2005 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
ARTICLE I — TITLE, PURPOSE
AND EFFECTIVE DATE
Section 1.1. Title . The title of
this plan shall be the “Harris Corporation 2005 Supplemental
Executive Retirement Plan”.
Section 1.2. Purpose . This plan
shall constitute an unfunded nonqualified deferred compensation
arrangement established for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees (within the meaning of section 201(2) of
ERISA).
Section 1.3. Effective Date . This
plan is effective as of January 1, 2009 and shall govern
(i) deferrals described herein for services performed in
calendar years commencing on or after January 1, 2005 (and
earnings thereon) and (ii) deferrals under the Prior SERP that
were not earned and vested as of December 31, 2004 (and
earnings thereon). All deferrals under the Prior SERP that were
earned and vested as of December 31, 2004, and all earnings
credited to such deferrals at any time (prior to, on or after
January 1, 2005) shall be governed by the terms of the Prior
SERP and shall not be subject to the terms of this plan.
Each
capitalized term used herein shall have the meaning set forth in
the Harris Corporation Retirement Plan, as amended from time to
time, except as otherwise set forth below.
2.1.
Account — means an account established on the books of
the Corporation, pursuant to Section 5.1, on behalf of a
Participant. Subaccounts may be maintained within an Account
(i) for each Plan Year with respect to which deferrals under
the SERP are made on behalf of a Participant; (ii) for various
sources of deferrals under the SERP made on behalf of a Participant
and (iii) as otherwise established by the Committee. Unless
otherwise determined by the Committee, a Participant may make
separate form of distribution elections under Section 6.3 with
respect to subaccounts within the Participant’s
Account.
2.2. Account
Balance Plan — means an “account balance
plan” as defined in Treasury Regulation
§1.409A-1(c)(2)(i)(A) (whether elective or non-elective in
nature) maintained by the Corporation or an Affiliate, including
without limitation, this SERP and the Prior SERP.
2.3.
Affiliate — means an entity, other than the
Corporation, that would be treated as part of the group of entities
comprising the Corporation under sections 414(b) and (c) of
the Code and accompanying regulations.
2.4.
Code — means the Internal Revenue Code of 1986, as
amended from time to time, and any regulations promulgated
thereunder.
2.5. Code
Limits — means contribution limits under any of section
401(a)(17), 401(k)(3), 401(m)(2)(A), 402(g) or 415 of the
Code.
2.6.
Committee — means the Employee Benefits Committee of
the Corporation, the members of which are appointed by the
Compensation Committee. Reference herein to the Committee shall
include any person or committee to whom the Committee has delegated
any of its authority pursuant to Section 7.2, to the extent of
such delegation.
2.7.
Compensation Committee — means the Management
Development and Compensation Committee of the Board of Directors of
the Corporation. Reference herein to the Compensation Committee
shall include any person or committee to whom the Compensation
Committee has delegated any of its authority pursuant to
Section 7.2, to the extent of such delegation.
2.8.
Corporation — means Harris Corporation, a Delaware
corporation, or any successor thereto.
2.9.
Election Form — means the form prescribed by the
Committee which is completed by a Participant pursuant to
Section 3.2 (which may be in written or electronic form). The
Committee shall specify in the Election Form any limitations with
respect to the percentage of the employee’s compensation that
may be deferred in the aggregate under the Retirement Plan and
SERP.
2.10.
ERISA — means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and any regulations
promulgated thereunder.
2.11. Fiscal
Year — means the fiscal year of the
Corporation.
2.12.
General Compensation — means
“Compensation” as defined in the Retirement Plan,
except that (i) the dollar limitation imposed on tax-qualified
plans under section 401(a)(17) of the Code shall not apply and
(ii) PRP Compensation shall be excluded.
2.13.
General Compensation Deferral — means a deferral under
the SERP equal to (i) General Compensation that would have
been contributed to the Retirement Plan as a pre-tax contribution
had Code Limits not applied and (ii) the matching contribution
attributable thereto that would have been made to the Retirement
Plan had Code Limits not applied.
2.14.
Investment Committee — means the Investment Committee
— Employee Benefit Plans of the Corporation. Reference herein
to the Investment Committee shall include any person or committee
to whom the Investment Committee has delegated any of its authority
pursuant to Section 7.2, to the extent of such
delegation.
2.15.
Matching Deferral — means a deferral under the SERP
equal to a matching contribution that would have been made to the
Retirement Plan had section 401(m)(2)(A) or 415 of the Code not
limited the matching contributions made thereunder.
2.16. Newly
Eligible Employee — means an employee who (i) newly
is eligible to participate in the SERP and (ii) was not, at
any time during the 24-month period ending on the date on which he
or she became eligible to participate in the SERP, eligible to
participate in any Account Balance Plan (irrespective of whether
such individual in fact elected to participate in such plan). For
this purpose, an employee is not eligible to participate in an
Account Balance Plan solely on account of the accrual of earnings
or interest on amounts previously deferred thereunder.
2
2.17.
Participant — means an individual who satisfies the
requirements of Section 3.1 and, if applicable, files an
Election Form pursuant to Section 3.2.
2.18. Plan
Year — means the calendar year.
2.19. Prior
SERP — means the Harris Corporation Supplemental
Executive Retirement Plan, effective as of March 1, 2003, as
amended from time to time, and under which contributions ceased
effective December 31, 2004.
2.20. Profit
Sharing Deferral — means a deferral under the SERP equal
to the difference between (i) the amount of profit sharing
contribution that would have been made to the Retirement Plan had
Code Limits not applied and (ii) the amount of profit sharing
contribution made to the Retirement Plan.
2.21. PRP
Compensation — means compensation payable to a
Participant pursuant to a Performance Reward Plan (or similar
broad-based cash incentive plan) maintained by the Corporation or
an Affiliate.
2.22. PRP
Deferral — means a deferral under the SERP equal to the
PRP Compensation that would have been contributed to the Retirement
Plan as a pre-tax contribution had Code Limits not
applied.
2.23.
Retirement Plan — means the Harris Corporation
Retirement Plan, as amended from time to time.
2.24.
Separation from Service — means a termination of
employment 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 a Participant 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
accompanying regulations, but substituting a 50% ownership level
for the 80% ownership level set forth therein.
2.25.
SERP — means this Harris Corporation 2005 Supplemental
Executive Retirement Plan, as amended from time to time.
2.26.
Specified Employee — shall have the meaning set forth
in the Harris Corporation Specified Employee Policy for 409A
Arrangements, as amended from time to time, which policy hereby is
incorporated herein.
2.27.
Unforeseeable Emergency — means (i) a severe
financial hardship to a Participant resulting from an illness or
accident of the Participant, the Participant’s spouse or the
Participant’s dependent (as defined in section 152 of the
Code, without regard to sections 152(b)(1), (b)(2) and (d)(1)(B)),
(ii) the loss of a Participant’s property due to
casualty (including the need to rebuild a home following damage to
a home not otherwise covered by insurance, irrespective of whether
caused by a natural disaster) or (iii) other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. Examples of what
may be considered to be Unforeseeable Emergencies include (a) the
imminent foreclosure
3
of or eviction
from the Participant’s primary residence, (b) the need
to pay for medical expenses, including non-refundable deductibles
and the cost of prescription drug medication and (c) the need
to pay for funeral expenses of a Participant’s spouse or
dependent.
ARTICLE III — ELIGIBILITY
AND PARTICIPATION
3.1.
Eligibility . An employee of the Corporation or an Affiliate
shall be eligible to participate in the SERP for a Plan Year if
(i) the employee is a participant in the Retirement Plan and
the requirements set forth in (a), (b) or (c) below are
satisfied or (ii) the Committee, in its sole discretion,
designates the employee as eligible to participate in the SERP for
the Plan Year and the employee is a member of a select group of
management or highly compensated employees (within the meaning of
section 201(2) of ERISA). Notwithstanding the foregoing, an
employee of the Corporation or an Affiliate shall not be eligible
to participate in the SERP if the employee has waived in writing
participation in the SERP.
(a)
General Compensation Deferrals . An employee who
participates in the Retirement Plan shall be eligible to have
General Compensation Deferrals made under the SERP on his or her
behalf for a Plan Year if the employee’s annual rate of
compensation, as in effect at the commencement of the election
period with respect to General Compensation Deferrals for the Plan
Year or at any time thereafter through August 31 of the Plan
Year, is at least equal to the threshold amount for SERP
participation in effect at that time as determined by the Committee
in its sole discretion (the “Threshold Compensation
Rate”). An employee who attains the Threshold Compensation
Rate after August 31 of a Plan Year (whether as a result of
the employee’s hire by the Corporation or an Affiliate,
promotion or any other reason) shall not be eligible to have
General Compensation Deferrals made on his or her behalf with
respect to such Plan Year.
(b) PRP
Deferrals . An employee who participates in the Retirement Plan
shall be eligible to have a PRP Deferral made under the SERP on his
or her behalf for a Plan Year if the employee’s annual rate
of compensation, as in effect at the commencement of the election
period with respect to PRP Deferrals for the Plan Year, is at least
equal to the Threshold Compensation Rate. An employee who attains
the Threshold Compensation Rate after the commencement of the
election period with respect to PRP Deferrals for a Plan Year
(whether as a result of the employee’s hire by the
Corporation or an Affiliate, promotion or any other reason) shall
not be eligible to have a PRP Deferral made on his or her behalf
with respect to such Plan Year.
(c)
Matching Deferrals and Profit Sharing Deferrals . An
employee who participates in the Retirement Plan shall be eligible
to have Matching Deferrals or a Profit Sharing Deferral made under
the SERP on his or her behalf for a Plan Year if the
employee’s annual rate of compensation, as in effect on the
date that the Matching Deferral or Profit Sharing Deferral is to be
allocated, is at least equal to the Threshold Compensation
Rate.
In the event
that the annual rate of compensation of an employee who has elected
General Compensation Deferrals or a PRP Deferral is reduced below
the Threshold Compensation Rate, deferrals on behalf of such
employee shall cease (i) with respect to General Compensation
earned during the Plan Year subsequent to the Plan Year during
which the Participant’s annual rate of compensation is so
reduced and (ii) with respect to PRP Compensation earned
during the
4
Fiscal Year
subsequent to the Fiscal Year during which the Participant’s
annual rate of compensation is so reduced.
3.2.
Participation with respect to General Compensation Deferrals and
PRP Deferrals .
(a) In
General . An eligible employee may have General Compensation
Deferrals and/or a PRP Deferral made on his or her behalf for a
Plan Year by submitting to the Committee an Election Form or
Election Forms specifying (i) the percentage of the
employee’s General Compensation or PRP Compensation, as
applicable, to be deferred in the aggregate under the Retirement
Plan and SERP for the Plan Year, with such deferrals being made to
the SERP only to the extent that such deferrals cannot be made to
the Retirement Plan due to Code Limits and (ii) the form in
which the Participant’s deferrals for the Plan Year (and
earnings and losses thereon) shall be distributed, as further
described in Section 6.3. Unless otherwise determined by the
Committee, an eligible employee may submit separate Election Forms,
and make separate elections, with respect to General Compensation
Deferrals and a PRP Deferral for a Plan Year. In the case of an
eligible employee’s initial Election Form, the eligible
employee shall specify the treatment of his or her aggregate
General Compensation Deferrals and PRP Deferrals (and earnings or
losses thereon) in the event of a Change of Control that qualifies
as a “change in control event” within the meaning of
Treasury Regulation §1.409A-3(i)(5), as further described in
Section 6.7. A Participant who has elected to have General
Compensation Deferrals and/or a PRP Deferral made on his or her
behalf, but who fails to elect on a timely basis a form of
distribution with respect to such deferrals (and earnings or losses
thereon) for a particular Plan Year or the treatment of General
Compensation Deferrals and PRP Deferrals (and earnings or losses
thereon) in the event of a Change of Control that qualifies as a
“change in control event” within the meaning of
Treasury Regulation §1.409A-3(i)(5), shall be deemed to have
elected, respectively, (i) distribution in installments over a
ten-year period and (ii) distribution in a single sum at the
time determined by the Corporation within sixty (60) days
following the date of the Change of Control.
(b)
Submission of Election Form . An Election Form must be
completed and submitted to the Committee in accordance with
procedures prescribed by the Committee, but in any event
(i) with respect to General Compensation Deferrals, prior to
the commencement of the Plan Year during which the General
Compensation is earned and (ii) with respect to PRP Deferrals,
prior to the commencement of the Fiscal Year during which the PRP
Compensation is earned. Notwithstanding the foregoing, a Newly
Eligible Employee may elect to have General Compensation Deferrals
made on his or her behalf under the SERP during the Plan Year of
his or her initial eligibility by submitting an Election Form
within 30 days after the date he or she becomes eligible to
participate in the SERP, which mid-year election shall be effective
as of the first pay date that is at least 30 days after the
date the election is filed.
(c)
Irrevocability of Elections . A Participant’s
elections set forth in an Election Form shall become irrevocable as
of the latest date on which such elections may be made pursuant to
Section 3.2(b). Notwithstanding the foregoing, any election by
a Participant to participate in the SERP in effect on the date when
the Participant receives a distribution from the SERP or any other
nonqualified deferred compensation arrangement maintained by the
Corporation or an Affiliate on account of the Participant’s
Unforeseeable Emergency, or on the date when the
5
Participant
receives a withdrawal from the Retirement Plan on account of the
Participant’s hardship, shall be cancelled, effective as of
the date of such distribution or withdrawal.
(d)
Rollover of Elections . A Participant’s elections set
forth in an Election Form shall continue in effect from year to
year until (i) changed by the Participant with respect to
future General Compensation Deferrals or PRP Deferrals,
(ii) cancelled pursuant to Section 3.2(c) in connection
with the Participant&rsquo
|
