AMENDMENT NUMBER ONE
TO THE
HARRIS CORPORATION
1997 DIRECTORS’ DEFERRED COMPENSATION
AND ANNUAL STOCK UNIT AWARD PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2006)
WHEREAS,
Harris Corporation, a Delaware corporation (the “
Corporation ”), heretofore has adopted and
maintains the Harris Corporation 1997 Directors’ Deferred
Compensation and Annual Stock Unit Award Plan (the “
Plan ”);
WHEREAS,
pursuant to Paragraph 12 of the Plan, the Board of Directors
of the Corporation (the “ Board ”) has
the authority to amend the Plan; and
WHEREAS,
the Board desires to amend the Plan (i) to comply with the
final regulations issued under Section 409A of the Internal
Revenue Code of 1986, as amended and (ii) in certain other
respects.
NOW,
THEREFORE, BE IT RESOLVED, that the Plan hereby is amended,
effective as of January 1, 2009, as follows:
1. Paragraph 2
hereby is amended to add the following new definition
therein:
““Separation from Service”
shall have the meaning set forth in Treasury Regulation
§1.409A-1(h) (without regard to any permissible alternative
definition thereunder).”
2. Paragraph 4(a)
hereby is amended (i) to replace the phrase “the
Balanced Fund described on Exhibit A” set forth in the
sixth sentence thereof with the phrase “an age-appropriate
Lifecycle Fund as available under the Retirement Plan” and
(ii) to add the following new sentence at the end
thereof:
“Exhibit A hereto shall, without
further action of the Board, be deemed to be automatically amended
to reflect changes, modifications or amendments to investment funds
offered under the Retirement Plan.”
3. Paragraph 6
hereby is amended in its entirety to read as follows:
“6.
Payment of Deferred Director Compensation and Annual
Units.
a. Payment Form
and Time. Amounts credited to a Director’s Account, including
Annual Units credited to the Harris Stock Equivalents Subaccount,
shall be paid in the form and at the time or times as set forth on
the Director’s written election delivered to the Secretary at
the time such Director elected to participate in this Plan (or in
any legally permissible modification thereof). A Director’s
payout election shall apply to all amounts credited to a
Director’s Account and all earnings thereon regardless of the
year in which the amounts were deferred or credited. The
Director’s payout election must specify whether the payment
of the Director’s Account shall be made either in (i) a
cash
lump sum on a
date certain within five (5) years following the
Director’s Separation from Service; or (ii) in annual
substantially equal installments over a designated number of years,
provided that the Account is fully paid within ten (10) years
of the Director’s Separation from Service. Annual payments
shall be made no earlier than January 1 and no later than
January 15 of the applicable year. Until a Director’s
Account has been completely distributed, earnings and losses on the
unpaid balance thereof shall be allocated as provided in
Paragraph 4 above. If a Director did not make a payout
election, the Director shall be deemed to have elected that amounts
credited to the Director’s Account shall be paid in a cash
lump sum on the January 15 th (or as soon as practicable thereafter during the
same calendar year) following the calendar year in which the
Director Separates from Service.
Notwithstanding
any provision of this Paragraph 6(a) to the contrary: (A) if
advisable to avoid exposing a Director to a claim for recovery of
short swing profits under Section 16(b), prior to the payment of
the amount reflected in the Director’s Account, such payment
must be approved in advance by the Board or a Committee comprised
solely of “non-employee directors” as defined in
Rule 16(b)-3(b)(3) under the Exchange Act, as amended, and
(B) in the case of a Director who is a “Specified
Employee” under the Harris Corporation Specified Employee
Policy for 409A Arrangements at the time of her or his Separation
from Service, no payments of the Director’s Account shall be
made or commence prior to the date which is six (6) months
after the date of the Director’s Separation from Service (or,
if earlier than the end of such six-month period, the date of the
Director’s death). The amount of any payment that otherwise
would be paid to the Director under this Plan during this six-month
period instead shall be paid to the Director on the first business
day coincident with or next foll
