer” means any Participant the Board has designated as an executive officer of
the Company for purposes of reporting under Section 16 of the Exchange Act.



     “Fair Market Value” means, as of any particular date, the fair market value of a Share on such
date as determined by the Board Committee. Unless otherwise determined by the Board Committee, the
fair market value of a Share shall be the closing price per Share of the Common Stock as reported
on the New York Stock Exchange consolidated transaction reporting system on the applicable date or,
if no such closing price is available on such date, on the preceding day upon which such closing
price is available.



     “Full-Value Awards” means Awards that result in the Company transferring the full value of any
underlying Share granted pursuant to an Award. Full-Value Awards will include all Cash-Based Units,
Deferred Units, Performance Shares, Performance Units, Restricted Stock, Restricted Units, and all
other Share-Based Awards, but will not include Options or SARs.



     “Grant Date” means the date on which the grant of an Award is made by the Board Committee, or
such later date as the Board Committee may specify to be the effective date of an Award.



     “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
within



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the meaning of Section 422 of the Code.


     “Independent Director” means a Director who is not an Employee and who qualifies as (i) a
“Non-Employee Director” under Rule 16b-3(b)(3) under the Exchange Act, (ii) an “outside director”
under Section 162(m) of the Code, and (iii) an “Independent Director” under the rules and listing
standards adopted by the New York Stock Exchange or any other exchange upon which the Common Stock
is listed for trading.



     “Non-Employee Director” means a Director who is not an Employee.



     “Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.



     “Option” means an option to purchase shares of Common Stock granted pursuant to Section 7.1.
Options granted under the Plan may be Incentive Stock Options or Non-Qualified Stock Options.



     “Option Agreement” shall have the meaning set forth in Section 7.1.



     “Option Price” means the purchase price of each Share underlying an Option.



     “Participant” means any Employee or Non-Employee Director holding an outstanding Award.



     “Performance Objectives” means the performance objectives established pursuant to the Plan for
Participants who have received Awards that are subject to the achievement of performance
objectives. Performance Objectives may be described in terms of Company-wide objectives or
objectives that are related to the performance of the individual Participant or the Subsidiary,
division, business unit, department or function with the Company in which the Participant is
employed. Performance Objectives may be measured on an absolute or relative basis. Relative
performance may be measured by a group of peer companies or by a financial market index. The Board
Committee may grant Awards subject to Performance Objectives that are Qualified Performance-Based
Awards or are not Qualified Performance-Based Awards. Any Performance Objectives applicable to a
Qualified Performance-Based Award shall be based on one or more, or a combination of the following
criteria: return on equity; diluted earnings per share; total earnings; earnings growth; return on
capital; return on invested capital*; return on assets; return on sales; earnings before
interest and taxes; earnings before interest, taxes, depreciation and amortization*; revenue;
revenue growth; gross margin; return on investment; increase in the fair market value of shares;
share price (including, but not limited to, growth measures and total stockholder return);
operating profit; net earnings; margins*; new product introduction*; business efficiency measures*;
sustainability, including energy or materials utilization*; cash flow (including, but not limited
to, operating cash flow and free cash flow); inventory turns; financial return ratios; market
share; earnings measures/ratios; economic value added; balance sheet measurements (such as
receivable turnover); internal rate of return; customer satisfaction surveys; or productivity.
Performance Objectives applicable to Awards that are not Qualified Performance-Based Awards shall
not be limited to the categories listed above, and with respect to such Awards the Board Committee
may designate any other types or categories of Performance Objectives as it shall determine,
including categories involving individual performance and subjective targets. With respect to an
Award intended to be a Qualified Performance-Based Award, the Board Committee shall establish in
writing the Performance Objectives and any related formula or matrix not later than ninety (90)
calendar days after the beginning of the Performance Period and otherwise shall satisfy the
applicable requirements under Section 162(m) of the Code.



     “Performance Period” means the period of time (not less than one year) established by the
Board





 




			
	*	 	These Performance Objectives are subject to
approval by the shareholders of the Company.




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Committee for achievement of Performance Objectives under Section 5.1.



     “Performance Share” means an award granted pursuant to Section 5.1 of actual Shares issued to
a Participant that is evidenced by book-entry registration or a certificate in the name of the
Participant and to be settled in Shares.




     “Performance Share Award Agreement” shall have the meaning set forth in Section 5.1.



     “Performance Unit” means an award, denominated in units, granted pursuant to Section 5.1,
where each unit is equal in value to one Share.



     “Performance Unit Award Agreement” shall have the meaning set forth in Section 5.1.



     “Permitted Transferees” shall have the meaning set forth in Section 13.5.



     “Plan” means this Harris Corporation 2005 Equity Incentive Plan (as amended and restated
effective August 27, 2010) and as further amended from time to time.



     “Plan Effective Date” shall have the meaning set forth in Section 13.17(a).



     “Predecessor Plans” shall mean (i) the Harris Corporation 2000 Stock Incentive Plan (the “2000
Stock Incentive Plan”), as in effect on the Plan Effective Date, and (ii) the Harris Corporation
Stock Incentive Plan, as in effect on the effective date of the 2000 Stock Incentive Plan.



     “Qualified Performance-Based Award” means any Award or portion of an Award that is intended to
satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the
Code.



     “Restricted Stock” means an award granted pursuant to Section 6.1 of actual Shares issued to a
Participant that is evidenced by book-entry registration or a certificate in the name of the
Participant and to be settled in Shares.



     “Restricted Stock Award Agreement” shall have the meaning set forth in Section 6.1.



     “Restricted Unit” means an award, denominated in units, granted pursuant to Section 6.1, where
each unit is equal in value to one Share.



     “Restricted Unit Award Agreement” shall have the meaning set forth in Section 6.1.



     “Restriction Period” means the period of time specified in an Award Agreement during which
certain restrictions as to vesting and as to the sale or other disposition of Restricted Stock or
Restricted Units awarded under the Plan remain in effect under Section 6.1. If the Restriction
Period will lapse by the passage of time, each such grant or sale of Restricted Stock or Restricted
Units will be subject to a Restriction Period of not less than three years, as determined by the
Board Committee at the Grant Date, but to the extent permitted by Section 409A of the Code, such
Restriction Period may be modified or lapse earlier in the event of a Change in Control.



     “Share-Based Award” means any award granted under Section 9.



     “Share Change” shall have the meaning set forth in Section 3.2.




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     “Shares” means shares of Common Stock, subject to adjustments made under Section 3.2 or by
operation of law.


     “Stock Appreciation Right” or “SAR” means the right to receive a cash payment and/or Shares
from the Company equal in value to the excess of the Fair Market Value of a stated number of Shares
at the exercise date over a fixed price for such Shares, which right is granted pursuant to Section
8.1.



     “Stock Appreciation Right Agreement” shall have the meaning set forth in Section 8.1.



     “Subsidiary” means 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; provided that in the
case of an Incentive Stock Option, means a “subsidiary corporation,” whether now or hereafter
existing as defined in Section 424(f) of the Code.



     “Substitute Awards” means Awards granted in assumption of, or in substitution or exchange for,
outstanding awards previously granted by an entity acquired by the Company or with which the
Company combines. Any such assumption, substitution or exchange shall occur in compliance with the
requirements of Section 409A of the Code (to the extent applicable thereto), including without
limitation, with respect to Options and SARs, the requirements of Treasury Regulation
§1.409A-1(b)(5)(v)(D).


3. Shares Subject to Plan.




     3.1 Shares Available for Awards.



          (a) Maximum Share Limitations. Subject to adjustment as provided in Section 3.2, the maximum
aggregate number of Shares that may be issued or delivered under the Plan is Twenty Million
(20,000,000) Shares. Any Shares underlying Full-Value Awards that are issued or delivered under
the Plan shall be counted against the Twenty Million (20,000,000) Share limit described above as
1.60 Shares for every one Share issued or delivered in connection with such Award. To the extent
that a Share that was subject to an Award that counted as 1.60 Shares against the Plan reserve
pursuant to the preceding sentence becomes again available for grant under the Plan as set forth in
Section 3.1(b), the Plan reserve shall be credited with 1.60 Shares. In no event shall the number
of Cash-Based Units required to be delivered to a Participant in Shares exceed the dollar value of
the maximum number of Cash-Based Units that could be earned divided by one-half of the Fair Market
Value of a Share on the Grant Date. Subject to adjustment pursuant to Section 3.2, no more than
Seven Million (7,000,000) Shares shall be available for issuance pursuant to Incentive Stock
Options under the Plan. Subject to adjustment pursuant to Section 3.2, no more than One Million
(1,000,000) Shares may be issued or delivered as Share-Based Awards under Section 9 and no more
than One Million (1,000,000) Shares may be issued or delivered to Non-Employee Directors under
Section 10. Shares to be issued or delivered pursuant to the Plan may be authorized and unissued
Shares, treasury Shares, or any combination thereof.




          (b) Forfeitures, Terminations and Cash-Outs. In addition to the Shares authorized in Section
3.1(a), to the extent any Shares under the Predecessor Plans are forfeited, or any award under the
Predecessor Plans otherwise terminates without the issuance of some or all of the Shares underlying
the award to a participant or if any option under the Predecessor Plans terminates without having
been exercised in full, the Shares underlying such award, to the extent of any such forfeiture or
termination, shall be available for future grant under the Plan and credited toward the Plan limit.
Further, for the avoidance of doubt, to the extent any Cash-Based Units, Deferred Units,
Performance Shares, Performance Units, Restricted Units, Restricted Stock, or Share-Based Awards
subject to an Award hereunder are forfeited, or any such Award otherwise
terminates




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without the issuance or delivery of some or all of the Shares underlying the Award to a
Participant, or if any Option or SAR terminates without having been exercised in full, the Shares
underlying such Award, to the extent of any such forfeiture or termination, shall again be
available for grant under the Plan. If the benefit provided by any Award granted under the Plan is
(or can only be) paid in cash, any Shares that were (or are) covered by that Award shall again be
available for grant under the Plan.



          (c) Limitations on Reissuance of Shares. Shares that are tendered, whether by physical
delivery or by attestation, to the Company by a Participant as full or partial payment of the
exercise or purchase price of any Award or in payment of any applicable withholding for Federal,
state, city, local, or foreign taxes incurred in connection with the exercise or earning of any
Award under the Plan or under the Predecessor Plans will not become available for future grants
under the Plan. With respect to Stock Appreciation Rights, when a Stock Appreciation Right is
exercised and settled in Shares, the Shares subject to such Stock Appreciation Right shall be
counted against the Shares available for issuance under the Plan as one Share for every one Share
subject thereto, regardless of the number of Shares used to settle the SAR upon exercise.




          (d) Individual Participant Limitations. Subject to adjustment pursuant to Section 3.2, the
maximum number of Shares with respect to which Options and Stock Appreciation Rights may be granted
to any one Participant during any fiscal year shall be One Million (1,000,000) Shares in the
aggregate, including grants under the Predecessor Plans. Subject to adjustment pursuant to Section
3.2, the initial targeted number of Shares subject to awards of Performance Shares, Performance
Units or other Full-Value Awards (that are subject to Performance Objectives) granted to any one
Participant during any fiscal year shall not exceed Five Hundred Thousand (500,000) Shares in the
aggregate, including grants under the Predecessor Plans, and in no event shall the number of Shares
ultimately issued to a Participant pursuant to such awards of Performance Shares, Performance Units
or other Full-Value Awards (that are subject to Performance Objectives) exceed 200% of the initial
targeted number of Shares. In no event will any Participant in any fiscal year receive awards of
Cash-Based Units having an aggregate maximum value as of their respective Grant Dates in excess of
$6,000,000.




          (e) Substitute Awards. Any Common Stock or Award issued by the Company through the assumption
or substitution of outstanding grants from a corporation or entity acquired by or combined with the
Company shall not reduce the Shares available for Awards under the Plan.




     3.2 Adjustments.



          (a) Adjustment to Common Stock. In the event of a stock dividend, stock split, reverse stock
split, share combination or similar events, altering the value of a Share, or the number of Shares
outstanding (each, a “Share Change”), the maximum aggregate number of Shares that may be issued and
delivered under the Plan, the maximum Award limitations set forth in the Plan, the number of Shares
subject to outstanding Awards and the exercise price, base price, purchase price or Option Price
and other relevant provisions of the Plan and outstanding Awards shall be proportionately and
automatically adjusted as necessary to reflect the Share Change and to preserve the value of the
Awards. Such adjustment shall be made by the Board Committee or the Board, whose determination in
that respect shall be final, binding and conclusive. Any adjustment pursuant to this Section
3.2(a) shall be made in compliance with the requirements of Section 409A of the Code (to the extent
applicable thereto), including without limitation, with respect to Options and SARs, the
requirements of Treasury Regulation §1.409A-1(b)(5)(v)(D).




          (b) Reorganizations, Mergers, Etc. Subject to Section 12, the maximum aggregate number of
Shares that may be issued and delivered under the Plan, the maximum Award limitations set forth in
the Plan, the number of Shares subject to outstanding Awards and the exercise price, base price,
purchase price or Option






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Price and other relevant provisions of the Plan and outstanding Awards shall be adjusted by
the Board Committee or the Board, in its discretion to reflect a change in the capitalization of
the Company, including but not limited to, a recapitalization, repurchase, rights offering,
reorganization, merger, consolidation, combination, exchange of shares, spin-off, spin-out,
extraordinary cash dividends, or other distribution of assets to shareholders or other similar
corporate transaction or event. To the extent deemed equitable and appropriate by the Board,
subject to any required action by shareholders, in any merger, consolidation or reorganization,
liquidation, or dissolution, any Award shall pertain to the securities or other property which a
holder of the number of Shares covered by the Award would have been entitled to receive in
connection with such event. Moreover, in the event of any such transaction or event, the Board, in
its discretion, may provide in substitution for any or all outstanding Awards under the Plan such
alternative consideration (including cash), if any, as it, in good faith, may determine to be
equitable in the circumstances and may require in connection therewith the surrender of all Awards
so replaced. Any adjustment or substitution pursuant to this Section 3.2(b) shall be made in
compliance with the requirements of Section 409A of the Code (to the extent applicable thereto),
including without limitation, with respect to Options and SARs, the requirements of Treasury
Regulation §1.409A-1(b)(5)(v)(D).



4. Administration of Plan; Eligibility.




     4.1 Administration by the Board and Board Committee.



          (a) Powers of Board Committee; Discretion. The Plan shall be administered by the Board
Committee. Subject to the terms of the Plan, the Board Committee shall have such powers and
authority as may be necessary or appropriate for the Board Committee to carry out its functions as
described in the Plan. The Board Committee shall have the authority in its discretion to determine:
(i) which individuals shall receive Awards, (ii) the types of Awards to be made under the Plan,
(iii) the number of Shares underlying Awards or amount of cash, in the case of Cash-Based Unit
Awards, (iv) the other terms and conditions of such Awards, including the Option Price, exercise,
base or purchase price of an Award (if any), the time or times at which an Award will become
vested, exercisable or payable, the Performance Objectives and other terms and conditions of an
Award, and (v) whether the Performance Objectives have been achieved. Determinations by the Board
Committee under the Plan, including, without limitation, determinations of the Participants, the
form, amount, and timing of Awards, and the terms and provisions of Awards and the Award Agreements
evidencing Awards, need not be uniform and may be made selectively among Participants and
individuals who receive or are eligible to receive Awards. The Board Committee shall have the full
power, discretion and authority to interpret the Plan and the Award Agreements, to establish,
amend, and rescind any rules and regulations relating to the Plan, to prescribe the form of any
Award Agreement or instrument executed in connection herewith, and to make all other determinations
that it deems necessary or advisable for the administration of the Plan. The Board Committee may
impose conditions with respect to an Award, such as limiting solicitation of employees or former
employees or limiting competitive employment or other activities. The Board Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award or Award
Agreement in the manner and to the extent it shall deem desirable to carry it into effect. All
such interpretations, rules, regulations and determinations shall be final, conclusive and binding
on all persons (including the Company and Participants) and for all purposes. Notwithstanding
anything in the Plan to the contrary, the Board Committee designated by the Board to administer the
Plan may be different for purposes of administering Awards made to Employees and Awards made to
Non-Employee Directors.




          (b) Board Authority. If the Board Committee does not exist, or for any other reason
determined by the Board, the Board may take any action under the Plan that would otherwise be the
responsibility of the Board Committee.






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          (c) Delegation. The Board Committee shall have the right, from time to time, to delegate to
one or more officers of the Company the authority of the Board Committee to grant and determine the
terms and conditions of Awards granted under the Plan, subject to the requirements of Section
157(c) of the Delaware General Corporation Law (or any successor provision) and such other
limitations as the Board Committee shall determine. The Board Committee may also, either
concurrently or otherwise, delegate all or any portion of such authority to a committee of the
Board consisting of or including any one or more Directors who also serve as officers of the
Company. In no event shall any such delegation of authority be permitted with respect to Awards to
any Director, Executive Officer or any person subject to Section 162(m) of the Code. The Board
Committee shall also be permitted to delegate, to any appropriate officer or employee of the
Company, responsibility for performing certain ministerial functions under the Plan. In the event
that the Board Committee’s authority is delegated to officers or employees in accordance with the
foregoing, all references in the Plan relating to the Board Committee shall be interpreted in a
manner consistent with the foregoing by treating any such reference as a reference to such officer
or employee for such purpose. Any action undertaken in accordance with the Board Committee’s
delegation of authority hereunder shall have the same force and effect as if such action was
undertaken directly by the Board Committee and shall be deemed for all purposes of the Plan to have
been taken by the Board Committee.




          (d) Limitation on Liability. No member of the Board or Board Committee nor any officer or
employee delegated authority by the Board Committee pursuant to Section 4.1(c), shall be liable for
any action or determination made in good faith by the Board or Board Committee or such officer or
employee with respect to the Plan or any Award.




     4.2 Eligibility. All Employees and Non-Employee Directors are eligible to be designated by
the Board Committee to receive Awards and become Participants under the Plan; provided, however,
that only Non-Employee Directors are eligible to receive Deferred Units under Section 10 and all
Non-Employee Directors are eligible to receive such Deferred Units without regard to whether the
Board Committee has designated a Non-Employee Director as eligible to receive Deferred Units; and
provided further, that an employee of an Affiliate shall be designated by the Board Committee as a
recipient of an Option or SAR only if Common Stock qualifies, with respect to such recipient, as
“service recipient stock” within the meaning set forth in Section 409A of the Code. In selecting
Employees and Non-Employee Directors to be Participants and in determining the type and amount of
Awards to be granted under the Plan, the Board Committee shall consider any and all factors that it
deems relevant or appropriate.


5. Performance Share Awards, Performance Unit Awards and Cash-Based Unit Awards.




     5.1 Awards. Performance Share Awards, Performance Unit Awards and Cash-Based Unit Awards may
be granted, from time to time, to such Employees and Non-Employee Directors as may be selected by
the Board Committee. Except as provided in Section 11 or as otherwise provided or determined by
the Board Committee, the release of such Performance Share Awards or the payment of Cash-Based Unit
Awards, and Performance Unit Awards, as applicable, to the Participant subject to such awards shall
be contingent upon (i) the degree of attainment of the applicable Performance Objectives during the
Performance Period as shall be determined by the Board Committee, (ii) the expiration of the
Performance Period, and (iii) such other terms and conditions as set forth in the applicable Award
Agreement. Each award under this Section 5.1 of Performance Shares shall be evidenced by an Award
Agreement (“Performance Share Award Agreement”), each award under this Section 5.1 of Performance
Units shall be evidenced by an Award Agreement (“Performance Unit Award Agreement”), and each award
under this Section 5.1 of Cash-Based Unit Awards shall be evidenced by an Award Agreement
(“Cash-Based Unit Award Agreement”), which shall specify or confirm the applicable Performance
Objectives, the Performance Period, forfeiture conditions and such other terms and conditions as
the Board Committee shall determine. The Board Committee may determine





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performance levels pursuant to which the number of Performance Shares, Performance Units, or
Cash-Based Units earned may be less than, equal to, or greater than, the number of Performance
Shares, Performance Units, or Cash-Based Units awarded based upon the Performance Objectives stated
in the award.



     5.2 Payouts.



          (a) Performance Shares. Performance Shares that have been earned shall immediately become
nonforfeitable and the Shares underlying such award of Performance Shares shall be released by the Company to the Participant without restrictions on transfer. The Shares released by the Company
hereunder may, at the Company’s option, be either (i) evidenced by a certificate registered in the
name of the Participant or his or her designee; or (ii) credited to a book-entry account for the
benefit of the Participant maintained by the Company’s stock transfer agent or its designee.




          (b) Performance Units and Cash-Based Units. Performance Units and Cash-Based Units shall
become payable to a Participant at the time or times determined by the Board Committee and set
forth in the Performance Unit Award Agreement or the Cash-Based Unit Award Agreement, as the case
may be. Payout of a Performance Unit Award or a Cash-Based Unit Award may be made, at the
discretion of the Board Committee, in Shares or in cash, or in a combination thereof. Any cash
payout of a Performance Unit Award shall be made based upon the Fair Market Value of the Common
Stock, determined on such date or over such time period as determined by the Board Committee. Any
payout of a Cash-Based Unit Award in Shares shall be made based upon the Fair Market Value of the
Common Stock, determined on such date or over such time period as determined by the Board
Committee.




     5.3 Rights as Shareholders.



          (a) Performance Shares — Voting. Subject to the provisions of the applicable Performance
Share Award Agreement and unless otherwise provided or determined by the Board Committee, during
the Performance Period Participants may exercise full voting rights with respect to all Performance
Shares granted under Section 5.1 hereof.




          (b) Performance Units and Cash-Based Units. Subject to the provisions of the applicable
Performance Unit Award Agreement or Cash-Based Unit Award Agreement, and unless otherwise provided
or determined by the Board Committee, Participants shall not have any rights as a shareholder with
respect to Shares underlying a Performance Unit or Cash-Based Unit until such time, if any, as any
underlying Shares are actually issued to the Participant, which may, at the option of the Company
be either (i) evidenced by delivery of a certificate registered in the name of the Participant or
his or her designee; or (ii) credited to a book-entry account for the benefit of the Participant
maintained by the Company’s stock transfer agent or its designee.




          (c) Dividend Equivalents. No dividends or Dividend Equivalents shall be paid on outstanding
unvested or unearned Performance Shares or Performance Units. However, the Board Committee may
specify that a Performance Share or Performance Unit will accrue Dividend Equivalents in an amount
equal to the cash dividends or other distribution, if any, which are paid with respect to issued
and outstanding shares of Common Stock during the Performance Period. If Dividend Equivalents are
included with a Performance Share Award or Performance Unit Award, the Dividend Equivalents will,
as determined by the Board Committee, be paid in cash or shares of Common Stock at the time of
vesting of such Performance Shares and at the time of payout of such Performance Units. Dividend
Equivalents will, in such case, be paid with respect to all Performance Shares that have vested or
Performance Units that are paid out. No Dividend Equivalents will be paid on Performance Shares or
Performance Units that are forfeited or cancelled. The Board Committee may also specify that
Dividend Equivalents will be deemed to be reinvested in Common Stock.





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Dividend Equivalents which are deemed reinvested in Common Stock will be converted into additional
Performance Shares or Performance Units and payment of the Performance Shares or Performance Units
shall include the value of such additional Performance Shares or Performance Units. No interest
shall be paid on a Dividend Equivalent or any part thereof.




     5.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, the number of Performance Shares or Performance Units (and in each case,
accrued Dividend Equivalents thereon, if any) to which the Participant shall be entitled, and the
number of Cash-Based Units, if any, to which the Participant shall be entitled, shall be determined
in accordance with the applicable
Award Agreement. All remaining Performance Shares, Performance
Units or Cash-Based Units as to which the Participant may not be entitled, as well as any accrued
Dividend Equivalents on such Performance Shares or Performance Units, shall be forfeited, subject
to such exceptions, if any, authorized by the Board Committee.




     5.5 Transfer of Employment. If a Participant transfers employment from one business unit of
the Company or any of its Subsidiaries or Affiliates to another business unit during a Performance
Period, such Participant shall be eligible to receive such number of Performance Shares,
Performance Units or Cash-Based Units, as well as any accrued Dividend Equivalents, as the Board
Committee may determine based upon such factors as the Board Committee in its sole discretion may
deem appropriate.


6. Restricted Stock Awards and Restricted Unit Awards.




     6.1 Awards. Restricted Stock Awards and Restricted Unit Awards, subject to such Restriction
Period and such other restrictions as to vesting and otherwise as the Board Committee shall
determine, may be granted, from time to time, to such Employees and Non-Employee Directors as may
be selected by the Board Committee. To the extent permitted by Section 409A of the Code, the Board
Committee may, in its sole discretion at the time of the grant of the award of Restricted Stock or
Restricted Units or at any time thereafter, provide for the early vesting of such award prior to
the expiration of the Restriction Period. Each award under this Section 6.1 of Restricted Stock
shall be evidenced by an Award Agreement (“Restricted Stock Award Agreement”), and each award under
this Section 6.1 of Restricted Units shall be evidenced by an Award Agreement (“Restricted Unit
Award Agreement”), which shall specify the vesting schedule, any rights of acceleration, any
forfeiture conditions, and such other terms and conditions as the Board Committee shall determine.



     6.2 Payouts.



          (a) Restricted Stock. Upon expiration of the Restriction Period and satisfaction of any other
terms or conditions and as set forth in the Restricted Stock Award Agreement, the Restricted Stock
shall immediately become nonforfeitable and the Shares underlying such award of Restricted Stock
shall be released by the Company to the Participant without restrictions on transfer. The Shares
released by the Company hereunder may at the Company’s option be either (i) evidenced by a
certificate registered in the name of the Participant or his or her designee; or (ii) credited to a
book-entry account for the benefit of the Participant maintained by the Company’s stock transfer
agent or its designee.




          (b) Restricted Units. Restricted Units shall become payable to a Participant at the time or
times determined by the Board Committee and set forth in the Restricted Unit Award Agreement.
Payout of a Restricted Unit Award may be made, at the discretion of the Board Committee, in Shares
or in cash, or in a combination thereof. Any cash payout of a Restricted Unit shall be made based
upon the Fair Market Value of the Common Stock, determined on such date or over such time period as
determined by the Board Committee.






10









 







     6.3 Rights as Shareholders.



          (a) Restricted Stock. Subject to the provisions of the applicable Restricted Stock Award
Agreement and unless otherwise provided or determined by the Board Committee, during the
Restriction Period Participants may exercise full voting rights with respect to the Shares of
Restricted Stock granted under Section 6.1 hereof and shall be entitled to receive Dividend
Equivalents (rather than dividends) paid with respect to those Shares.




          (b) Restricted Units. Subject to the provisions of the applicable Restricted Unit Award
Agreement and unless otherwise provided or determined by the Board Committee, Participants shall
not have any rights as a shareholder with respect to Shares underlying a Restricted Unit until such
time, if any, as the underlying Shares are actually issued to the Participant, which may, at the
option of the Company be either (i) evidenced by delivery of a certificate registered in the name
of the Participant or his or her designee; or (ii) credited to a book-entry account for the benefit
of the Participant maintained by the Company’s stock transfer agent or its designee. The Board
Committee may provide in a Restricted Unit Award Agreement for the payment of Dividend Equivalents
to the Participant at such times as paid to shareholders generally or at the time of vesting or
other payout of the Restricted Units.




     6.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, the number of Shares of Restricted Stock or Restricted Units subject to the
award, if any, to which the Participant shall be entitled shall be determined in accordance with
the applicable Award Agreement. All remaining Shares underlying Restricted Stock or Restricted
Units as to which restrictions apply at the date of termination of employment or service shall be
forfeited subject to such exceptions, if any, authorized by the Board Committee.


7. Stock Options.




     7.1 Option Grants. Options may be granted, from time to time, to such Employees and
Non-Employee Directors as may be selected by the Board Committee. The Option Price shall be
determined by the Board Committee effective on the Grant Date; provided, however, that except in
the case of Substitute Awards, such price shall not be less than one hundred percent (100%) of the
Fair Market Value of a Share on the Grant Date. The number of Shares subject to each Option
granted to each Participant, the term of each Option, and any other terms and conditions of an
Option granted hereunder shall be determined by the Board Committee, in its sole discretion,
effective on the Grant Date; provided, however, that no Option shall be exercisable any later than
ten (10) years from the Grant Date. Each Option shall be evidenced by an Award Agreement (“Option
Agreement”), which shall specify the type of Option granted, the Option Price, the term of the
Option, the number of Shares subject to the Option, the conditions upon which the Option becomes
exercisable and such other terms and conditions as the Board Committee shall determine.



     7.2 Payment of Option Price; Cashless Exercise. No Shares shall be issued upon exercise of an
Option until full payment of the aggregate Option Price by the Participant. Upon exercise, the
Option Price may be paid by: (i) delivery of cash and/or Shares (whether actually delivered or
through attestation) having a Fair Market Value equal to the aggregate Option Price; or (ii) if
permitted by the Board Committee, by directing the Company to retain all or a portion of the Shares
otherwise issuable to the Participant under the Plan pursuant to such exercise having a Fair Market
Value equal to the aggregate Option Price. To the extent permitted by applicable law, if permitted
by the Board Committee, a grant may provide for the deferred payment of the Option Price from the
proceeds of sale through a broker on the date of exercise of some or all of the Shares to which the
exercise relates. In such case, the Company shall have received a properly executed exercise
notice, together with a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of





11









 




sale proceeds to pay the aggregate Option Price, and, if requested, the amount of any Federal,
state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the
extent permitted by applicable law, enter into agreements or coordinated procedures with one or
more brokerage firms.



     7.3 Rights as Shareholders. Participants shall not have any rights as a shareholder with
respect to any Shares subject to an Option, unless and until such Shares have been issued upon the
proper exercise of such Option, which issuance may, at the option of the Company, be either: (i)
evidenced by delivery of a certificate registered in the name of the Participant or his or her
designee; or (ii) credited to a book-entry account for the benefit of the Participant maintained by
the Company’s stock transfer agent or its designee.



     7.4 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, whether the Options granted hereunder shall be exercisable or not and the
other applicable terms and conditions shall be determined in accordance with the applicable Option
Agreement.




     7.5 Limits on Incentive Stock Options. Notwithstanding the designation of an Option as an
Incentive Stock Option, to the extent the aggregate Option Price of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by a Participant during any
calendar year exceeds $100,000 (or such other amount as determined under the Code), such Options
shall be treated as Non-Qualified Stock Options. Incentive Stock Options may only be granted to
Participants who meet the definition of “employees” under Section 3401(c) of the Code.



     7.6 Limits on Option Repricing. Notwithstanding any provision of the Plan to the contrary,
the repricing of an Option is prohibited without the prior approval of the Company’s shareholders.
For this purpose, a “repricing” means any of the following (or any other action that has the same
effect as any of the following): (i) changing the terms of an Option to lower its Option Price
other than in connection with a Share Change or a change in the Company’s capitalization (as set
forth in Section 3.2); (ii) repurchasing an Option for cash or cancelling an Option in exchange for
another Award, in either case, at a time when its Option Price is greater than the Fair Market
Value of the underlying Shares, unless the repurchase or cancellation and exchange occurs in
connection with a Share Change or a change in the Company’s capitalization (as set forth in Section
3.2); and (iii) any other action treated as a repricing under U.S. generally accepted accounting
principles.


8. Stock Appreciation Rights.




     8.1 SAR Grants. Stock Appreciation Rights may be granted, from time to time, to such
Employees and Non-Employee Directors as may be selected by the Board Committee. SARs may be
granted at the discretion of the Board Committee either: (i) in tandem with an Option; or (ii)
independent of an Option. The price from which appreciation shall be computed shall be established
by the Board Committee at the Grant Date; provided, however, that except in the case of Substitute
Awards, such price shall not be less than one hundred percent (100%) of the Fair Market Value of
the number of Shares subject to the SAR on the Grant Date. In the event the SAR is granted in
tandem with an Option, the price from which appreciation shall be computed shall be the Option
Price. Each grant of a SAR shall be evidenced by an Award Agreement (“Stock Appreciation Right
Agreement”), which shall specify whether the SAR is granted in tandem with an Option, the price
from which appreciation shall be computed for the SAR, the term of the SAR, the number of Shares
subject to the SAR, the conditions upon which the SAR vests and such other terms and conditions as
the Board Committee shall determine. In no event shall a SAR be exercisable any later than ten (10)
years from the Grant Date.



     8.2 Exercise of SARs. SARs may be exercised upon such terms and conditions as the Board
Committee shall determine; provided, however, that SARs granted in tandem with Options may be
exercised





12









 





only to the extent the related Options are then exercisable. Upon exercise of a SAR granted in
tandem with an Option as to all or some of the Shares subject to such SAR, the related Option shall
be automatically canceled to the extent of the number of Shares subject of the exercise of the SAR,
and such Shares shall no longer be available for grant hereunder. If the related Option is
exercised as to some or all of the Shares underlying such Option, the related SAR shall
automatically be canceled to the extent of the number of Shares subject to the exercise of the
Option, and such Shares shall no longer be available for grant hereunder.



     8.3 Payment upon Exercise. Upon exercise of a SAR, the holder shall be paid, in cash and/or
Shares as set forth in the Stock Appreciation Right Agreement, the excess of the Fair Market Value
of the number of Shares subject to the exercise over the price for such number of Shares, which in
the case of a SAR granted in tandem with an Option shall be the Option Price for such Shares.


     8.4 Rights as Shareholders. Participants shall not have any rights as a shareholder with
respect to any Shares subject to a SAR nor with respect to any Shares subject to an Option granted
in tandem with a SAR unless and until such Shares have been issued upon the proper exercise of the
SAR or the related Option, which issuance may at the option of the Company be either: (i) evidenced
by delivery of a certificate registered in the name of the Participant or his or her designee; or
(ii) credited to a book-entry account for the benefit of the Participant maintained by the
Company’s stock transfer agent or its designee.



     8.5 Termination of Employment or Service. If a Participant ceases to be an Employee or a
Non-Employee Director, whether SARs granted hereunder shall be exercisable or not and the other
terms and conditions shall be determined in accordance with the applicable Stock Appreciation Right
Agreement.



     8.6 Limits on SAR Repricing. Notwithstanding any provision of the Plan to the contrary, the
repricing of a SAR is prohibited without the prior approval of the Company’s shareholders. For
this purpose, a “repricing” means any of the following (or any other action that has the same
effect as any of the following): (i) changing the terms of a SAR to lower the price from which
appreciation shall be computed other than in connection with a Share Change or a change in the
Company’s capitalization (as set forth in Section 3.2); (ii) repurchasing a SAR for cash or
cancelling a SAR in exchange for another Award, in either case, at a time when the price from which
appreciation shall be computed is greater than the Fair Market Value of the underlying Shares,
unless the repurchase or cancellation and exchange occurs in connection with a Share Change or a
change in the Company’s capitalization (as set forth in Section 3.2); and (iii) any other action
treated as a repricing under U.S. generally accepted accounting principles.


9. Other Share-Based Awards. Subject to the limits set forth in Section 3.1, but notwithstanding
any other provision in the Plan, awards of Shares and other awards that are valued in whole or in
part by reference to, or are otherwise based on, Shares (including, but not limited to, bonus
stock, Shares which are subject to restrictions on transferability, or similar securities or
rights) (“Share-Based Awards”), may be made, from time to time, to such Employees and Non-Employee
Directors as may be selected by the Board Committee. Such Share-Based Awards may be made alone or
in addition to or in connection with any other Award hereunder. The Board Committee may, in its
sole discretion, determine the terms and conditions of any such Share-Based Award. Each such
Share-Based Award shall be evidenced by an Award Agreement which shall specify the number of Shares
subject to the Share-Based Award, any consideration therefor, any vesting or performance
requirements and such other terms and conditions as the Board Committee shall determine.
Share-Based Awards in the form of restricted shares or units are not required to be subject to any
minimum vesting period.



10. Non-Employee Director Deferred Units.




     10.1 Awards. This Section 10 shall not be effective unless and until the Board Committee
determines






13









 




to establish a program pursuant to this section. The Board Committee, in its discretion and
upon such terms and conditions as it may determine, subject to the provisions of Section 13.8(b)
with respect to Section 409A of the Code, may establish one or more programs pursuant to this
Section 10. The Board Committee may, after the effectiveness of this section, from time to time
and upon such terms and conditions as it may determine, authorize the granting of Deferred Units to
Non-Employee Directors. The Deferred Units will constitute an agreement by the Company to deliver
Shares to the Non-Employee Director in the future in consideration of the performance of services,
but subject to the fulfillment of such conditions as the Board Committee may specify. The Deferred
Units shall be credited to a Deferred Units Account when granted. Except as may be provided in a
Deferred Unit Award Agreement (to the extent permitted by applicable law), the Non-Employee
Director granted Deferred Units shall have no right to transfer any rights under the award of
Deferred Units. The Non-Employee Director granted Deferred Units shall have no rights of ownership
in the Deferred Units and shall have no right to vote them, but the Board Committee may, at or
after the Grant Date, authorize the payment of
Dividend Equivalents on the Shares underlying the
Deferred Units on either a current or deferred or contingent basis, either in cash or additional
Shares. Each Award under this Section 10.1 of Deferred Units shall be evidenced by an Award
Agreement (“Deferred Unit Award Agreement”), which shall specify the available forms of payment,
the timing of any elections with respect to payment, the ability to reallocate the Deferred Units
to subaccounts that are invested in investment funds other than a Harris stock fund, and such other
terms and conditions as the Board Committee shall determine.




     10.2 Payments in Connection with Change in Control. Notwithstanding anything contained in the
Plan to the contrary, within 90 days following a Change in Control that qualifies as a “change in
control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), the Company shall pay to
each Director (or former Director), in a lump sum, the Deferred Units in such Director’s Deferred
Units Account. This Paragraph may not be amended, altered or modified following such a Change in
Control.



     10.3 Termination of Service. If a Non-Employee Director ceases to be a Director for any
reason, the Director’s Deferred Units Account shall be paid to the Director in accordance with the
Deferred Unit Award Agreement.


11. Change in Control.




     11.1 Definition of Change in Control. For purposes of the Plan, 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 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








14









 







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 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”); or




          (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.




     11.2 Acceleration of Benefits. Except and unless the Board Committee determines otherwise at
the time of grant of a particular Award or Awards, and as set forth in the applicable Award
Agreement, upon the occurrence of a Change in Control: (i) any Awards outstanding as of the date of
such Change in Control that are subject to vesting requirements and that are not then vested, shall
become fully vested; (ii) all then-outstanding Options and SARs shall be fully vested and
immediately exercisable, provided that in no event shall any Option or SAR be exercisable beyond
its original expiration date; and (iii) all restrictions regarding the Restriction Period and all
other conditions prescribed by the Board Committee, if any, with respect to grants of Cash-Based
Unit Awards, Performance Shares, Performance Units, Restricted Stock, Restricted Units, or
Share-Based Awards, shall automatically lapse, expire and terminate and all such awards shall be
deemed to be fully earned. Notwithstanding the foregoing, if an Award is “deferred compensation”
within the meaning of Section 409A of the Code, then






15









 




notwithstanding that the Award shall be deemed to be fully vested and earned pursuant to this
Section 11.2 upon a Change in Control, unless the Change in Control qualifies as a “change in
control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), in no event shall payment
with respect to the Award be made at a time other than the time payment would be made in the
absence of the Change in Control.


12. Amendment or Termination of Plan.




     (a) Amendment or Termination of Plan. Until such time as a Change in Control shall have
occurred, the Board may, to the extent permitted by Section 409A of the Code, amend, suspend or
terminate the Plan or any part thereof from time to time, provided that no change may be made which
would adversely impair the rights of a Participant who has received an Award without the consent of
said Participant; and, provided, further, that if an amendment to the Plan (i) would materially
increase the benefits accruing to Participants under the Plan, (ii) would increase the number of
Shares which may be issued under the Plan, (iii) would materially modify the requirements for
participation in the Plan or (iv) must otherwise be approved by the
shareholders of the Company in
order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common
Stock is not traded on the New York Stock Exchange, the principal national securities exchange upon
which the Common Stock is traded or quoted, then, such amendment will be subject to shareholder
approval and will not be effective unless and until such approval has been obtained. After a
Change in Control, the Board shall no longer have the power to amend, suspend or terminate the Plan
or any part thereof.




     (b) Foreign Jurisdictions. In order to facilitate the making of any grant or combination of
grants under the Plan, the Board Committee may provide for such special terms for Awards to
Participants who are foreign nationals, or who are employed by or perform services for the Company,
any Subsidiary or any Affiliate outside of the United States of America, as the Board Committee may
consider necessary or appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Board Committee may approve such supplements to, or amendments, restatements or
alternative versions of, the Plan or any Award Agreement as it may consider necessary or
appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any
other purpose, provided that no such supplements, amendments, restatements or alternative versions
shall include any provisions that are inconsistent with the terms of the Plan, as then in effect,
unless the Plan could have been amended to eliminate such inconsistency without further approval by
the shareholders of the Company.


13. Miscellaneous.




     13.1 No Right to Continued Employment or Service or to Participate. Nothing in the Plan or in
the grant of any Award or in any Award Agreement shall interfere with or limit in any way the right
of the Company or any of its Subsidiaries or Affiliates to terminate any Participant’s employment
or service with the Company or any of its Subsidiaries or Affiliates at any time, nor confer upon
any Participant any right to continued employment or service with the Company or any of its
Subsidiaries or Affiliates. Neither the adoption of the Plan nor any action by the Company, the
Board, Board Committee or any director or officer of the Company shall be deemed to give any
Employee or Non-Employee Director any right to be designated as a Participant under the Plan.



     13.2 Withholding for Taxes; Offset. The Company shall have the authority to withhold, or to
require a Participant to remit to the Company, prior to issuance or delivery of any Shares or cash
hereunder, an amount sufficient to satisfy Federal, state, local or foreign tax or withholding
requirements associated with any Award. In addition, the Company may, in its sole discretion,
permit or require a Participant to satisfy any tax withholding requirements, in whole or in part,
by (i) delivering to the Company (whether by actual delivery or through attestation), Shares held
by such Participant having a Fair Market Value equal to the amount of the tax




16









 





or (ii) directing the Company to retain Shares otherwise issuable or cash otherwise to be delivered
to the Participant under the Plan. The Company may, to the extent permitted by applicable laws
(including Code Section 409A), offset against any payments to be made to a Participant under the
Plan any amounts owing to the Company, its Subsidiaries or Affiliates from the Participant for any
reason.



     13.3 Other Compensation and Benefit Plans. Awards hereunder shall not be deemed compensation
for purposes of computing benefits under any retirement or compensation plan of the Company or any
of its Subsidiaries or Affiliates and shall not affect any benefits under any other benefit plan
now or hereafter in effect under which the availability or amount of benefits is related to the
level of compensation, including, without limitation, under any pension, retirement or severance
benefits plan, except to the extent specifically provided by the terms of any such plan. The
adoption of the Plan shall not affect any other share incentive or other compensation plans in
effect for the Company or any Affiliate or Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of share incentive or other compensation or benefit program for
Employees or Non-Employee Directors.


     13.4 Waiver of Restrictions. To the extent permitted by Section 409A of the Code, the Board
Committee may, in its sole discretion, based on such factors as the Board Committee may deem
appropriate, waive in whole or in part, any remaining restrictions or vesting requirements in
connection with any Award hereunder.



     13.5 Limits on Transferability of Awards, Etc. Except as permitted by this Section 13.5, no
Award granted under the Plan may be sold, transferred, pledged, assigned, hypothecated, encumbered,
or otherwise disposed of or transferred by a Participant except by will or the laws of descent and
distribution in the event of the Participant’s death (to the extent such Award by its terms,
survives the Participant’s death). Awards granted under the Plan shall not be subject to
execution, attachment, change, alienation or similar process. The Board Committee may, in its
discretion, expressly authorize in an Option Agreement or Stock Appreciation Right Agreement that
all or a portion of the Options or SARs granted to a Participant (other than Incentive Stock
Options) be on terms which permit transfer by such Participant (i) to immediate family members of
the Participant or to a trust, partnership or limited liability company for the benefit of such
immediate family members, (ii) pursuant to domestic relations orders referred to in Rule 16a-12
under the Exchange Act, and (iii) to other transferees permitted by the Board Committee in its
discretion (such transferees of a Participant are referred to as “Permitted Transferees”) provided
that (A) there may be no payment of consideration (other than release of marital rights) for any
such transfer, (B) the applicable Award Agreement shall specifically provide for transferability in
a manner consistent with this Section, and (C) subsequent transfers of transferred Options and SARs
shall be prohibited except, without consideration for such transfer, to the Participant or a
Permitted Transferee of the Participant. The Board Committee may, in its discretion, create
further conditions and requirements for the transfer of Options and SARs. Following transfer,
Options and SARs shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer; the Participant shall remain subject to applicable tax withholding;
the events of termination of employment or service of a Participant shall continue to be applied
with respect to the Permitted Transferee; and all other terms of the Options and SARs shall remain
unchanged. All Options and SARs granted to a Participant under the Plan shall be exercisable
during the lifetime of such Participant only by such Participant, his agent, guardian or
attorney-in-fact or by a Permitted Transferee.



     13.6 Adjustment of Awards. Subject to Sections 7.6, 8.6 and 12, the Board Committee shall be
authorized to make adjustments in the method of calculating attainment of Performance Objectives or
in the terms and conditions of Awards in recognition of unusual or nonrecurring events affecting
the Company or its financial statements or changes in applicable laws, regulations or accounting
principles; provided, however, that no such adjustment shall adversely impair the rights of any
Participant without his or her consent and that any





17









 





such adjustment shall be made in a manner consistent with Section 409A of the Code (to the
extent applicable thereto) and in the case of a Qualified Performance-Based Award, Section 162(m)
of the Code. The Board Committee may not make any such adjustment with respect to any Qualified
Performance-Based Award if such adjustment would cause compensation pursuant to such award to cease
to be performance-based compensation under Section 162(m) of the Code. In the event the Company
shall assume outstanding employee benefit awards or the right or obligation to make future such
awards in connection with the acquisition of another company or business entity, the Board
Committee may, in its discretion but subject to the requirements of Section 409A of the Code, make
such adjustments in the terms of Awards under the Plan as it shall deem appropriate.



     13.7 Consideration for Awards. Except as otherwise required in any applicable Award Agreement
or by the terms of the Plan, Participants under the Plan shall not be required to make any payment
or provide consideration for an Award other than the rendering of services to the Company, any
Subsidiary or any Affiliate.


     13.8 Deferral.



          (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 any Award shall be
ineligible for treatment as “other performance based compensation” under Section 162(m) of the
Code, the Board Committee, in its sole discretion, shall have the right with respect to any
Executive Officer who is, in the year any Award hereunder otherwise would become deductible by the
Company, a “covered employee” under Section 162(m) of the Code, to defer such Executive Officer’s
receipt of such Award until the Executive Officer is no longer a “covered employee” or until such
time as shall be determined by the Board Committee, provided that the Board Committee may effect
such a deferral only in a situation where the Board Committee reasonably anticipates that the
Company would be prohibited a deduction under Section 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. In no
event shall the provisions of this Section 13.8(a) apply to Options or SARs.




          (b) Other Deferral. Except with respect to Options and SARs, the Board Committee may in its
discretion permit a Participant to defer the receipt of payment of cash or delivery of Shares that
would otherwise be due to the Participant by virtue of the exercise of a right or the satisfaction
of vesting or other conditions with respect to an Award. If any such deferral is to be permitted
by the Board Committee, the Board Committee shall establish written rules and procedures relating
to such deferral in a manner intended to comply with the requirements of Section 409A of the Code,
including, without limitation, the time when an election to defer may be made, the time period of
the deferral and the events that would result in payment of the deferred amount, the interest or
other earnings attributable to the deferral and the method of funding, if any, attributable to the
deferred amount.




     13.9 Securities Laws. No Shares will be issued or transferred pursuant to an Award unless and
until all then applicable requirements imposed by Federal and state securities and other laws,
rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon
which the Shares may be listed, have been fully met. As a condition precedent to the issuance of
Shares pursuant to the grant or exercise of an Award, the Company may require the Participant to
take any reasonable action to meet such requirements. The Board Committee may impose such
conditions on any Shares issuable under the Plan as it may deem advisable, including, without
limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of
any exchange upon which such Shares of the same class are then listed, and under any blue sky or
other securities laws applicable to such Shares. The Board Committee may also require the
Participant to represent and warrant at the time of issuance or transfer that the Shares are being
acquired only for investment purposes and without any current intention to sell or distribute such
Shares.




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     13.10 Impact of Restatement of Financial Statements upon Previous Awards. If any of the
Company’s financial statements are restated as a result of errors, omissions, or fraud, the Board
Committee may (in its sole discretion, but acting in good faith) direct that the Company recover
all or a portion of any such Award or payment made to any, all or any class of Participants with
respect to any fiscal year of the Company the financial results of which are negatively affected by
such restatement. The amount to be recovered from any Participant shall be the amount by which the
affected Award or payment exceeded the amount that would have been payable to such Participant had
the financial statements been initially filed as restated, or any greater or lesser amount
(including, but not limited to, the entire Award) that the Board Committee shall determine. The
Board Committee may determine to recover different amounts from different Participants or different
classes of Participants on such basis as it shall deem appropriate. In no event shall the amount
to be recovered by the Company from a Participant be less than the amount required to be repaid or
recovered as a matter of law. The Board Committee shall determine whether the Company shall effect
any such recovery (i) by seeking repayment from the Participant, (ii) by reducing the amount that
would otherwise be payable to the Participant under any compensatory plan, program or arrangement
maintained by the Company, a Subsidiary or any of its Affiliates, (iii) by withholding payment of
future increases in compensation (including the payment of any discretionary bonus amount) or
grants of compensatory awards that would otherwise have been made in accordance with the Company’s
otherwise applicable compensation practices, or (iv) by any combination of the foregoing or
otherwise (subject, in each of subclause (ii), (iii) and (iv), to applicable law, including without
limitation Section 409A of the Code, and the terms and conditions of the applicable plan, program
or arrangement). This Section 13.10 shall be a non-exclusive remedy and nothing contained in this
Section 13.10 shall preclude the Company from pursuing any other applicable remedies available to
it, whether in addition to, or in lieu of, application of this Section 13.10.




     13.11 Compliance with Section 409A of the Code. All Awards under the Plan are intended to be
exempt from (or comply with) the requirements of Section 409A of the Code to the maximum extent
permitted. To the extent applicable, the Plan is intended to be administered and interpreted in a
manner that is consistent with the requirements of Section 409A of the Code. Notwithstanding the
foregoing, no particular tax result for a Participant with respect to any income recognized by the
Participant in connection with the Plan is guaranteed under the Plan, and the Participant shall be
responsible for any taxes imposed on the Participant in connection with the Plan.



     13.12 Tax Penalty Avoidance. The provisions of the Plan are not intended, and should not be
construed, to be legal, business or tax advice. The Company, Participants and any other party
having any interest herein are hereby informed that the U.S. Federal tax advice contained in this
document (if any) is not intended or written to be used, and cannot be used, for the purpose of (a)
avoiding penalties under the Code or (b) promoting, marketing or recommending to any party any
transaction or matter addressed herein.



     13.13 Governing Law and Interpretation. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any agreement governing an Award shall be
determined in accordance with the laws of the State of Delaware, without regard to the conflict of
law principles thereof. Unless otherwise indicated, all “Section” references are to sections of
the Plan. References to any law, rule or regulation shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing, or interpreting such law, rule or
regulation.



     13.14 Severability. Notwithstanding any other provision or Section of the Plan, if any
provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any
Award Agreement under any law deemed applicable by the Board or the Board Committee, such provision
shall be construed or deemed amended




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to conform to the applicable laws (but only to such extent necessary to comply with such
laws), or if it cannot be construed or deemed amended without, in the determination of the Board or
the Board Committee, materially altering the intent of the Plan or Award Agreement, such provision
shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any
such Award Agreement shall remain in full force and effect.



     13.15 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Subsidiary or Affiliate and a Participant or any other person. To the extent that any person
acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary or Affiliate.



     13.16 Waiver of Claims. Each Participant recognizes and agrees that prior to being selected
by the Board Committee to receive an Award he or she has no right to any benefits hereunder.
Accordingly, in consideration of the Participant’s receipt of any Award hereunder, he or she
expressly waives any right to contest the amount of any Award, the terms of any Award Agreement,
any determination, action or omission
hereunder or under any Award Agreement by the Board
Committee, the Company or the Board, or any amendment to the Plan or any Award Agreement (other
than an amendment to the Plan or an Award Agreement to which his or her consent is expressly
required by the express terms of the Plan or an Award Agreement).




     13.17 Effective Date and Term.



          (a) Effective Date and Term of Plan. The Plan initially became effective upon approval by the
shareholders of the Company at the 2005 Annual Meeting of Shareholders (the “Plan Effective Date”)
and, the Plan as amended and restated hereby is effective on August 27, 2010. The terms of the
Plan as hereby amended and restated shall govern Awards granted on or after August 27, 2010.
Awards granted prior to August 27, 2010 shall continue to be governed by the terms of the 2005
Equity Incentive Plan, prior to amendment and restatement. All Awards granted under the Plan must
be granted within ten (10) years from the Plan Effective Date. Any Awards outstanding ten (10)
years after the Plan Effective Date may be exercised within the periods prescribed under or
pursuant to the Plan.




          (b) Predecessor Plans. Upon the Plan Effective Date, no further grants or awards were
permitted under the 2000 Stock Incentive Plan. All grants and awards under the Predecessor Plans
that remain outstanding shall be administered and paid in accordance with the provisions of the
Predecessor Plans and the applicable award agreement.




     Approved and adopted by the Board of Directors the 27th day of August 2005 and amended and
restated the 28th day of August 2010.



	 	 	 	 	 
	 	Attested:

 	 
	 	/s/ SCOTT T. MIKUEN
 	 
	 	Secretary 	 
	 	 	 
	 




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