exv10w3






Exhibit 10.3




HARRIS CORPORATION

ANNUAL INCENTIVE PLAN

(Effective as of July 3, 2010)




     1. Purpose of the Plan. The purpose of the Harris Corporation Annual Incentive Plan is to
promote the growth and performance of the Company by: (i) linking a portion of the total annual
compensation for certain key employees to attainment of such corporate, subsidiary, division and
business unit objectives as shall be approved for each Plan Year; and (ii) assisting in the
attraction, retention and motivation of certain key employees.



     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 Committee.



     “Award” means a right to receive an annual cash incentive payment pursuant to the terms and
conditions of the Plan.



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



     “Change in Control” shall have the meaning set forth in Section 13(d).



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



     “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.



     “Company” means Harris Corporation, a Delaware corporation.



     “Director” means a member of the Board.



     “Employee” means any salaried 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.



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



1









 





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



     “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 Company’s
common stock is listed for trading.



     “Participant” means any Employee designated by the Board, the Committee or the Chief Executive
Officer of the Company (pursuant to a delegation under Section 3(c)) to participate in the Plan for
a Plan Year or a portion of a Plan Year.



     “Performance Objectives” means the performance objectives established pursuant to the Plan for
Participants. 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
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 Committee may designate any other
types or categories of Performance Objectives as it shall determine, including categories involving
individual performance and subjective targets.



     “Plan” means this Harris Corporation Annual Incentive Plan, as amended from time to time.



     “Plan Year” means a fiscal year of the Company.



     “Qualified Performance-Based Award” means any Award or portion of an Award that



2









 






is intended to satisfy the requirements for “qualified performance-based compensation” under
Section 162(m) of the Code.



     “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.



     3. Administration of Plan.



          (a) Powers of Committee; Discretion. The Plan shall be administered by the Committee. With
respect to participation in the Plan by the Chief Executive Officer or any other Executive Officer
that is also a Director, the Plan shall be administered by the Committee with the other Independent
Directors of the Board. Subject to the terms of the Plan, the Committee shall have such powers and
authority as may be necessary or appropriate for the Committee to carry out its functions as
described in the Plan. The Committee shall have the authority in its discretion to determine: (i)
which Employees shall receive Awards; (ii) the amount of the Awards; (iii) the objectives and the
other terms and conditions of such Awards, including the Performance Objectives, targets and other
terms and conditions of an Award; and (iv) whether Performance Objectives have been achieved.
Determinations by the Committee under the Plan, including without limitation, determinations of the
Participants, the amount and timing of Awards and the terms and provisions of Awards, need not be
uniform and may be made selectively among Participants and Employees who receive or are eligible to
receive Awards. The Committee shall have the full power, discretion and authority to interpret the
Plan, to establish, amend, suspend and rescind any rules and regulations relating to the Plan 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 Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award 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.




          (b) Board Authority. If the 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 Committee.




          (c) Delegation. Except to the extent prohibited by applicable law or the listing requirements
of the New York Stock Exchange or any other exchange upon which the Company’s securities are listed
for trading, the Committee shall have the right, from time to time, to delegate to one or more
officers of the Company the authority of the Committee to grant and determine the terms and
conditions of Awards granted under the Plan, subject to such limitations as the Committee shall
determine. In no event shall any such delegation of authority be permitted with respect to Awards
to any Executive Officer or any person subject to Section 162(m) of the Code. The Committee shall
also be permitted to delegate, to any appropriate officer or employee of the Company,
responsibility for performing certain ministerial functions




3









 







under the Plan. In the event that the Committee’s authority is delegated to officers or employees
in accordance with the foregoing, all references in the Plan relating to the 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
Committee’s delegation of authority hereunder shall have the same force and effect as if such
action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to
have been taken by the Committee.




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




     4. Eligibility; Designation of Participants. All Employees are eligible to be designated by
the Committee to receive Awards and become Participants under the Plan. Participants in the Plan
shall be selected by the Committee. In selecting Employees to be Participants and in determining
the amount of an Award to be granted under the Plan and the terms and conditions of the Award, the
Committee shall consider any and all factors that it deems relevant or appropriate. Awards need not
be uniform and may be made selectively among Participants and Employees who receive or are eligible
to receive Awards. Employees intended to receive Qualified Performance-Based Awards shall be
designated as Participants by the Committee not later than 90 calendar days after the beginning of
the Plan Year, and in a manner consistent with Section 162(m) of the Code.



     5. Annual Incentive Awards.



          (a) In General. Each Participant in the Plan shall be eligible to receive such Award, if any,
for each Plan Year as may be payable pursuant to the Performance Objectives and criteria applicable
for such Participant. The Committee shall, on an annual basis, establish a “target annual
incentive award” for a Participant for a Plan Year, and the maximum payout shall not exceed 200% of
such target annual incentive award.




          (b) Performance Objectives. Participants shall have the payout of their annual incentive
awards, if any, determined on the basis of the degree of achievement of Performance Objectives
which shall be established by the Committee in writing and which Performance Objectives shall be
stated in terms of the attainment of specified levels of or percentage changes (as compared to a
prior measurement period) in any one or more of the Performance Objectives. The Committee shall,
for each Plan Year, establish the Performance Objectives to apply to each Participant and a formula
or matrix prescribing the extent to which such Participant’s annual incentive award shall be earned
based upon the degree of achievement of such Performance Objective or Performance Objectives. The
Committee may determine that the annual incentive award payable to any Participant shall be based
upon the attainment of Performance Objectives comparable to those specified above but in whole or
in part applied to the results of a Subsidiary, division or business unit. With respect to Awards
intended to be a Qualified Performance-Based Award, the Committee shall determine the target annual
incentive award, Performance




4









 







Objectives and any related formula or matrix for each Participant not later than 90 calendar days
after the beginning of the Plan Year.

          (c) Transfer of Employment. A Participant’s target annual incentive award or Performance
Objectives may be changed by the Committee during the Plan Year to reflect a change in
responsibilities provided that in the case of Awards intended to be a Qualified Performance-Based
Award any such change shall be made in a manner consistent with Section 162(m) of the Code.




          (d) Committee Adjustment. Except as provided in Section 6 and Section 14, the Committee may,
in its sole discretion, (i) award or increase the amount of an annual incentive award payable to a
Participant even though not earned in accordance with the Performance Objectives established
pursuant to this Section 5, or (ii) in the event of any unusual or nonrecurring events affecting
the Company or its financial statements or changes in applicable laws, regulations or accounting
principles, decrease the amount of an annual incentive award otherwise payable to a Participant
even though earned in accordance with the Performance Objectives established pursuant to this
Section 5.




     6. Participation by Executive Officers.



          (a) Qualified Performance-Based Awards. Notwithstanding any other provisions of the Plan to
the contrary, the following provisions shall be applicable to participation in the Plan by
Executive Officers who are subject to Section 162(m) of the Code:




               (i) Each such Participant’s annual incentive award payable under the Plan for a Plan Year
shall be based solely on achievement of one or more of the Performance Objectives as established by
the Committee pursuant to Section 5 above and the Committee shall not have the discretion provided
in Section 5(d) to increase the amount of the award payable under the Plan but it shall in all
cases have the ability to reduce the amount of any such award that would otherwise be payable
(including a reduction in such amount to zero).



               (ii) With respect to each such Participant, no annual incentive award intended to be a
Qualified Performance-Based Award shall be payable under the Plan (including for the avoidance of
doubt, any portion of the annual incentive award that may become payable under Section 7(b) in the
case of the Participant’s termination by reason of death, disability, normal retirement or
involuntary retirement without cause) except upon written certification by the Committee that the
Performance Objectives have been satisfied to a particular extent and that any other material terms
and conditions precedent to payment of an annual incentive award pursuant to the Plan have been
satisfied.



          (b) Maximum Award. Notwithstanding any provisions of the Plan to the contrary, the maximum
annual incentive award payable to any Participant who is an Executive Officer for any Plan Year
shall be $6,000,000; provided, however, that if such a Participant is not a Participant for the
entire Plan Year, the maximum amount payable shall be pro-rated based on the number of days the
individual was a Participant for the Plan Year.





 


5









 







     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 amount 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 or as
provided in Section 13, if a Participant’s employment with the Company, any Subsidiary or any
Affiliate, is terminated prior to the last day of a Plan Year, then, except in the case of
termination by reason of death, disability, normal retirement or involuntary termination without
cause, 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 immediately 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 the Plan, (i) a leave of absence, approved by the Committee, shall not be deemed to be
a termination of employment and (ii) an involuntary termination with cause shall include, without
limitation, an involuntary termination for performance reasons.




     8. Unfunded Plan. A Participant’s interest in any Awards hereunder shall at all times be
reflected on the Company’s books as a general unsecured and unfunded obligation of the Company
subject to the terms and conditions of the Plan. The Plan shall not give any person any right or
security interest in any asset of the Company or any fund in which any deferred payment is deemed
invested. Neither the Company, the Board, nor the Committee, nor any officer or employee of the
Company, shall be responsible for the adequacy of the general assets of the Company to discharge
the payment of its obligations hereunder nor shall the Company be required to reserve or set aside
funds therefor.



     9. Non-Alienation of Benefits; Beneficiary Designation. All rights and benefits under the
Plan are personal to the Participant and neither the Plan nor any right or interest of a
Participant or any other person arising under the Plan is subject to voluntary or involuntary
alienation, sale, transfer, or assignment without the Company’s consent. Subject to the foregoing,
the Company may establish such procedures as it deems necessary for a Participant to designate one
or more beneficiaries to whom any payment the Committee determines to make would be payable in the
event of the Participant’s death. In the event no beneficiary has been properly designated, the
payment shall be made to the Participant’s estate or by the laws of descent and



6









 







distribution.



     10. Withholding for Taxes; Offset. Notwithstanding any other provisions of the Plan, the
Company shall have the authority to withhold from any payment made by it under the Plan such amount
or amounts as may be required for purposes of complying with any Federal,
state, local or foreign
tax or withholding requirements. The Company may, to the extent permitted by applicable law
(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.




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



     12. Non-Exclusivity of Plan. The Plan is not intended to and shall not preclude the Board
from adopting, continuing, amending or terminating such additional compensation arrangement as it
deems desirable for Employees.



     13. Change in Control.



          (a) Amount of Award. Notwithstanding anything to the contrary provided elsewhere herein, in
the event of a “Change in Control” of the Company, as defined in Section 13(d), then an Award for
the Plan Year during which the Change in 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 in Control.




          (b) Timing of Payment. Notwithstanding anything to the contrary provided elsewhere herein, in
the event of a “Change in Control” of the Company, as defined in Section 13(d), 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 in 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 in Control and
(ii) the 15th day of the third month following the end of the Plan Year during which the
Change in Control is effective. In the event of a “Change in Control” of the Company, as defined
in Section 13(d), 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 in Control is effective in a lump sum at the time set forth in Section 7(a).




          (c) Termination of Employment. A Participant who remains employed by the




7









 







Company, any Subsidiary or Affiliate as of the time the Change in Control is effective shall
be entitled to receive the payments provided for in this Section 13, notwithstanding any subsequent
termination of employment for any reason. In addition, if a Participant’s employment is terminated
prior to a Change in Control and the Participant reasonably demonstrates that such termination was
at the request or suggestion of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control (a “Third Party”), and the Change in Control
involving such Third Party actually occurs, then for purposes of this Section 13, the Participant’s
employment shall be deemed to have been terminated after the Change in Control is effective and the
Participant shall be entitled to receive the payments provided for in this Section 13.




          (d) Definition. For purposes hereof, 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 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 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 of Directors 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 stockholders (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
corporation which directly or indirectly



8









 




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 foregoing conditions specified in (a), (b) and (c)
shall be deemed to be a “Non-Control Transaction”);




               (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.




     14. Adjustment of Awards. The Committee shall be authorized to make adjustments in the method
of calculating attainment of Performance Objectives 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 in the case of a Qualified Performance-Based
Award, any such adjustments shall be made in a manner consistent with Section 162(m) of the Code.
The Committee may not make any such adjustment to any Qualified Performance-Based Award if such
adjustment would cause compensation pursuant to such award to cease to be “qualified
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 corporation or business entity, the 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.




9









 




     15. 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
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 Plan Year 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 Committee shall determine. The 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 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 sub-clauses (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 15 shall be a non-exclusive remedy and nothing contained in
this Section 15 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 15.




     16. 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 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 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.




          (b) Other Deferral. The Committee may, in its discretion, permit a Participant to defer the
receipt of payment of cash that would otherwise be due to the Participant. If any such deferral is
to be permitted by the Committee, the 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



10









 






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.




     17. Amendment or Termination. Until such time as a “Change in Control” shall have occurred,
the Board or the Committee may, in its sole discretion, amend, suspend or terminate the Plan from
time to time, subject to any requirement for shareholder approval imposed by applicable law or
regulation, including Section 162(m) of the Code, and the listing requirements of the New York
Stock Exchange or any other exchange upon which the
Company’s securities are listed. Except as
provided in Section 5(d) and Section 14, no such termination or amendment shall alter a
Participant’s right to receive a distribution as previously earned, as to which the Plan shall
remain in effect following its termination until all such amounts have been paid, except as the
Company may otherwise determine.




     18. Application of Code Section 409A. All payments made 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 with respect to any income recognized by a Participant in
connection with the Plan is guaranteed and each Participant shall be responsible for any taxes
imposed on such Participant in connection with the Plan.



     19. 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 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 (i) avoiding penalties
under the Code or (ii) promoting, marketing or recommending to any party any transaction or matter
addressed herein.



     20. Governing Law and Interpretation. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan 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.



     21. Severability. Notwithstanding any other provision or Section of the Plan, if any
provision of the Plan 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 under any law
deemed applicable by the Board or the Committee, such provision shall be construed or deemed
amended 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 Committee, materially altering the intent of the Plan or award, such provision shall be
stricken as to such jurisdiction, person or award and the remainder of the Plan and any such award
shall remain in full force and effect.





11









 





     22. Effective Date. Subject to its approval by the Company’s shareholders, the Plan shall
become effective as of July 3, 2010 for the Company’s 2011 fiscal year, shall replace the Harris
Corporation 2005 Annual Incentive Plan, and shall remain effective until terminated by the Board or
the Committee pursuant to Section 17, subject to any further shareholder approvals (or reapprovals)
mandated for performance-based compensation under Section 162(m) of the Code.


Approved and adopted by the Board of Directors this 28th day of August, 2010.





	 	 	 	 	 
	Attested:	 	 
	 	 	 
	/s/ SCOTT T. MIKUEN
 	 	 
	Secretary 	 	 
	 	 	 
	 




12