EX-10.1






Exhibit 10.1




SUMMARY OF ANNUAL COMPENSATION OF NON-EMPLOYEE DIRECTORS




The following table summarizes the annual compensation of our non-employee directors effective as
of January 1, 2015. Employee directors are not separately compensated for service as a director.



Retainer




	 	•	 	$55,000 in cash





Non-Executive Chairman of the Board Retainer




	 	•	 	$150,000 in cash





Lead Independent Director Retainer




	 	•	 	$25,000 in cash





Audit Committee Chairperson Retainer




	 	•	 	$20,000 in cash





Committee Chairperson Retainer (other than Audit Committee) 




	 	•	 	$15,000 in cash





Board, Committee or Other Meeting or Event Attendance Fee




	 	•	 	$2,000 in cash per Board or Committee meeting or for any other meeting or event for us
or on our behalf





Deferred Compensation Plan 




	 	•	 	Under the terms of the Harris Corporation 2005 Directors’ Deferred Compensation Plan
(As Amended and Restated Effective January 1, 2009), as amended (the “2005 Directors’
Plan”), on January 1, April 1, July 1 and October 1 of each year, Harris credits each
non-employee director’s account with a number of Harris stock equivalent units having an
aggregate fair market value equal to $33,750 (for an annual rate of $135,000), which
amount may be changed from time to time by the Board. In addition, under the 2005
Directors’ Plan, prior to the commencement of a calendar year, each non-employee director
may make an irrevocable election to defer all or a portion of his or her director
compensation for the subsequent year or years. Amounts deferred at the election of the
non-employee director may be invested in investment alternatives similar to those
available under the Harris Corporation Retirement Plan or in Harris stock equivalent
units, pursuant to which a non-employee director’s account is credited with a number of
Harris stock equivalent units based on the fair market value of Harris common stock on
the date of deferral. Such Harris stock equivalent units are equivalent in value to our
            shares of common stock. A non-employee director may not transfer or reallocate amounts
invested in other investments into Harris stock equivalent units, but may reallocate
(provided director minimum stock ownership guidelines are satisfied) amounts invested in
Harris stock equivalent units into any other investment alternatives. Deferred amounts
and investment earnings on such amounts are payable in cash following the non-employee
director’s resignation, retirement or death. Each Harris stock equivalent unit is
credited with dividend equivalents, which are deemed reinvested in additional Harris
stock equivalent units on the dividend payment date.






	 	•	 	Amounts invested in Harris stock equivalent units shall be appropriately adjusted in
the event of any stock dividend or split, recapitalization, merger, spin-off,
extraordinary dividends or other similar events.






	 	•	 	A non-employee director may elect to receive amounts deferred under the 2005
Directors’ Plan, including amounts deferred in the form of Harris stock equivalent units,
either in a cash lump sum on a date certain within five years of his or her resignation
or retirement or in annual substantially equal cash installments over a designated number
of years beginning on a date certain within five years of a director’s resignation or
retirement, provided that all amounts are fully paid within ten years of resignation or
retirement.






	 	•	 	Within 90 days following a non-employee director’s death, a lump sum cash payment
equal to the then-remaining balance in his or her account will be made to his or her
beneficiary.






	 	•	 	Within 90 days following a Change of Control (as defined in the 2005 Directors’ Plan),
and to the extent permitted by Section 409A of the Internal Revenue Code, each
non-employee director (or former non-employee director) will receive a lump sum cash
payment equal to the then-remaining balance in his or her account. If payment within 90
days following a Change of Control is not permitted by Section 409A of the Internal
Revenue Code, then payment will be made at the time and in the form that payment would
have been made if a Change of Control had not occurred.






	 	•	 	The foregoing summary description of the 2005 Directors’ Plan is not complete and is
qualified in its entirety by, and should be read in conjunction with, the complete text
of the 2005 Directors’ Plan.





Travel and Other Expenses




	 	•	 	Actual costs and expenses incurred in the performance of service as a director,
including director education institutes and activities, are reimbursed.





Insurance




	 	•	 	Liability insurance and up to $200,000 in accidental death and dismemberment insurance
and an additional $200,000 in the event involved in an accident while traveling on
business relating to our affairs.





Charitable Gift Matching Program




	 	•	 	Annual maximum of $10,000 per non-employee director is matched to eligible educational
institutions and charitable organizations.