EX-10.2






Exhibit 10.2




SUPPLEMENTAL PENSION PLAN

FOR HOWARD L. LANCE

(Amended and Restated Effective January 1, 2009)




     In
order to provide appropriate compensation to and ensure the retention
of Howard L. Lance (the “Employee”) as Chief Executive
Officer of Harris Corporation (the “Corporation”), the Board of Directors determined that it was in
the best interest of the Corporation to adopt this Supplemental Pension Plan for Howard L. Lance
(the “SPP”), effective October 27, 2006.



     The Corporation and the Employee desire to amend and restate the SPP, effective January 1,
2009, to assure its compliance with Section 409A of the Internal Revenue Code of 1986, as amended
from time to time (the “Code”), and to make certain clarifying changes thereto.



     The Corporation intends that the SPP shall be an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of management or highly compensated
employees within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income
Security Act of 1974 (“ERISA”).



SECTION 1

DEFINITIONS




     When used herein, the following words and phrases and any derivatives thereof shall have the
meanings set forth below unless the context clearly indicates otherwise. Definitions of other
words and phrases are set forth throughout the SPP. Section references indicate Sections of the
SPP unless otherwise stated.



     “Actuarial Equivalent” means equal value computed on the basis of (i) the “applicable
mortality table” determined from time to time under Section 417(e)(3) of the Code, and (ii) a
discount rate equal to 120% of the annual long-term Applicable Federal Rate for purposes of Section
1274(d) of the Code for the calendar month containing the Termination Date, compounded annually.



     “Cause” has the meaning set forth in the Letter Agreement.



     “Compensation Committee” means the Management Development and Compensation Committee of the
Board of Directors of the Corporation.



     “Corporation” means Harris Corporation, a Delaware corporation.



 









 





     “Disabled” or “Disability” means that the Employee either (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not
less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, is receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the
Corporation.



     “Disability Date” means the date on which the Employee becomes Disabled.



     “Early Retirement Eligibility Date” means the date the Employee has attained age 55 and
accrued 10 Years of Credited Service.



     “Employee” means Howard L. Lance.



     “Executive Severance Agreement” means the Executive Severance Agreement between the Employee
and the Corporation dated December 19, 2008, and effective January 1, 2009.



     “Final Pay” means the sum of (i) the Employee’s base salary paid during the one-year period
ending with the last day the Employee held the position of Chief Executive Officer of the
Corporation, plus (ii) the Employee’s annual cash incentive (excluding any award under the Harris
Corporation Performance Reward Plan or any successor plan thereto) payable at target, per the
annual cash incentive arrangement in place for the Employee on the last day the Employee held the
position of Chief Executive Officer of the Corporation; provided, however, that for
purposes of determining “Final Pay” in the event of the Employee’s Disability, the Employee’s base
salary and annual cash incentive shall be determined as of the Disability Date, rather than on the
last day the Employee held the position of the Chief Executive Officer of the Corporation.



     “Good Reason” has the meaning set forth in the Letter Agreement.



     “Late Retirement Date” means the Employee’s Termination Date, if the Termination Date occurs
after the Employee’s Normal Retirement Date.



     “Letter Agreement” means the Letter Agreement between the Employee and the Corporation dated
December 19, 2008, and effective January 1, 2009.



     “Normal Retirement Date” means the date the Employee attains age 60.



     “SPP” means the Supplemental Pension Plan for Howard L. Lance, as contained herein and as
hereafter amended from time to time.



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     “SPP Benefit” means any benefit to which the Employee is entitled pursuant to Section 3 of
this SPP.



     “SPP Commencement Date” means the date that payment of the SPP Benefit hereunder actually
commences.



     “Surviving Spouse” means the person to whom the Employee is legally married on his SPP
Commencement Date.



     “Termination Date” means the date of the Employee’s separation from service with the
Corporation and its affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without
regard to any permissible alternative definition thereunder). Notwithstanding any other provision
herein, “affiliate” for purposes of determining whether the Employee has incurred a “separation
from service” shall be defined to include all entities that would be treated as part of the group
of entities comprising the Corporation under Sections 414(b) and (c) of the Code and the
accompanying regulations, but substituting a 50% ownership level for the 80% ownership level set
forth therein.



     “Trust” means any trust created under Section 7.2(b) pursuant to an agreement by and between
the Corporation and the trustee, under which assets are held in connection with paying benefits
under the SPP.



     “Years of Credited Service” shall be measured on the basis of twelve (12) consecutive month
periods commencing on the Employee’s effective date of employment and subsequent annual
anniversaries thereof, and ending on the Employee’s Termination Date. Any period of less than
twelve (12) consecutive months shall be rounded to the nearest whole month. Paid and authorized
leaves of absence shall not cause a break in consecutive employment periods.



SECTION 2

ELIGIBILITY TO PARTICIPATE




     The only participant in the SPP shall be the Employee.



SECTION 3

ELIGIBILITY FOR AND AMOUNT OF BENEFIT




     3.1 Normal Retirement Benefit. If the Employee retires on his Normal Retirement Date,
then the Employee shall be entitled to a Normal Retirement Benefit. The “Normal Retirement
Benefit” shall be a benefit, calculated as a single life annuity for the Employee’s life, equal
to Thirty–Two Percent (32%) of the Employee’s Final Pay.



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     3.2 Late Retirement Benefit. If the Employee retires on his Late Retirement Date, then
the Employee shall be entitled to a Late Retirement Benefit. The “Late Retirement Benefit”
shall be a benefit, calculated as a single life annuity for the Employee’s life, equal to the
product of the Late Retirement Benefit Percentage and the Employee’s Final Pay. The “Late
Retirement Benefit Percentage” shall be Thirty-Two Percent (32%), reduced Two-Twelfths
(2/12ths) of One Percent (1%) for each month by which the Employee’s age as of the last
day the Employee held the position of Chief Executive Officer of the Corporation exceeds age sixty
(60), with any partial month rounded to the nearest whole month (e.g., 30% if the Employee
is age 61 as of such date, 29% if the Employee is age 611/2 as of such date and 28% if the Employee
is age 62 as of such date).



     3.3 Early Retirement Benefit. If the Employee retires on or after his Early
Retirement Eligibility Date, but before his Normal Retirement Date, then the Employee shall be
entitled to an Early Retirement Benefit. The “Early Retirement Benefit” shall be a
benefit, calculated as a single life annuity for the Employee’s life, equal to the product of
Thirty-Two Percent (32%) and the Employee’s Final Pay, with the result reduced Five-Twelfths
(5/12ths) of One Percent (1%) for each month by which age sixty (60) exceeds the
Employee’s age as of the Termination Date, with any partial month rounded to the nearest whole
month. Notwithstanding the foregoing, if the Employee elects pursuant to Sections 5.1(b) and
5.2(a)(2) that payment of the Early Retirement Benefit commence on a date later than the
Termination Date, then the Early Retirement Benefit shall be the Actuarial Equivalent of the Early
Retirement Benefit that would have been paid to the Employee had payment thereof commenced on the
Termination Date.



     3.4 Termination without Cause or for Good Reason prior to Early Retirement Eligibility
Date. If before his Early Retirement Eligibility Date the Employee is terminated without Cause
or terminates for Good Reason, then the Employee shall be entitled to a Termination Benefit. The
“Termination Benefit” shall be a benefit, calculated as a single life annuity for the
Employee’s life, equal to the Employee’s Final Pay times the product of (w) times (x), with the
result reduced by (y). For this purpose, (w) is Two and One-Half Percent (2.5%), (x) is the
Employee’s Years of Credited Service as of his Termination Date and (y) is Six-Twelfths
(6/12ths) of One Percent (1%) for each month by which age fifty-seven (57) exceeds the
Employee’s age as of the Termination Date, with any partial month rounded to the nearest whole
month. Notwithstanding the foregoing, if the Employee elects pursuant to Sections 5.1(b) and
5.2(a)(2) that payment of the Termination Benefit commence on a date later than the Termination
Date, then the Termination Benefit shall be the Actuarial Equivalent of the Termination Benefit
that would have been paid to the Employee had payment thereof commenced on the Termination Date.



     3.5 Disability Retirement Benefit.



          (a) If the Employee becomes Disabled before his Early Retirement Eligibility Date, then the
Employee shall be entitled to a Disability Retirement Benefit. The “Disability Retirement
Benefit” shall be a benefit, calculated as a single life annuity for the Employee’s life, equal
to the Employee’s Final Pay times the product of (w) times (x), with the result reduced by (y).
For this purpose, (w) is Two and One-Half Percent (2.5%), (x) is the Employee’s Years of



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Credited Service as of his Disability Date and (y) is Six-Twelfths (6/12ths) of One
Percent (1%) for each month by which age fifty-seven (57) exceeds the Employee’s age as of the
Disability Date, with any partial month rounded to the nearest whole month.




          (b) If the Employee becomes Disabled on or after his Early Retirement Eligibility Date, then
no Disability Retirement Benefit shall be payable under the SPP and the Employee’s SPP Benefit
shall be determined under Section 3.1, 3.2, or 3.3, as applicable.




     3.6 Death of Employee.



          (a) If the Employee dies before his SPP Commencement Date, then no benefit shall be paid to
any person or entity under this SPP.




          (b) If the Employee dies after his SPP Commencement Date, then the SPP Benefit, if any, after
the Employee’s death shall be determined by the form of life annuity that was in force on the
Employee’s date of death.




     3.7 Resignation or Termination for Cause prior to Early Retirement Eligibility Date.
If before his Early Retirement Eligibility Date the Employee resigns or is terminated for Cause,
then no benefit shall be paid to any person or entity under this SPP.



     3.8 Change in Control.



          (a) If (i) the Corporation undergoes a “change in control” (as defined in the Executive
Severance Agreement), and (ii) the Employee terminates employment before his Early Retirement
Eligibility Date under the circumstances that entitle the Employee to benefits under Section 3 of
the Executive Severance Agreement, then the Employee shall be entitled to a Change in Control
Retirement Benefit. The “Change in Control Retirement Benefit” shall be a benefit,
calculated as a single life annuity for the Employee’s life, equal to the Employee’s Final Pay
times the product of (w) times (x), with the result reduced by (y). For this purpose, (w) is Two
and One-Half Percent (2.5%), (x) is the Employee’s Years of Credited Service as of his Termination
Date, plus two (2) additional Years of Credited Service, as though the Employee had terminated
employment with the Corporation on the second anniversary of his actual Termination Date and (y) is
Six-Twelfths (6/12ths) of One Percent (1%) for each month by which age fifty-seven (57)
exceeds the Employee’s age as of the Termination Date, with any partial month rounded to the
nearest whole month; provided, however, that under no circumstances shall the
Change in Control Retirement Benefit exceed the Early Retirement Benefit that would have been
payable to the Employee pursuant to Section 3.3 had the Employee attained age fifty-five (55) and
accrued ten (10) Years of Credited Service as of the Termination Date. Notwithstanding the
foregoing, if the Employee elects pursuant to Sections 5.1(b) and 5.2(a)(2) that payment of the
Change in Control Retirement Benefit commence on a date later than the Termination Date, then the
Change in Control Retirement Benefit shall be the Actuarial Equivalent of the Change in Control
Retirement Benefit that would have been paid to the Employee had payment thereof commenced on the
Termination Date.





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          (b) If (i) the Corporation undergoes a “change in control” (as defined in the Executive
Severance Agreement), and (ii) the Employee terminates employment on or after his Early Retirement
Eligibility Date under the circumstances that entitle the Employee to benefits under Section 3 of
the Executive Severance Agreement, then no Change in Control Retirement Benefit shall be payable
under the SPP and the Employee’s SPP Benefit shall be determined under Section 3.1, 3.2, or 3.3, as
applicable.




     3.9 Reduction in SPP Benefit for Disability Payments. If the Employee receives an SPP
Benefit under this Section 3, then during the period from the Employee’s SPP Commencement Date to
the date that the Employee attains age 65 there shall be deducted from the SPP Benefit the amount
of payments made to the Employee under any and all long-term disability plan(s) (broad-based and
executive) sponsored by the Corporation.



SECTION 4

VESTING




     4.1 In General. The Employee’s entitlement to an SPP Benefit is described in Section
3. For example, as provided in Section 3.7, if before his Early Retirement Eligibility Date the
Employee resigns or is terminated for Cause, then no benefit shall be paid to any person or entity
under this SPP. However, and notwithstanding anything to the contrary in Section 3 or the SPP, if
the Employee violates the provisions of either Section 4.2 or 4.3 below, then no benefit shall be
paid to any person or entity under this SPP, or, if SPP payments have commenced as of the date of
such violation, then payments shall cease immediately and no further SPP payments shall be made.



     4.2 Non-Competition Provision. During the Employee’s employment with the Corporation
and continuing thereafter while the Employee is entitled to receive or is receiving benefits under
the SPP (provided, however, that if the Employee is terminated by the Corporation without Cause or
if the Employee terminates employment for Good Reason, then this Section 4.2 shall remain in effect
only until the second anniversary of the Employee’s Termination Date), the Employee shall not
directly or indirectly (without the Corporation’s written consent):



          (a) hold a 5% or greater equity (including stock options, whether or not exercisable), voting
or profit participation interest in a “Competitive Enterprise” (as hereinafter defined), or




          (b) associate (including as a director, officer, employee, partner, consultant, agent or
advisor) with a Competitive Enterprise and in connection with the Employee’s association engage, or
directly or indirectly manage or supervise personnel engaged, in any activity:




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(i) that is substantially related to any activity that the Employee was
engaged in with the Corporation or its affiliates during the 12 months prior
to the Termination Date,




(ii) that is substantially related to any activity for which the Employee
had direct or indirect managerial or supervisory responsibility with the
Corporation or its affiliates during the 12 months prior to the Termination
Date, or




(iii) that calls for the application of relationships or specialized
knowledge or skills substantially related to those used by the Employee in
his activities with the Corporation or its affiliates during the 12 months
prior to the Termination Date.


For purposes of the SPP, “Competitive Enterprise” means any business enterprise that either
(A) engages in any activity that competes anywhere with any activity that the Corporation or its
affiliates is then engaged in or (B) holds a 5% or greater equity, voting or profit participation
interest in any enterprise that engages in such a competitive activity.




     4.3 Non-Solicitation Provision. During the Employee’s employment with the Corporation,
and continuing thereafter while the Employee is entitled to receive or is receiving benefits under
the SPP (provided, however, that if the Employee is terminated by the Corporation without Cause or
if the Employee terminates employment for Good Reason, then this Section 4.3 shall remain in effect
only until the second anniversary of the Employee’s Termination Date), the Employee shall not, in
any manner, directly or indirectly (without the prior written consent of the Corporation): (i)
“Solicit” (as hereinafter defined) any “Customer” (as hereinafter defined) to transact business
with a Competitive Enterprise or to reduce or refrain from doing any business with the Corporation,
(ii) transact business with any Customer that would cause the Employee to be a Competitive
Enterprise, (iii) interfere with or damage any relationship between the Corporation and a Customer
or (iv) Solicit anyone who is then an employee of the Corporation (or who was an employee of the
Corporation within the prior 12 months) to resign from the Corporation or to apply for or accept
employment with any other business or enterprise. For purposes of the SPP, a “Customer”
means any customer or prospective customer of the Corporation or its affiliates whose identity
became known to the Employee in connection with his relationship with or employment by the
Corporation or its affiliates, and “Solicit” means 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 action.



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SECTION 5

FORM AND COMMENCEMENT OF BENEFIT




     5.1 Employee Election as to Form and Timing of Benefit.



          (a) The normal form of payment to the Employee of his SPP Benefit is a single life annuity for
the life of the Employee, payable annually. Notwithstanding the foregoing, the Employee may elect
in writing, prior to the SPP Commencement Date, that his SPP Benefit be paid to him or to him and
his Surviving Spouse in any “life annuity” (as defined under Section 409A of the Code and
regulations thereunder) form that is the actuarial equivalent of the SPP Benefit payable as an
annual single life annuity, and for purposes of clarity, under no circumstances shall the SPP
Benefit be payable in the form of a lump sum. Actuarial equivalence for this purpose shall be
determined utilizing the actuarial assumptions and methods set forth in the definition of
“Actuarial Equivalent” set forth in Section 1 hereof, or, if such assumptions and methods are
determined to be unreasonable for purposes of Section 409A of the Code, utilizing such actuarial
assumptions and methods which are determined to be reasonable for purposes of Section 409A of the
Code.




          (b) The Employee shall initially be given an opportunity to make the election described in
Section 5.2(a)(2) with respect to the commencement of his Early Retirement Benefit, Termination
Benefit or Change in Control Retirement Benefit in writing no later than December 31, 2008 (or any
later date permitted under transitional rules under Section 409A of the Code). Any subsequent
change in such election also shall be made in writing, must be received by the Corporation no later
than twelve (12) months prior to the SPP Commencement Date and must provide for a five (5) year
delay in payment as required by Section 409A(a)(4)(C) of the Code. The Employee shall elect a
single SPP Commencement Date that shall apply to each of the Early Retirement Benefit, Termination
Benefit and Change in Control Retirement Benefit.




     5.2 Commencement.



          (a) The Employee shall commence receipt of any SPP Benefit payable pursuant to Section 3 on
the applicable date under this Section 5.2, but, except in the case of a Disability Retirement
Benefit, not earlier than his Termination Date, or, if the Employee is a “Specified Employee” under
the Harris Corporation Specified Employee Policy for 409A Arrangements as of his Termination Date,
six (6) months after his Termination Date:




               (1) If the Employee is entitled to receive a Normal Retirement Benefit under Section 3.1 or a
Late Retirement Benefit under Section 3.2, his SPP Commencement Date shall be the first day of the
month coincident with or next following the Employee’s Termination Date.



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               (2) If the Employee is entitled to receive an Early Retirement Benefit under Section 3.3, a
Termination Benefit under Section 3.4 or a Change in Control Retirement Benefit under Section 3.8,
his SPP Commencement Date shall be the date elected by the Employee pursuant to Section 5.1(b)
which is the first day of any month coincident with or following the Employee’s Termination Date,
but not later than the first day of the month coincident with or next following the Employee’s
Normal Retirement Date. In the absence of any such election, the Employee shall be deemed to have
elected that his SPP Commencement Date with respect to the Early Retirement Benefit, Termination
Benefit or Change in Control Retirement Benefit be the first day of the month coincident with or
next following the Employee’s Termination Date.



               (3) If the Employee is entitled to receive a Disability Retirement Benefit under Section 3.5,
his SPP Commencement Date shall be the first day of the month coincident with or next following the
Employee’s Disability Date.



          (b) If payment to the Employee of the SPP Benefit is delayed six (6) months after his
Termination Date pursuant to Section 5.2(a), then each and every periodic payment which otherwise
would have been paid during the six (6) month delay period shall be paid in a lump sum during the
seventh calendar month following the Employee’s Termination Date and each such delayed payment
shall have added to it interest calculated at the discount rate for determining Actuarial
Equivalence under the SPP.



          (c) Notwithstanding the foregoing provisions herein, to the extent permitted under Section
409A of the Code, payment may be delayed in the event that (i) calculation of the amount of the
payment is not administratively practical due to events beyond the Employee’s control, (ii) there
is a dispute as to amount due or the proper recipient of such benefit payment, (iii) the payment
would jeopardize the ability of the Corporation to continue as a going concern, or (iv) the
Corporation reasonably anticipates that the payment will violate Federal securities laws or other
applicable laws. If payment is delayed under (i), (ii) or (iii) above, the payment shall be made
during the first calendar year in which the calculation of the amount of the payment is
administratively practicable, the amount or recipient of the payment is no longer in dispute, or
the making of the payment would not have such effect on the Corporation, whichever is applicable.
If payment is delayed under (iv) above, the payment shall be made at the earliest date at which
the Corporation reasonably anticipates that the making of the payment will not cause such
violation.



     5.3 Nonqualified Deferred Compensation Plan Omnibus Provision.



          (a) It is intended that any benefit which is provided pursuant to or in connection with the
SPP or the Trust which is considered to be nonqualified deferred compensation subject to Section
409A of the Code shall be provided and paid in a manner, and at such time and in such form, as
complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax
consequences provided therein for non-compliance. This SPP shall be interpreted consistent with
such intent.



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          (b) It is specifically intended that all elections, consents and modifications thereto under
the SPP will comply with the requirements of Section 409A of the Code (including any transition
rules thereunder). The Compensation Committee is authorized to adopt rules or regulations deemed
necessary or appropriate in connection therewith to comply with the requirements of Section 409A of
the Code. The Compensation Committee is authorized to amend or declare void any election under the
SPP in such manner as may be determined by it to be necessary or appropriate to evidence or further
evidence required compliance with Section 409A of the Code.



          (c) Notwithstanding anything to the contrary in this SPP, neither the Corporation nor its
affiliates shall be liable in any manner for any federal, state or local income or excise taxes
(including but not limited to any taxes under Sections 409A or 4999 of the Code), or penalties or
interest with respect thereto, as a result of the payment of any benefits under the SPP or the
inclusion of the SPP Benefit or the value thereof in the Employee’s income; and further provided
that in consideration of the Corporation’s adoption of the SPP for the benefit of Employee,
Employee expressly waives his right to any gross-up payment under Section 4 of the Executive
Severance Agreement (which Section addresses excise taxes under Section 4999 of the Code or
interest or penalties with respect thereto), but only as such gross-up relates to the SPP Benefit
itself, and not with respect to any other payment to Employee under any plan, arrangement, or
agreement other than the SPP; and to such extent the SPP shall be deemed to be a modification
pursuant to Section 18 of the Executive Severance Agreement.



SECTION 6

AMENDMENT AND TERMINATION




     The SPP may be amended or terminated only by a writing signed by both the Corporation and
Employee. The SPP is based on the current provisions of the law applicable to such type of plan. If
there is a material change in the law, the Corporation will work with Employee in good faith to
provide a comparable or amended plan taking into account any such change in the law. In the event
the benefit accrual under the SPP is frozen, payment of vested benefits under the SPP shall
nevertheless be made pursuant to Section 5. Any termination of the SPP shall be effected in
conformity with the requirements of Section 409A of the Code.



SECTION 7

MISCELLANEOUS




     7.1 No Effect on Employment Rights. Nothing contained herein will confer upon the
Employee the right to be retained in the service of the Corporation nor limit the right of the
Corporation to discharge or otherwise deal with the Employee without regard to the existence of the
SPP.



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     7.2 Funding.



     (a) General Rules. The SPP at all times shall be unfunded such that the SPP Benefit
shall be paid solely from the general assets of the Corporation and/or the Trust, as applicable.
Neither the Employee nor his Surviving Spouse shall have any interest in any particular assets of
the Corporation and/or the Trust by reason of the right to receive a benefit under the SPP and the
Employee or his Surviving Spouse shall have only the rights of a general unsecured creditor of the
Corporation with respect to any rights under the SPP. Nothing contained in the SPP and/or the Trust
shall constitute a guaranty by the Corporation or any other entity or person that the assets of the
Corporation and/or the Trust will be sufficient to pay any benefit hereunder.



     (b) Creation of and Funding of Rabbi Trust. No later than the Employee’s Termination
Date or, if earlier, the date the Corporation undergoes a “change in control” (as defined in the
Executive Severance Agreement), (i) the Corporation shall maintain the Trust as hereinafter
described; and (ii) the Corporation shall contribute to the Trust in cash or other liquid assets
acceptable to the trustee of the Trust (A) the Actuarially Equivalent present value of the total
benefits expected to be paid to the Employee and his Surviving Spouse under the SPP, with such
amount to be determined by a nationally recognized actuarial firm, which may be an actuarial firm
that is at the time of determination providing actuarial or other services to the Corporation or
its benefit plans; plus (B) the Actuarially Equivalent present value of the Trust administration
and trustee fees and expenses (including the fees and expenses of any agent of the trustee) which
the trustee reasonably expects to be incurred over the life of the Trust. The terms of the Trust
shall generally follow the model rabbi trust set forth in IRS Revenue Procedure 92-64, except that
(1) the Trust shall be irrevocable from the date of its creation; (2) the Trust shall be
non-amendable by the Corporation except with the consent of the Employee or his legal
representative; (3) the power to direct the investment of the Trust assets shall be held by the
Corporation; (4) the Corporation shall remain liable for the payment of the SPP Benefit to the
extent there is any shortfall of assets under the Trust; (5) the initial trustee and any successor
thereto shall be a bank or trust company with shareholder equity of at least $1.0 billion; and (6)
neither the Trust nor its assets shall be located or transferred outside the United States.



     7.3 Administration. The SPP shall be administered by the Compensation Committee. The
Compensation Committee shall have all powers necessary or appropriate to carry out the provisions
of the SPP. It may, from time to time, establish rules for the administration of the SPP and the
transaction of the SPP’s business.



     The Compensation Committee shall have the exclusive right to make any finding of fact
necessary or appropriate for any purpose under the SPP including, but not limited to, the
determination of eligibility for and amount of any benefit.



     The Compensation Committee shall have the exclusive right to interpret the terms and
provisions of the SPP and to determine any and all questions arising under the SPP or in connection
with its administration, including, without limitation, the right to remedy or resolve possible
ambiguities, inconsistencies, or omissions by general rule or particular decision, all in its sole
and absolute discretion.



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     To the extent permitted by law, all findings of fact, determinations, interpretations, and
decisions of the Compensation Committee shall be conclusive and binding on all persons having or
claiming to have any interest in or right under the SPP.



     7.4 Disclosure. The Employee shall be a signatory to and shall receive a copy of the
SPP.



     7.5 State Law. The SPP is established under and will be construed according to the
laws of the State of Florida, to the extent that such laws are not preempted by ERISA and valid
regulations published thereunder.



     7.6 Spendthrift Provisions. No benefit payable under the SPP or by the Trust will be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge prior to actual receipt thereof by the payee. Any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge prior to such receipt will be void. The
Corporation and the trustee will not be liable in any manner for or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to any benefit under the SPP.
The amounts payable under the SPP or by the Trust will be exempt from the claims of the Employee’s
creditors to the fullest extent permitted by law.



     7.7 Incapacity of Recipient. In the event the recipient of a benefit payable under the
SPP is declared incompetent and a conservator or other person legally charged with the care of the
recipient’s person or estate is appointed, any benefits under the SPP (including any payments from
the Trust) to which such recipient is entitled shall be paid to such conservator or other person
legally charged with the care of the recipient’s person or estate. Except as provided above in this
Section, when the Compensation Committee in its sole discretion, determines that a recipient of a
benefit payable under the SPP is unable to manage his or her financial affairs, the Compensation
Committee may direct the Corporation or the trustee to make distributions to a duly authorized
person for the benefit of such recipient.



     7.8 Unclaimed Benefit. The Employee shall keep the Compensation Committee informed of
his current address and the current address of his spouse. The Compensation Committee shall not be
obligated to search for the whereabouts of any person. If the location of the Employee or the
Employee’s Surviving Spouse is not made known to the Compensation Committee such that an amount
payable under the SPP may be paid to such person no later than the Latest Payment Date, then such
payment irrevocably shall be forfeited immediately following the Latest Payment Date. For this
purpose, the “Latest Payment Date” shall be the latest date on which a payment of the SPP Benefit
may be paid to the Employee or the Surviving Spouse, as applicable, without the imposition of
excise taxes and other penalties under Section 409A of the Code.



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     7.9 Limitations on Liability. Notwithstanding any other provision of the SPP, except for
payment of the SPP Benefit and expense reimbursements, if any, due under the SPP by the Corporation
and/or from the Trust, neither the Corporation, the trustee nor any individual acting as an agent
of the Corporation or as a member of the Compensation Committee shall be liable to the Employee,
Surviving Spouse or any other person for any claim, loss, liability or expense incurred in
connection with the SPP or the Trust.



     7.10 Claims Procedure. The Compensation Committee has full discretion and the
exclusive right to determine eligibility for benefits under the SPP pursuant to its terms. The
determination of the Compensation Committee may only be appealed to the Board of Directors of the
Corporation. Claims and appeals shall be processed in accordance with the requirements of ERISA, to
the extent applicable thereto. The foregoing shall not eliminate or reduce the authority and
powers of the trustee under the Trust.



     7.11 No Enlargement of Rights. The Employee will have no right to or interest in any
portion of the SPP and/or the Trust except as specifically provided in the SPP and/or the Trust.



     7.12 Withholding for Taxes. Payments under the SPP or from the Trust will be subject
to withholding for payroll taxes as required by law, including federal, state and local income
taxes and FICA taxes.



     7.13 Employee’s Expense in Dispute Resolution. The Corporation agrees to pay, to the
full extent permitted by law, all legal fees and expenses which the Employee may reasonably incur
as a result of a contest, arbitration, litigation or other dispute resolution or legal action in
which the Employee substantially prevails, whether instituted by or against the Corporation, the
Employee, any director, officer, shareholder or other person affiliated with the Corporation, or
any successor thereto in any jurisdiction, of the validity or enforceability of, or liability
under, any provision of the SPP or the Trust or any guarantee of performance thereof (including as
a result of any contest by the Employee about the amount of any payment pursuant to the SPP or the
Trust), plus in each case interest on any delayed payment calculated at the discount rate for
determining Actuarial Equivalence under the SPP. Within fourteen (14) days following the date of
any substantial prevail by the Employee in a dispute, the Employee shall provide the Corporation
with copies of invoices and other documents reasonably requested by the Corporation evidencing the
legal fees and expenses incurred by the Employee in connection with the dispute. Any payment by the
Corporation pursuant to this Section 7.13 shall be made within sixty (60) days following the date
that the Employee substantially prevails in the dispute.



     7.14 All Prior Agreements Superseded. Except to the extent that the SPP expressly
refers to other documents, such as the Letter Agreement and the Executive Severance Agreement, the
SPP constitutes the sole and complete understanding between the Corporation and the Employee with
respect to all issues arising from the Corporation’s obligation under the SPP. The SPP replaces
and supersedes all previous written documents and all oral agreements, of any nature whatsoever,
regarding the Corporation’s obligation to provide such supplemental retirement benefits (but only
such benefits) and expense reimbursements, if any, to the



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Employee, and the Employee has indicated his acknowledgement of said fact by signing this SPP
in the space below.



     7.15 Distributions to Pay Taxes and Corresponding Reduction of Benefit. In the event
the Employee or his Surviving Spouse becomes subject to tax with respect to a SPP Benefit before
the time for payment set forth in Section 5.2, then, to the extent permitted under, and in
compliance with the requirements of, Section 409A of the Code, distribution may be made to or for
the benefit of the Employee or his Surviving Spouse of the amount of such tax (including interest
and penalties). In such event, the SPP Benefit shall be reduced by the Actuarially Equivalent
value of such distribution (other than the amount for interest or penalties) with such reduction to
be made on a pro-rata basis over the remaining term of benefit payments under the SPP. If any such
distribution exceeds benefits payable under the SPP, then the Employee, his beneficiary or estate
of the Employee or his Surviving Spouse receiving the same shall be obligated to return to the
Corporation that part of such distribution which exceeds benefits payable under the SPP.



[document continued on next page]




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     IN WITNESS WHEREOF, Employee and Harris Corporation have caused this Supplemental Pension Plan
to be executed on the date(s) shown below, but effective as of the date indicated above.



	 	 	 	 	 
	HARRIS CORPORATION

 	 
	By:  	/s/
Stephen P. Kaufman 	 
	Title: 	 	Chairperson of the Management
Development and Compensation Committee 	 
	 
	Date: 	 	December
23, 2008
 	 
	 



	 	 	 	 	 
	EMPLOYEE

 	 
	/s/
Howard L. Lance 	 
	Howard L. Lance 	 
	 	 
	Date: 	December
19, 2008
 	 
	 



Witnessed
by:   /s/   Scott T. Mikuen              





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