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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2010
HARRIS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-3863
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34-0276860 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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1025 West NASA Blvd., Melbourne, Florida
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32919 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (321) 727-9100
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
1. Compensation Actions.
On August 28, 2010, the independent members of the Board of Directors (the Board) of Harris
Corporation (the Company or Harris) approved certain compensation actions with respect to
Howard L. Lance, the Companys Chairman, President and Chief Executive Officer. On August 27,
2010, the Management Development and Compensation Committee (the Compensation Committee) of the
Board approved certain compensation actions with respect to the Companys other named executive
officers (pursuant to Instruction 4 to Item 5.02 of Form 8-K, those executive officers previously
included in the Summary Compensation Table in the Proxy Statement for the Companys 2009 Annual
Meeting of Shareholders) who are currently employed with the Company (together, the named
executive officers). The approved compensation actions for the named executive officers were in
respect of both fiscal 2010 (which ended July 2, 2010) and fiscal 2011 (which began July 3, 2010),
as described below.
(i) Fiscal 2010 Cash Payouts Under the 2005 Annual Incentive Plan:
Cash payouts under the Harris Corporation 2005 Annual Incentive Plan (the 2005 Annual
Incentive Plan) in respect of fiscal 2010 were approved based on performance measures and other
individual performance objectives established early in fiscal 2010. The pre-established
performance measures included revenue and operating income or segment revenue and operating income.
Approved payouts to the named executive officers were as follows: Howard L. Lance $1,690,000;
Gary L. McArthur $527,000; Robert K. Henry $739,000; and Daniel R. Pearson $335,000.
(ii) Fiscal 2010 Performance Share Award Payouts Under the 2005 Equity Incentive Plan:
Performance share award payouts under the Harris Corporation 2005 Equity Incentive Plan, as
previously amended, in respect of the fiscal 2008-2010 three-year performance period were approved
based on performance measures established early in fiscal 2008. The pre-established performance
measures consisted of the Companys cumulative earnings before interest and taxes (EBIT) and
average annual return on invested capital (ROIC), weighted equally, over the fiscal 2008-2010
performance period and the Companys EBIT growth and average annual ROIC over the fiscal 2008-2010
performance period compared with the Standard and Poors 500 and Midcap 400 indices. Approved
payouts to the named executive officers were as follows: Howard L. Lance 38,250 shares; Gary L.
McArthur 7,250 shares; Robert K. Henry 12,250 shares; and Daniel R. Pearson 5,250 shares.
(iii) Base Salaries:
The following annual base salaries were approved for the named executive officers, effective
August 28, 2010: Howard L. Lance $1,050,000; Gary L. McArthur $550,000; Robert K. Henry
$560,000; and Daniel R. Pearson $480,000.
(iv) Fiscal 2011 Minimum, Target and Maximum Cash Award Levels under the Annual Incentive
Plan:
As discussed in greater detail in Section 2 below, on August 27, 2010, the Compensation
Committee recommended that the Board approve, and on August 28, 2010, the Board approved, the
Harris Corporation Annual Incentive Plan (the Annual Incentive Plan), with an effective date of
July 3, 2010, subject to approval by the shareholders of the Company.
Minimum, target and maximum cash award levels for potential payouts under the Annual Incentive
Plan in respect of fiscal 2011 were approved for the named executive officers. In addition, the
performance measures that will be applied for purposes of determining such potential payouts were
also
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approved. These performance measures include: (a) the Companys revenue and operating income,
weighted equally, and (b) individual performance objectives. The approved
minimum, target and maximum cash award levels for the named executive officers in respect of fiscal
2011 were as follows: Howard L. Lance: $0 $1,260,000 $2,520,000; Gary L. McArthur: $0
$395,000 $790,000; Robert K. Henry: $0 $505,000 $1,010,000; and Daniel R. Pearson: $0
$345,000 $690,000. Mr. Henry will retire in September 2010 and pursuant to the terms of the Annual Incentive Plan, his payment in respect of fiscal 2011 will be pro rated.
(v) Fiscal 2011 Grants of Stock Options and Performance Share Awards Under the Restated 2005
Equity Incentive Plan:
As discussed in greater detail in Section 3 below, on August 27, 2010, the Compensation
Committee recommended that the Board approve, and on August 28, 2010, the Board approved, an
amendment and restatement of the Harris Corporation 2005 Equity Incentive Plan (as so amended and
restated, the Restated 2005 Equity Incentive Plan). Equity awards granted on or after August 27,
2010, including those set forth below under this paragraph (v), are made under the Restated 2005
Equity Incentive Plan.
Options: Grants of options to purchase shares of the Companys common stock under the Restated
2005 Equity Incentive Plan were approved for certain named executive officers as follows: Howard
L. Lance 178,400 shares; Gary L. McArthur 45,800 shares; and Daniel R. Pearson 40,000
shares. The options granted have a ten-year term and have an exercise price equal to $42.87, which
was the closing price per share of the Companys common stock on August 27, 2010. The options
granted vest in increments over a period of three years as follows: one-third vest on the first
anniversary of the grant date; an additional one-third vest on the second anniversary of the grant
date; and the final one-third vest on the third anniversary of the grant date. The exercise price
may be paid in cash and/or shares of the Companys common stock, or by cashless exercise
procedures. The form of Stock Option Award Agreement Terms and Conditions (as of July 3, 2010) for
the stock option grants made to such named executive officers is filed as Exhibit 10.1 to this
Current Report on Form 8-K, and is incorporated herein by reference.
Performance Share Awards: Grants of performance share awards under the Restated 2005 Equity
Incentive Plan were approved for certain named executive officers for the fiscal 2011-2013
three-year performance period, including minimum, target and maximum award levels, as follows:
Howard L. Lance: 0 49,800 99,600 performance shares; Gary L. McArthur: 0 12,800 25,600
performance shares; and Daniel R. Pearson: 0 11,200 22,400 performance shares. The actual
payouts of performance share awards will be in shares of the Companys common stock and will be based on the extent of
achievement over the fiscal 2011-2013 performance period of performance measure targets relating to
the Companys cumulative operating income and average annual ROIC, weighted equally, and taking
into account the Companys total shareholder return relative to a peer group consisting of the
companies in the Standard & Poors 500 Industrials Sector and Information Technology Sector
(excluding semiconductor and semiconductor equipment companies). The performance share awards
provide that each performance share earned and paid out will receive accrued dividend equivalents
in an amount equal to the cash dividends or other distributions, if any, which are paid with
respect to issued and outstanding shares of the Companys common stock during the performance
period, and that payment of such dividend equivalents will be made in cash at the time of the
actual payout of performance shares in respect of such performance share awards. The form of
Performance Share Award Agreement Terms and Conditions (as of July 3, 2010) for the grants of
performance share awards made to such named executive officers is filed as Exhibit 10.2 to this
Current Report on Form 8-K, and is incorporated herein by reference.
2. Adoption of the Harris Corporation Annual Incentive Plan.
As noted above, on August 27, 2010, the Compensation Committee recommended that the Board approve,
and on August 28, 2010, the Board approved, the Annual Incentive Plan, with an effective date of
July 3, 2010, subject to approval by the shareholders of the Company.
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Summary of the Harris Corporation Annual Incentive Plan
The purpose of the Annual Incentive Plan is to promote the Companys growth and performance by
linking a portion of the total annual compensation for certain key employees to attainment of those
corporate and/or business unit objectives that are approved for each fiscal year of Harris. The
Annual Incentive Plan has the further purpose of assisting in the attraction, retention and
motivation of certain key employees. The Annual Incentive Plan is very similar to the predecessor
plan, the 2005 Annual Incentive Plan, which was approved by shareholders in 2005. The Annual
Incentive Plan also is designed to preserve the Companys ability to deduct in full, for Federal
income tax purposes, the compensation paid to certain executive officers in connection with certain
awards granted under the Annual Incentive Plan under Section 162(m) of the Internal Revenue Code of
1986, as amended (the Internal Revenue Code). To enable compensation received in connection with
cash awards granted under the Annual Incentive Plan to qualify as qualified performance-based
compensation within the meaning of Section 162(m) of the Internal Revenue Code, Harris
shareholders will be asked to approve the Annual Incentive Plan at the Companys 2010 Annual
Meeting of Shareholders to be held on October 22, 2010.
Administration. The Annual Incentive Plan will be administered by a committee of the Board (the
Committee) appointed to administer the Annual Incentive Plan (initially the Compensation
Committee), except that with respect to participation in the Annual Incentive Plan by the Chief
Executive Officer (CEO) or any other executive officer who is also a member of the Board, the
Annual Incentive Plan will be administered by the Committee together with the independent directors
of the Board. The Committee will be composed of not fewer than three non-employee directors, each
of whom will be an independent director. The Committee may delegate to one or more of the
Companys officers the authority to grant awards (other than grants to an executive officer or any
person subject to 162(m) of the Internal Revenue Code) under the Annual Incentive Plan. The
Committee shall have the power to interpret the Annual Incentive Plan and awards granted
thereunder, and all determinations of the Committee will be final, conclusive and binding on all
persons having an interest in the Annual Incentive Plan or any award.
Eligibility. Awards may be granted to salaried employees of Harris or any subsidiary or affiliate
of Harris who are selected by the Board, the Committee or the CEO. Employees intended to receive
qualified performance-based compensation shall be designated as participants under the Annual
Incentive Plan no later than 90 calendar days after the beginning of a fiscal year of Harris.
Participation by Executive Officers. For any participant in the Annual Incentive Plan who is a
Harris executive officer subject to Section 162(m) of the Internal Revenue Code:
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such participants annual incentive award payable under the Annual Incentive Plan for a
fiscal year of Harris will be based solely on achievement of one or more of the performance
objectives established by the Committee and the Committee shall not have the discretion to
increase the amount of the award payable under the Annual Incentive Plan but the Committee may
reduce the amount of any award so payable; and |
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no annual incentive award intended to be qualified performance-based compensation for
purposes of Section 162(m) of the Internal Revenue Code will be payable to that participant
under the Annual Incentive Plan unless the Committee certifies such participants performance
objectives have been satisfied to a particular extent and that any other material terms and
conditions to payment of an award to such participant under the Annual Incentive Plan have
been satisfied. |
Further, the maximum award payable under the Annual Incentive Plan to any participant who is an
executive officer of Harris for any fiscal year of Harris will be $6,000,000, provided that if a
participant is not a participant for the entire fiscal year, the maximum amount payable shall be
prorated based on the number of days the individual was a participant.
Awards; Performance Objectives. Participants will have the payout of their annual incentive
awards, if any, determined on the basis of the degree of achievement of performance objectives
which will be established by the Committee and will be stated in terms of the attainment of
specified levels of or
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percentage changes (as compared to a prior measurement period) in any one or more of the
performance objectives. The Committee will, for each fiscal year, establish the performance
objectives to apply to each participant and a formula or matrix prescribing the extent to which
that participants target annual incentive award will be earned based upon the degree of
achievement of those performance objectives. In no event, however, will the maximum payout to that
participant exceed 200% of that target annual incentive award. With respect to awards intended to
be qualified performance-based compensation, the Committee will determine the target annual
incentive award, performance objectives and any related formula or matrix for each participant not
later than 90 calendar days after the beginning of a fiscal year of Harris.
Any performance objective related to an award or portion of an award under the Annual Incentive
Plan that is intended to satisfy the requirements for qualified performance-based compensation
under Section 162(m) of the Internal Revenue Code will be based on one or more, or a combination
of, the following criteria: return on equity; diluted earnings per share; total earnings; earnings
growth; return on capital; return on invested capital; return on assets; return on sales; earnings
before interest and taxes; earnings before interest, taxes, depreciation and amortization; revenue;
revenue growth; gross margin; return on investment; increase in the fair market value of shares;
share price (including, but not limited to, growth measures and total stockholder return);
operating profit; net earnings; margins; new product introduction; business efficiency measures;
sustainability, including energy or materials utilization; cash flow (including, but not limited
to, operating cash flow and free cash flow); inventory turns; financial return ratios; market
share; earnings measures/ratios; economic value added; balance sheet measurements (such as
receivable turnover); internal rate of return; customer satisfaction surveys; or productivity.
Performance objectives may be described in terms of Company-wide objectives or, with respect to
participants who are employees, objectives that are related to the performance of the individual
participant or the subsidiary, division, business unit, department or function with Harris in which
the participant is employed. Performance objectives may be measured on an absolute or relative
basis.
The Committee may, in its sole discretion, award or increase the amount of an annual incentive
award payable to a participant (other than an executive officer subject to Section 162(m) of the
Internal Revenue Code) even though not earned in accordance with the performance objectives
established for such participant, or, in the event of any unusual or nonrecurring events affecting
Harris or its financial statements or changes in applicable laws, regulations or accounting
principles, decrease the amount of an annual incentive award otherwise payable to a participant
even though earned in accordance with the performance goals established for such participant.
Termination of Employment. Except to the extent otherwise provided by the Committee or as provided
below under Change in Control, if a participants employment with Harris, or any subsidiary or
affiliate of Harris, is terminated for any reason prior to the last day of a fiscal year of Harris,
then, except in the case of death, disability, normal retirement, or an involuntary termination
without cause the participant shall forfeit the award and shall not be entitled to a payment of the
annual incentive award. If a participants employment is terminated during a fiscal year of Harris
due to death, disability, normal retirement or involuntary termination without cause, the
participant will be entitled to a payment, pro-rated based on the number of days the individual was
a participant in the Annual Incentive Plan for such fiscal year, of the annual incentive award that
would have been payable if the participant had been a participant on the last day of the fiscal
year.
Change in Control. Upon the occurrence of a Change in Control (as defined below) that qualifies
as a change in control event within the meaning of regulations adopted under Section 409A of the
Internal Revenue Code, the Company will pay, as promptly as practicable following the effective
date of the Change in Control but in no event later than the earlier of (1) the 90th day following
the effective date of the Change in Control and (2) the 15th day of the third month following the
end of the fiscal year during which the Change in Control is effective, any awards payable to
participants. In the event the Change in Control does not qualify as a change in control event
under such regulations, the payment to participants will be made no earlier than the end of the
fiscal year during which the Change in Control is effective and no later than the 15th day of the
third month following the end of such fiscal year. A participant who remains employed by the
Company or any subsidiary or affiliate of the Company as of the time the Change
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in Control is effective shall be entitled to receive a payment notwithstanding any subsequent
termination of employment for any reason. The payment to each participant will be an amount not
less than the target award as originally approved for the fiscal year of Harris, notwithstanding
actual results or any changes or modifications occurring after any such Change in Control.
Under the Annual Incentive Plan, a Change in Control generally is deemed to occur if: (i) any
person is or becomes the owner, directly or indirectly, of at least 20% of Harris voting
securities; (ii) individuals who, on July 3, 2010, constituted the Board (the Incumbent
Directors) cease for any reason to constitute at least a majority of the Board (provided that any
person who subsequently becomes a director and is approved by a vote of at least two-thirds of the
directors then constituting the Incumbent Directors will be considered as though such person were
an Incumbent Director); (iii) a merger, consolidation, share exchange or similar form of corporate
reorganization is consummated, unless immediately after such transaction (a) more than 60% of the
total voting power of the company resulting therefrom is represented by shares that were Harris
voting securities immediately prior thereto and such voting power is in substantially the same
proportion as the Harris voting securities immediately prior to such transaction, (b) no person
becomes the owner, directly or indirectly, of 20% of the voting securities of the corporation
resulting from such transaction, and (c) at least a majority of the members of the board of
directors of the corporation resulting from such transaction were Incumbent Directors at the time
of the Boards approval of such transaction; (iv) the shareholders of Harris approve a plan of
complete liquidation or dissolution of Harris; or (v) Harris consummates a sale or other
disposition of all or substantially all of the assets of Harris.
Termination or Amendment. Prior to a Change in Control, the Board or the Committee may amend,
suspend or terminate the Annual Incentive Plan from time to time, except that no such amendment or
termination may be made which would alter a participants right to receive a distribution as
previously earned.
Impact of Restatement of Financial Statements upon Previous Awards (Clawback). If any of the
Companys financial statements are restated as a result of errors, omissions or fraud, the
Committee may 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 Harris the financial
results of which are negatively affected by such restatement.
Summary of U.S. Federal Income Tax Consequences. Payments made under the Annual Incentive Plan will
be taxable to the recipients when paid. As described above, the Company generally intends payments
under the Annual Incentive Plan to qualify as qualified performance-based compensation under
Section 162(m) of the Internal Revenue Code, and the Company will therefore seek shareholder
approval of the Annual Incentive Plan. As a result, if the Company receives such shareholder
approval, it will generally be entitled to a U.S. Federal income tax deduction corresponding to the
amount of income recognized by the participant.
The above summary description of the Annual Incentive Plan contained in this Current Report on Form
8-K is not complete and is qualified in its entirety by, and should be read in conjunction with,
the complete text of the Annual Incentive Plan, which is filed as Exhibit 10.3 to this Current
Report on Form 8-K and is incorporated herein by reference.
3. Harris Corporation Restated 2005 Equity Incentive Plan.
As noted above, on August 27, 2010, the Compensation Committee recommended that the Board approve,
and on August 28, 2010 the Board approved, an amendment and restatement of the Harris Corporation
2005 Equity Incentive Plan, which included the following amendments, as set forth in the Restated
2005 Equity Incentive Plan:
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The addition of six new performance measures to serve as additional bases for
Qualified Performance-Based Awards under the Restated 2005 Equity Incentive Plan
(namely: return on invested capital; earnings before interest, taxes, depreciation and
amortization; margins; new |
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product introduction; business efficiency measures; and sustainability, including energy or
materials utilization), which addition of such new performance measures is subject to
approval by the shareholders of the Company as required by Section 162(m) of the Internal
Revenue Code. Harris shareholders will be asked to provide such approval at the Companys
2010 Annual Meeting of Shareholders to be held on October 22, 2010, to enable compensation
received based upon any of such new performance measures to qualify as qualified
performance-based compensation within the meaning of Section 162(m) of the Internal
Revenue Code; |
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Changes in the definition of Change in Control. Prior to the amendments, a change
in control would be deemed to occur upon, among other events or circumstances,
consummation of a merger, consolidation, share exchange or similar form of corporate
reorganization (business combination) unless, among other things, immediately following
such business combination more than 80% of the total voting power of the corporation
resulting from such business combination eligible to elect directors of such corporation
is represented by shares that were voting securities of the Company immediately prior to
such business combination, and such voting power is in substantially the same proportion
as the voting power of such voting securities of the Company immediately prior to the
business combination. The amendment lowers the 80% threshold for business combinations
to 60% with respect to awards granted on or after August 27, 2010 under the Restated 2005
Equity Incentive Plan. Also prior to the amendments, a change in control would be deemed
to occur upon the approval by the Companys shareholders of a direct or indirect sale or
other disposition of all or substantially all of the assets of the Company and its
subsidiaries, and the amendments require the consummation (as opposed to mere shareholder
approval) of such a transaction. The changes to the definition of Change in Control
are intended to update the definition to be more consistent with the definition used by
many peer companies; |
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Clarification of the ability of the Companys chief executive officer, if also a
member of the Board, to grant awards in his or her capacity as a Board committee comprised
of one director, as permitted by the Companys By-Laws; |
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Clarification and expansion of the definition of repricing of options and stock
appreciation rights that are subject to shareholder approval; and |
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Prohibition of the payment of dividends or dividend equivalents on unvested
performance shares or performance share units. |
The amendments to the Restated 2005 Equity Incentive Plan as described above are effective with
respect to equity awards granted on or after August 27, 2010. The above summary description of the
amendments to the Harris Corporation 2005 Equity Incentive Plan set forth in the Restated 2005 Equity Incentive Plan
and contained in this Current Report on Form 8-K is not complete and is qualified in its entirety
by, and should be read in conjunction with, the complete text of the Restated 2005 Equity Incentive
Plan, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein
by reference.
4. Amendments of Certain Other Compensatory Plans and Arrangements.
On August 27, 2010, the Compensation Committee recommended that the Board approve, and on August
28, 2010 the Board approved, amendments of certain other of the Companys compensatory plans and
arrangements to prospectively change the definition of Change in Control in the same manner as
described in Section 3 above under Harris Corporation Restated 2005 Equity Incentive Plan.
Such amendments to the definition of Change in Control were made to the following compensation
and benefit arrangements:
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Harris Corporation 1997 Directors Deferred Compensation and Annual Stock Unit Award Plan (as Amended and Restated
Effective January 1, 2006), as amended; |
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Harris Corporation 2005 Directors Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009); |
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Harris Corporation Supplemental Executive Retirement Plan (amended and restated effective March 1, 2003), as amended; |
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Harris Corporation 2005 Supplemental Executive Retirement Plan, effective January 1, 2009; |
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Master Rabbi Trust Agreement, amended and restated as of December 2, 2003, as amended; |
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Harris Corporation Retirement Plan (as Amended and Restated Effective July 1, 2007), as amended; |
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Form of Director and Executive Officer Indemnity Agreement; and |
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Form of Executive Change in Control Severance Agreement. |
The foregoing description of the amendments of certain other of the Companys compensatory plans
and arrangements is not a complete description. The Company will provide the full text of such
amendments as exhibits to the Companys Quarterly Report on Form 10-Q for the quarter ending
October 1, 2010.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K or incorporated herein by
reference:
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10.1 |
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*Form of Stock Option Award Agreement Terms and Conditions (as of July 3, 2010). |
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10.2 |
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*Form of Performance Share Award Agreement Terms and Conditions (as of July 3, 2010). |
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10.3 |
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*Harris Corporation Annual Incentive Plan. |
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10.4 |
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*Harris Corporation 2005 Equity Incentive Plan (Amended and Restated Effective August 27,
2010). |
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Management contract or compensatory plan or arrangement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HARRIS CORPORATION
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By: |
/s/ Scott T. Mikuen
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Name: |
Scott T. Mikuen |
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Title: |
Vice President, Associate General Counsel and
Secretary |
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Date: September 2, 2010
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EXHIBIT INDEX
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Exhibit No. |
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Under Reg. S-K, |
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Item 601 |
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Description |
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10.1 |
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*Form of Stock Option Award Agreement Terms and Conditions (as of July 3, 2010). |
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10.2 |
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*Form of Performance Share Award Agreement Terms and Conditions (as of July 3,
2010). |
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10.3 |
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*Harris Corporation Annual Incentive Plan. |
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10.4 |
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*Harris Corporation 2005 Equity Incentive Plan (Amended and Restated Effective
August 27, 2010). |
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* |
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Management contract or compensatory plan or arrangement. |
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