HARRIS CORPORATION
2005 DIRECTORS’ DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)
1. PURPOSE.
The purposes of this Harris Corporation 2005 Directors’
Deferred Compensation Plan (as may be amended from time to time,
this “Plan”) are (a) to establish a method of
deferring Directors’ compensation which will aid Harris
Corporation in attracting and retaining as members of its Board
persons whose abilities, experience and judgment can contribute to
the continued progress of the Corporation, (b) to align
further the interests of Directors with the interests of the
stockholders of the Corporation by crediting for the account of
Directors who are not employees of the Corporation or any of its
subsidiaries a portion of their Director compensation in a Harris
Stock Equivalents Subaccount, and (c) to provide for the
elective deferral of payment of all or a portion of any Director
Compensation otherwise payable in cash to such Directors. This Plan
was originally effective January 1, 2005. The Plan is hereby
amended and restated, effective January 1, 2009.
2. DEFINITIONS.
For the purposes of this Plan, the following words and phrases
shall have the meanings indicated, unless the context clearly
indicates otherwise:
“Account”
shall have the meaning set forth in Paragraph 4(a) of this
Plan.
“Award
Date” shall have the meaning set forth in Paragraph 3(a) of
this Plan.
“Board”
shall mean the Board of Directors of the Corporation.
“Change
of Control” shall mean any of the following:
(i) any
“person” (as such term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act) is or becomes a “beneficial
owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation
representing 20% or more of the combined voting power of the
Corporation’s then outstanding securities eligible to vote
for the election of the Board (the “Corporation Voting
Securities”); provided, however, that the event described in
this paragraph (i) shall not be deemed to be a Change of
Control by virtue of any of the following acquisitions: (a) by
the Corporation or any of its Subsidiaries, (b) by any
employee benefit plan sponsored or maintained by the Corporation or
any of its Subsidiaries, (c) by any underwriter temporarily
holding securities pursuant to an offering of such securities, or
(d) pursuant to a Non-Control Transaction (as defined in
paragraph (iii));
(ii) individuals
who, on July 1, 2008, constitute the Board (the
“Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board, provided that any
person becoming a director subsequent to July 1, 2008, whose
election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors who remain on the Board
(either by a specific vote or by approval of the proxy statement of
the Corporation in which such person is named as a nominee for
director, without objection to such nomination) shall also be
deemed to be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a director of the
Corporation as a result of an actual or threatened election contest
with
respect to
directors or any other actual or threatened solicitation of proxies
or consents by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director;
(iii) the
consummation of a merger, consolidation, share exchange or similar
form of corporate reorganization of the Corporation or any such
type of transaction involving the Corporation or any of its
Subsidiaries that requires the approval of the Corporation’s
stockholders (whether for such transaction or the issuance of
securities in the transaction or otherwise), or the consummation of
the direct or indirect sale or other disposition of all or
substantially all of the assets, of the Corporation and its
Subsidiaries (a “Business Combination”), unless
immediately following such Business Combination: (a) more than
80% of the total voting power of the corporation resulting from
such Business Combination (including, without limitation, any
corporation which directly or indirectly has beneficial ownership
of 100% of the Corporation Voting Securities) eligible to elect
directors of such corporation is represented by shares that were
Corporation Voting Securities immediately prior to such Business
Combination (either by remaining outstanding or being converted),
and such voting power is in substantially the same proportion as
the voting power of such Corporation Voting Securities immediately
prior to the Business Combination, (b) no person (other than
any publicly traded holding company resulting from such Business
Combination, any employee benefit plan sponsored or maintained by
the Corporation (or the corporation resulting from such Business
Combination)), becomes the beneficial owner, directly or
indirectly, of 20% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the
corporation resulting from such Business Combination, and
(c) at least a majority of the members of the board of the
corporation resulting from such Business Combination were Incumbent
Directors at the time of the Board’s approval of the
execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies the
conditions specified in (a), (b) and (c) shall be deemed to be
a (“Non-Control Transaction”) or
(iv) the
stockholders of the Corporation approve a plan of complete
liquidation or dissolution of the Corporation or the direct or
indirect sale or other disposition of all or substantially all of
the assets of the Corporation and its Subsidiaries.
Notwithstanding
the foregoing, a Change of Control of the Corporation shall not be
deemed to occur solely because any person acquires beneficial
ownership of more than 20% of the Corporation Voting Securities as
a result of the acquisition of Corporation Voting Securities by the
Corporation which reduces the number of Corporation Voting
Securities outstanding; provided, that, if after such acquisition
by the Corporation such person becomes the beneficial owner of
additional Corporation Voting Securities that increases the
percentage of outstanding Corporation Voting Securities
beneficially owned by such person, a Change of Control of the
Corporation shall then occur.
“Code”
shall mean the Internal Revenue Code of 1986, as
amended.
“Common
Stock” shall mean the common stock of Harris Corporation, par
value $1.00 per share, or such other class of shares or securities
as to which this Plan may be applicable pursuant to
Paragraph 4(b)(v) of this Plan.
“Corporate
Secretary” shall mean the Corporate Secretary of the
Corporation.
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“Corporation”
shall mean Harris Corporation, its successors, and any organization
into which or with Harris Corporation may merge or consolidate or
to which all or substantially all of its assets may be
transferred.
“Director”
shall mean a member of the Board.
“Director
Compensation” shall mean all amounts payable for services
(excluding expense reimbursement) as a Director including as
applicable: (i) the annual retainer fee payable to a Director
as compensation for services in that capacity; (ii) the fees
payable for service on any committee of the Board; (iii) the
fees payable for serving as a chairperson of any committee; and
(iv) the fees payable for attendance at Board and committee
meetings or other events at the request or on behalf of the
Corporation.
“Elective
Deferred Stock Units” shall have the meaning set forth in
Paragraph 4(b)(ii) of this Plan.
“Exchange
Act” shall have the meaning set forth in the definition of
“Change of Control”.
“Fair
Market Value” shall mean the closing price of the Common
Stock as reported on the New York Stock Exchange consolidated
transactions reporting system on the applicable date or, if no such
closing price is available on such date, on the preceding date on
which such closing price is available, or if the Common Stock is
not traded on the New York Stock Exchange, the closing price of the
Common Stock as quoted on the NASDAQ or the national stock exchange
on which the Common Stock is traded, as reported by such source as
the Board shall determine.
“Harris
Stock Equivalent” shall mean a unit of value equal to one
share of Common Stock.
“Harris
Stock Equivalents Subaccount” shall have the meaning set
forth in Paragraph 4(a) of this Plan.
“Investment
Funds” shall have the meaning set forth in Paragraph 4(a) of
this Plan.
“Non-Elective
Deferred Units” shall have the meaning specified in Paragraph
3(a) of this Plan.
“Non-Employee
Director” shall mean a Director who is not an employee of the
Corporation or one of its Subsidiaries.
“Plan”
shall mean this 2005 Directors’ Deferred Compensation Plan,
as it may be amended from time to time.
“Retirement
Investment Subaccounts” shall have the meaning set forth in
Paragraph 4(a) of this Plan.
“Retirement
Plan” shall mean the Harris Corporation Retirement Plan, as
amended from time to time.
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“Section 16(b)”
shall have the meaning set forth in Paragraph 3(c) of this
Plan.
“Separation
from Service” shall have the meaning set forth in Treasury
Regulation §1.409A-1(h) (without regard to any permissible
alternative definition thereunder).
“Subsidiary”
shall mean any corporation, association, partnership, joint
venture, or other business entity of which 50% or more of the
voting stock or other equity interests (in the case of entities
other than corporations), is owned or controlled, directly or
indirectly, by the Corporation or by one or more Subsidiaries of
the Corporation, or by a combination thereof.
“Units”
shall have the meaning set forth in Paragraph 4(b)(ii) of this
Plan.
3. DEFERRED
COMPENSATION.
(a) NON-ELECTIVE
DEFERRAL OF HARRIS STOCK EQUIVALENTS. On January 1,
April 1, July 1, and October 1 (each such day an
“Award Date”) of each year, commencing April 1,
2005, the Corporation shall credit the Harris Stock Equivalents
Subaccount of each Non-Employee Director with a number of Harris
Stock Equivalents having a Fair Market Value equal to $24,000. All
such Harris Stock Equivalents credited under this Paragraph 3(a)
shall be referred to herein as “Non-Elective Deferred
Units,” and shall be in consideration of such Non-Employee
Director’s service on the Board during the preceding calendar
quarter. The Fair Market Value of Harris Stock Equivalents to be
credited on an Award Date may be changed from time to time by
resolution duly adopted by the Board. For any person who served as
a Non-Employee Director for only a portion of the preceding
calendar quarter, a pro rata portion of the quarterly amount that
would have been credited to such Non-Employee Director’s
Harris Stock Equivalents Subaccount had he or she served as a
Non-Employee Director for the full calendar quarter shall be
credited to such Non-Employee Director’s Harris Stock
Equivalents Subaccount based on the number of days in the calendar
quarter that such person served as a Non-Employee
Director.
(b) ELECTIVE
DEFERRAL OF COMPENSATION. (i) Any Non-Employee Director may at
any time prior to the commencement of a calendar year elect to
defer under this Plan all or a portion of any component (for
example, annual retainer, committee retainers, chairperson
retainers, Board or committee meeting fees, etc.) of the Director
Compensation (other than such compensation which is deferred
pursuant to Paragraph 3(a)) to which the Non-Employee Director
may be entitled for services rendered with respect to such calendar
year by filing a written election with the Corporate Secretary. Any
Non-Employee Director who newly is elected as a Director and who
was not a Non-Employee Director at any time during the twenty-four
month period prior to the commencement of his or her term, may
elect to defer, within thirty (30) days following such
commencement, all or a portion of any component of the Director
Compensation to which such Non-Employee Director may be entitled
for services rendered after such deferral election.
(ii) Each
of the foregoing elective deferral elections under this Paragraph
3(b) shall be made by written notice executed by the Non-Employee
Director and delivered to the Corporate Secretary, specifying the
year or years with respect to which the election shall apply and
the amount or component of Director Compensation (other than such
compensation which is deferred pursuant to Paragraph 3(a)) to
be deferred for such year or years. An elective deferral under this
Plan with respect to any calendar year shall be irrevocable after
commencement of such
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calendar year
or, in the case of a new Director who was not a Non-Employee
Director at any time during the twenty-four m
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