EX-10.B



 Exhibit 10(b) 

HARRIS CORPORATION 
 2005
EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT 

TERMS AND CONDITIONS 
 (AS
OF JUNE 28, 2014) 
 1. Restricted Stock Award -Terms and Conditions. Under and subject to the provisions of the Harris
Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010, and as may be further amended from time to time, the “Plan”) and upon the terms and conditions set forth herein (these “Terms
and Conditions”), Harris Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a Restricted Stock Award (the “Award”) of such
number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation as set forth in the Award Notice (as defined below) from the Corporation to the Employee (such shares, as may be adjusted in
accordance with Section 1(c) of these Terms and Conditions, the “Restricted Stock”). Such Award is subject to the following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter or notice
to the Employee specifying the Restricted Stock subject to the Award, the Restriction Period and certain other terms (the “Award Notice”), are referred to as the “Agreement”). 

(a) Restriction Period. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending as
set forth in the Award Notice (the “Restriction Period”). The Board Committee may, in accordance with the Plan, accelerate the expiration of the Restriction Period as to some or all of the Restricted Stock at any time. 

(b) Restrictions and Forfeiture. The Restricted Stock is granted to the Employee subject to the prohibitions on transfer set forth in
Section 2 below, which shall lapse, if at all, upon the expiration of the Restriction Period as described in Sections 3 and 4 below. 

(c) Rights During Restriction Period. During the Restriction Period, the Employee may exercise full voting rights with respect to all
Restricted Stock subject to the Award and shall be entitled to receive dividends and other distributions paid with respect to the Restricted Stock. If any such dividend or other distribution is paid in securities of the Corporation (including
additional shares of Common Stock), such securities shall be subject to the same restrictions on transferability, risks of forfeiture, and other restrictions and conditions as the Restricted Stock in respect of which such dividend or other
distribution was made. If the number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Corporation, the Restricted Stock subject to the Award shall be
adjusted to correspond to the change in the outstanding shares of Common Stock. For the avoidance of doubt, upon the expiration of the Restriction Period, the Employee may exercise voting rights and shall be entitled to receive dividends and other
distributions with respect to the number of shares to which the Employee is entitled pursuant hereto. 
 (d) Release of Award.
Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Restriction Period and the 

  
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satisfaction of the applicable tax withholding obligations, the Corporation shall at its option, cause the Restricted Stock to which the Employee is entitled pursuant hereto (i) to be
released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to an account for the benefit
of the Employee or his or her designee. 
 2. Prohibition Against Transfer. Until the expiration of the Restriction Period, the Award
and the Restricted Stock subject to the Award and the rights granted under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. Without
limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period, the Award and the Restricted Stock subject to the Award and the rights granted under these Terms and Conditions and the Agreement may not
be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt
to effect any of the foregoing shall be null and void and without effect. 
 3. Forfeiture; Termination of Employment.
(a) Except in the event of a Change in Control covered by Section 4 herein, it shall be a condition to the vesting of the Restricted Stock and the release of the Restricted Stock following the expiration of the Restriction Period that the
Employee shall have remained continuously in the employ of the Corporation for a minimum of one year from the grant date (the “Minimum Vesting Period”), and in the event that the Minimum Vesting Period is not satisfied, the Award and the
Restricted Stock shall be immediately and automatically forfeited upon the Employee’s termination of employment with the Corporation. Except in the event of death or permanent disability (as determined by the Corporation) of the Employee
covered in Section 3(b) herein or a Change in Control covered in Section 4 herein or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Corporation following satisfaction of the Minimum Vesting
Period but prior to the expiration of the Restriction Period: 
 (i) for any reason other than (x) retirement after age 55 with ten or
more years of full-time service, or (y) involuntary termination of employment of the Employee by the Corporation other than for Misconduct, all Restricted Stock subject to the Award shall be immediately and automatically forfeited upon such
termination of employment; or 
 (ii) due to (x) retirement after age 55 with ten or more years of full-time service or
(y) involuntary termination of employment of the Employee by the Corporation other than for Misconduct, the Employee shall be vested in, and entitled to receive a release in respect of, a pro-rata portion of the Restricted Stock subject to the
Award, and the remaining portion of the Restricted Stock subject to the Award shall be immediately and automatically forfeited as of the date of such retirement or termination of employment. Such pro-rata portion shall be measured by a fraction, of
which the numerator is the number of days of the Restriction Period during which the Employee’s employment continued, and the denominator is the number of days of the Restriction Period. The Restriction Period shall immediately expire with
respect to such pro-rata portion that is vested pursuant to the provisions of this Section 3(a)(ii), if any, and the release in respect of such pro-rata portion shall be made in the manner specified in Section 1(d) as soon as
administratively practicable following such immediate expiration of the 

  
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Restriction Period and the satisfaction of the applicable tax withholding obligations. “Misconduct” shall mean deliberate, willful or gross misconduct, as determined by the Corporation.

 (b) If the Employee ceases to be an employee of the Corporation following satisfaction of the Minimum Vesting Period but prior to the
expiration of the Restriction Period due to death or permanent disability (as determined by the Corporation), the Employee’s heirs or beneficiaries or the Employee, as applicable, shall be fully vested in, and entitled to receive a release in
respect of, the total number of shares of Restricted Stock subject to the Award. In such event, the Restriction Period shall immediately expire, and the release in respect of the Restricted Stock subject to the Award as of the date of the
Employee’s death or permanent disability (as determined by the Corporation), if any, shall be made in the manner specified in Section 1(d) as soon as administratively practicable following such immediate expiration of the Restriction
Period and the satisfaction of the applicable tax withholding obligations. 
 4. Change in Control. Upon a Change in Control, then
the Employee shall be fully vested in, and entitled to receive a release in respect of, the total number of shares of Restricted Stock subject to the Award, the Restriction Period shall immediately expire and the release in respect of the Restricted
Stock subject to the Award shall be made in the manner specified in Section 1(d) as soon as administratively practicable following such immediate expiration of the Restriction Period and the satisfaction of the applicable tax withholding
obligations. 
 5. Protective Covenants. In consideration of, among other things, the grant of the Award to the Employee, the
Employee acknowledges and agrees, by acceptance of the Award, to the following provisions: 
 (a) Non-Solicitation. During the
Protective Covenant Period, the Employee shall not, directly or indirectly, individually or on behalf of any other employer or any other business, person or entity: (i) recruit, induce, Solicit or attempt to recruit, induce or Solicit any
Individual Employed by the Corporation to terminate, abandon or otherwise leave or discontinue employment with the Corporation; or (ii) hire or cause or assist any Individual Employed by the Corporation to become employed by or provide services
to any other business, person or entity whether as an employee, consultant, contractor or otherwise. 
 (b) Customer and Potential
Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or (i) on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or
attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Corporation to cease or reduce or refrain from doing business with the Corporation; or (ii) on behalf of any Competitive Business, entice,
induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s). 

(c) Non-Competition. During the Protective Covenant Period, the Employee shall not, directly or indirectly, as an employee, independent
contractor, consultant, officer, director, principal, lender or investor engage or otherwise participate in any activities with, or provide services to, a Competitive Business, without the prior written consent of the Senior Vice


  
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President, Human Resources or other designated executive officer of the Corporation (which consent shall be at such officer’s discretion to give or withhold). Nothing in this
Section 5(c) shall preclude the Employee from owning up to 1% of the equity in any publicly traded company. 
 (d) No Disparagement
or Detrimental Comments. During the Employee’s employment with the Corporation and thereafter, the Employee shall not, directly or indirectly, make or publish, or cause to be made or published, any statement, observation or opinion, whether
verbal or written, that criticizes, disparages, defames or otherwise impugns or reasonably may be interpreted to criticize, disparage, defame or impugn, the character, integrity or reputation of the Corporation or its products, goods, systems or
services, or its current or former directors, officers, employees, agents, successors or assigns. Nothing in this Section 5(d) is intended or should be construed to prevent the Employee from providing truthful testimony or information to any
person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Corporation. 

(e) Confidentiality. During the Employee’s employment with the Corporation and thereafter, the Employee shall not use or disclose,
except on behalf of the Corporation and pursuant to and in compliance with its direction and policies, any Confidential Information of (i) the Corporation or (ii) any third party received by the Corporation which the Corporation is
obligated to keep confidential. This Section 5(e) will apply in addition to, and not in derogation of, any other confidentiality or non-disclosure agreement that may exist, now or in the future, between
the Employee and the Corporation. 
 (f) Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the
following: (i) the Employee’s acceptance of the Award and participation in the Plan is voluntary; (ii) the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Corporation, do
not constitute regular or periodic payments; (iii) the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the
Employee’s employment with the Corporation and the grant of the Award is expressly contingent upon the Employee’s agreement with the Corporation contained in Sections 5 and 6; (iv) the scope and duration of the restrictions in
Section 5 are fair and reasonable; (v) if any provisions of Sections 5(a), (b), (c), (d) or (e), or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such
provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is
enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be
extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Corporation at law or in equity. 

  
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 (g) Definitions. For purposes of Section 5 of these Terms and Conditions, the
following definitions shall apply: 
 (1) “Competitive Business” means any business, person or entity that is engaged, or
planning or contemplating to engage within a period of twelve (12) months, in any business activity that is competitive with the business and business activities engaged in by the Covered Unit(s). 

(2) “Confidential Information” means confidential, proprietary or trade secret information, whether or not marked or
otherwise designated as confidential, whether in document, electronic or other form, and includes, but is not limited to, information that is not publicly known regarding finances, business and marketing plans, proposals, projections, forecasts,
existing and prospective customers, vendor identities, employees and compensation, drawings, manuals, inventions, patent applications, process and fabrication information, research plans and results, computer programs, databases, software flow
charts, specifications, technical data, scientific and technical information, test results and market studies. 
 (3)
“Corporation” means, and shall be deemed to include, the Corporation and any Subsidiary. 
 (4) “Covered
Unit(s)” means: (i) during the period of the Employee’s employment with the Corporation, each business unit of the Corporation; and (ii) following the Employment Termination Date, each business unit of the Corporation in or
for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period
prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to
Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to
Confidential Information about, each business unit of the Corporation. 
 (5) “Customer” means, with respect to the
Corporation or the Covered Unit(s), as the case may be, any business, person or entity who purchased any products, goods, systems or services from the Corporation or such Covered Unit(s) at any time during the preceding twenty-four (24) months
(or, if after the Employment Termination Date, the last twenty-four (24) months of the Employee’s employment with the Corporation) and either with whom the Employee dealt in the course of performing the Employee’s job duties for the
Corporation or about whom the Employee has or had Confidential Information. 
 (6) “Employment Termination Date” means the
date of termination of the Employee’s employment with the Corporation, voluntarily or involuntarily, for any reason, with or without cause. 

(7) “Individual Employed by the Corporation” means any employee of the Corporation with whom the Employee dealt in the
course of performing the 

  
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Employee’s job duties at any time during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s
employment with the Corporation). 
 (8) “Potential Customer” means, with respect to the Corporation or the Covered
Unit(s), as the case may be, any business, person or entity targeted during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Corporation)
as a customer to purchase any products, goods, systems or services from the Corporation or such Covered Unit(s) and (i) with whom the Employee had direct or indirect contact, (ii) for whom the Employee participated in the development or
execution of the plan to sell products, goods, systems or services of the Corporation or such Covered Unit(s), or (iii) about whom the Employee otherwise has or had Confidential Information. 

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Corporation and the twelve
(12)-month period following the Employment Termination Date. 
 (10) “Solicit” and “Soliciting” mean any
direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any actions; provided, for purposes of Section 5(a), the term
“Solicit” excludes the placement of general advertisements inviting applications for employment that are not targeted to employees of the Corporation generally or any specific employees of the Corporation. 

6. Remedies for Breach of Section 5. (a) Forfeiture and Clawback. The Employee agrees, by acceptance of the Award,
that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Corporation, (i) the Award and all Restricted Stock subject to the Award and any rights with
respect to the Award and such Restricted Stock shall upon written notice (which may be in electronic form) immediately be forfeited and terminate and be cancelled; and (ii) the Corporation shall have the right upon written notice (which may be
in electronic form) to reclaim and receive from the Employee all Common Stock and cash, as applicable, issued or paid to the Employee in respect of the Restricted Stock, or to the extent the Employee has transferred such Common Stock, the Fair
Market Value thereof (as of the date such Common Stock was transferred by the Employee) in cash and any such return of Common Stock or payment of cash by the Employee which requires action on the part of the Employee shall be made within five
(5) business days following receipt of written demand therefore. 
 (b) Additional Relief. The Employee agrees, by acceptance of
the Award, that: (i) the remedy provided for in Section 6(a) shall not be the exclusive remedy available to the Corporation for a breach of the provisions of Sections 5(a), (b), (c), (d) or (e) and shall not limit the Corporation
from seeking damages or injunctive relief; and (ii) the Corporation’s remedies at law may be inadequate to protect the Corporation against any actual or threatened breach of the provisions of Sections 5(a), (b), (c), (d) or (e), and
therefore, without prejudice to any other rights and remedies otherwise available to the Corporation at law or in equity 

  
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(including, but not limited to, the rights under Section 6(a)), in addition to and cumulative with such rights, the Corporation shall be entitled to the granting of injunctive relief in its
favor and to specific performance without proof of actual damages and without the requirement of posting of any bond or similar security. 

(c) Forum. The Employee agrees, by acceptance of the Award, that any judicial action brought with respect to the provisions of Sections
5 or 6 of these Terms and Conditions may be filed in the United States District Court for the Middle District of Florida or in the Circuit Court of Brevard County, Florida and hereby consents to the jurisdiction of such courts and waives any
objection he/she may now or hereafter have to such venue. 
 (d) Change in Control. If a Change in Control shall occur, the
provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect. 
 7. Securities Law Requirements.
The Corporation shall not be required to issue shares pursuant to the Award unless and until (a) such shares have been duly listed upon each stock exchange on which the Corporation’s Common Stock is then registered; and (b) a
registration statement under the Securities Act of 1933 with respect to such shares is then effective. 
 8. Board Committee
Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules
and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or
reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency. 

9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of
which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and
the Plan, the terms of the Plan shall govern. 
 10. Data Privacy; Electronic Delivery. By acceptance of the Award, the Employee
acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Corporation and its Subsidiaries and affiliates as necessary, and with any vendor engaged by
the Corporation to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with this Agreement or any awards under the Plan, including, but not limited
to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile). 

11. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the
benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws 

  
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of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The
Agreement shall not in any way interfere with or limit the right of the Corporation or any Subsidiary to terminate the Employee’s employment or service with the Corporation or any Subsidiary at any time, and no contract or right of employment
shall be implied by these Terms and Conditions and the Agreement of which they form a part. For the purposes of these Terms and Conditions and the Agreement, (i) employment by the Corporation or any Subsidiary or a successor to the Corporation
shall be considered employment by the Corporation, and (ii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases
shall mean the last day actually worked (as determined by the Corporation), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following
the last day actually worked. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by
such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Corporation. 

  
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