EX-10.1 Equity Incentive Plan



 










Exhibit 10.1




HARRIS CORPORATION




2005 EQUITY INCENTIVE PLAN



     
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.



     
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 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.
	 
	 	     
    “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 of Control” shall have the meaning set
    forth in Section 11.
	 
	 	     
    “Code” means the Internal Revenue Code of 1986,
    as amended.
	 
	 	     
    “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.



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    “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 composite 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 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.
	 
	 	     
    “Non-Employee Director” means a Director who is
    not an employee of the Company or one of its Subsidiaries.
	 
	 	     
    “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



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    by a group of peer companies or by a financial market index. Any
    Performance Objectives applicable to a Qualified
    Performance-Based Award shall be limited to specified levels of
    or increases in return on equity, diluted earnings per share,
    total earnings, earnings growth, return on capital, return on
    assets, return on sales, earnings before interest and taxes,
    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, 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 Period” means the period of time
    (not less than one year) established by the Board 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 from time to time.
	 
	 	     
    “Predecessor Plans” shall mean (i) the
    Harris Corporation 2000 Stock Incentive Plan (the “2000
    Stock Incentive Plan”), as in effect on the effective
    date of the Plan, 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 lapses 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 such
    Restriction Period may be modified or lapse earlier in the event
    of a Change of 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, either directly
    or indirectly, of which the Company owns or controls 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.



     
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 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



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    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.
	 
	 	     
    (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 Price and other relevant
    provisions of the Plan and outstanding Awards may 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 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,



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    the Board, in its discretion, may provide in substitution for
    any or all outstanding Awards under this 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.




     
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 Awards, and
    (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.
    Determinations by the Board Committee under the Plan, including,
    without limitation, determinations of the Participants, the
    form, amount, and timing of Awards, 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, 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 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. Notwithstanding anything in this 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.
	 
	 	     
    (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. 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.



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    (d) Limitation on Liability. No member of the
    Board or Board Committee nor any officer 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 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. 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 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
    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.



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    5.3 Rights as Shareholders.






		
	 	     
    (a) Performance Shares. 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 and shall be
    entitled to receive dividends and other distributions paid with
    respect to those Shares.
	 
	 	     
    (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. The Board
    Committee may provide in a Performance Unit Award Agreement or a
    Cash-Based Unit Award Agreement for the payment of dividend
    equivalents and distributions to the Participant at such times
    as paid to shareholders generally or at the time of vesting or
    other payout of the Performance Units or Cash-Based Units, as
    the case may be.






		
	 	     
    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, Performance Units or
    Cash-Based 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 Performance
    Shares, Performance Units or Cash-Based Units as to which the
    Participant may not be entitled 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 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



8







 


		
	 	
    (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.







		
	 	     
    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 dividends and other distributions 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 and distributions 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 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



9







 


		
	 	
    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 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. Other than in
    connection with a Share Change or a change in the Company’s
    capitalization (as set forth in Section 3.2),
    Options may not be repriced, replaced, regranted through
    cancellation or modified without shareholder approval, evidenced
    by a majority of votes cast, if the effect of such repricing,
    replacement or regrant or modification would be to reduce the
    Option Price of such Options.




     
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 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



10







 


		
	 	
    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. Other than in
    connection with a Share Change or a change in the Company’s
    capitalization (as set forth in Section 3.2), SARs
    may not be repriced, replaced, regranted through cancellation or
    modified without shareholder approval, evidenced by a majority
    of votes cast, if the effect of such repricing, replacement or
    regrant or modification would be to reduce the price from which
    appreciation shall be computed for such SARs.




     
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
    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 Common
    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, the Non-Employee Director granted
    Deferred Units shall have no right to transfer any rights under
    the award of Deferred Units. The Non-Employee



11







 


		
	 	
    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 other 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 of Control.







		
	 	     
    (a) Notwithstanding anything contained in this Plan to the
    contrary but subject to Section 10.2(b), within
    90 days following a Change of Control, 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
    a Change of Control.
	 
	 	     
    (b) To the extent a Director is entitled to a lump sum
    payment following a Change of Control under
    Section 10.2(a) and such Change of Control does not
    constitute a “change in the ownership or effective
    control” or “a change in the ownership of a
    substantial portion of the assets” of the Company within
    the meaning of Section 409A(a)(2)(A)(v) of the Code, then
    notwithstanding Section 10.2(a), payment will be
    made, to the extent necessary to comply with the provisions of
    Section 409A of the Code, to the Director on the earliest
    of (i) the Director’s “separation from
    service” with the Company (determined in accordance with
    Section 409A); provided, however, that if the
    Participant is a “specified employee” (within the
    meaning of Section 409A), the payment date shall be the
    date that is six months after the date of the Participant’s
    separation from service with the Company, (ii) the date
    payment otherwise would have been made in the absence of
    Section 10.2(a)(provided such date is a permissible
    distribution date under Section 409A), or (iii) the
    Director’s death.






		
	 	     
    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 of Control.






		
	 	     
    11.1 Definition of Change of Control. For
    purposes hereof, a “Change of 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 of
    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 1, 2005, 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 1, 2005, 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



12







 


		
	 	
    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 shall be deemed to be an Incumbent Director;
	 
	 	     
    (iii) the consummation of 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 80% 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, any employee benefit plan sponsored or maintained
    by the Company (or the company 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 the 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 of 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 of
    Control of the Company shall then occur.







		
	 	     
    11.2 Acceleration of Benefits. (a) 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
    of Control: (i) any Awards outstanding as of the date of
    such Change of 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
    Awards, Performance Shares, Performance Units, Restricted Stock,
    Restricted Units, or Stock-Based Awards, shall automatically
    lapse, expire and terminate and all such awards shall be deemed
    to be fully earned.
	 
	 	     
    (b) To the extent an Award shall be deemed to be vested or
    restrictions lapse, expire or terminate upon the occurrence of a
    Change of Control pursuant to Section 11.2(a) and
    such Change of Control does not constitute a “change in the
    ownership or effective control” or a “change in the



13







 


		
	 	
    ownership of a substantial portion of the assets” of the
    Company within the meaning of Section 409A(a)(2)(A)(v) of
    the Code, then notwithstanding that the Award shall be deemed to
    be vested or restrictions lapse, expire or terminate upon the
    occurrence of the Change of Control or any other provision of
    this Plan, payment will be made, to the extent necessary to
    comply with the provisions of Section 409A of the Code, to
    the Participant on the earliest of (i) the
    Participant’s “separation from service” with the
    Company (determined in accordance with Section 409A);
    provided, however, that if the Participant is a
    “specified employee” (within the meaning of
    Section 409A), the payment date shall be the date that is
    six months after the date of the Participant’s separation
    from service with the Company, (ii) the date payment
    otherwise would have been made in the absence of
    Section 11.2(a) (provided such date is a permissible
    distribution date under Section 409A), or (iii) the
    Participant’s death.




     
12. Amendment or Termination of Plan.






		
	 	     
    (a) Amendment or Termination of Plan. Until
    such time as a Change of 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 of 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 this 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 Affiliates 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, this Plan as it may consider necessary or
    appropriate for such purposes without thereby affecting the
    terms of this 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 this Plan, as then in effect,
    unless this 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. 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 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.
	 
	 	     
    13.2 Withholding for Taxes. 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 and local 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, Shares held by such
    Participant having a Fair Market Value equal to the amount of
    the tax or (ii) directing the Company to retain Shares
    otherwise issuable to the Participant under the Plan.



14







 






		
	 	     
    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 such adjustments shall
    be made in a manner consistent with 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). 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



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    or business entity, the Board Committee may, in its discretion,
    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
    becomes deductible by the Company, a “covered
    employee” under Section 162(m) of the Code, to defer,
    in whole or in part, such Executive Officer’s receipt or
    exercise 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 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 is not deductible.
	 
	 	     
    (b) Deferrals. 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 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.
	 
	 	     
    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



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    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 (subject to applicable law and the terms and conditions
    of the applicable plan, program or arrangement) 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.
	 
	 	     
    13.11 Compliance with Section 409A of the
    Code. To the extent applicable, this 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 this Plan.
	 
	 	     
    13.12 Tax Penalty Avoidance. The provisions of
    this 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
    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 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 Affiliate pursuant to
    an Award, such right shall be no greater than the right of any
    unsecured general creditor of the Company or any 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




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    (other than an amendment to this 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 shall
    become effective upon approval by the shareholders of the
    Company at the 2005 Annual Meeting of Shareholders. All Awards
    granted under the Plan must be granted within ten
    (10) years from the date of adoption of the Plan. Any
    Awards outstanding ten (10) years after the adoption of the
    Plan may be exercised within the periods prescribed under or
    pursuant to the Plan.
	 
	 	     
    (b) Predecessor Plans. Upon the effective date of
    this Plan, no further grants or awards are 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.






		
	 	
    Attested:
	 
	 	
    /s/ Scott T. Mikuen
    
	 	
     

	 	
    Corporate Secretary



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