EXHIBIT 10.1
HARRIS
CORPORATION
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JUNE 28, 2008)
1. Stock Option –
Terms and Conditions . Under and subject to the provisions of
the Harris Corporation 2005 Equity Incentive Plan (as amended from
time to time, the “ Plan ”) and upon the terms
and conditions set forth herein (these “ Terms and
Conditions ”), Harris Corporation (the “
Corporation ”) has granted to the employee receiving
these Terms and Conditions (the “ Employee ”) a
Non-Qualified Stock Option (the “ Option ”) to
purchase such number of shares of common stock, $1.00 par value per
share (the “ Common Stock ”), of the Corporation
at such designated exercise price per share as set forth in the
Award Letter (as defined below) from the Corporation to the
Employee. Such grant is subject to the following Terms and
Conditions (these Terms and Conditions, together with the
Corporation’s letter to the Employee specifying the number of
shares issuable upon exercise of the Option, the exercise price and
certain other terms (the “ Award Letter ”), are
referred to as the “ Agreement ”).
(a) Except as set forth in
Sections 1(e), 2(b), 2(c) and 2(d), the Option shall not be
exercisable to any extent until and unless the Employee shall have
remained continuously in the employ of the Corporation until the
Option shall become exercisable. The grant of the Option shall not
limit or restrict the Corporation’s rights to terminate the
Employee’s employment.
(b) During the lifetime of the
Employee, the Option shall be exercisable only by the Employee,
and, except as otherwise set forth in Section 2, only while
the Employee continues as an Employee of the Corporation.
(c) Notwithstanding any other
provision of these Terms and Conditions and the Agreement, the
Option shall expire no later than seven years from the grant date
(the “ Expiration Date ”), and shall not be
exercisable thereafter.
(d) Except as otherwise
provided in the Award Letter, the Option shall vest and become
exercisable as to the following shares issuable upon exercise of
the Option:
(i) After the end of one year
from the grant date and prior to the end of two years from the
grant date, not more than fifty percent of the aggregate shares
issuable upon exercise of the Option;
(ii) After the end of two years
from the grant date and prior to the end of three years from the
grant date, not more than seventy-five percent of the aggregate
shares issuable upon exercise of the Option; and
(iii) After the end of three
years from the grant date, one hundred percent of the aggregate
shares issuable upon exercise of the Option.
(e) Upon a Change of Control of
the Corporation as defined in Section 11.1 of the Plan, any
outstanding Option shall immediately become fully vested and
exercisable.
2. Termination of
Employment .
(a) Termination of
Employment . In the event of termination of employment with the
Corporation other than as a result of circumstances described in
Sections 2(b), 2(c), 2(d), and 2(e) below, the Option, whether
exercisable or not, shall terminate immediately upon termination of
employment.
(b) Death .
Notwithstanding Section 1(d), in the event of the death of the
Employee (x) while employed by the Corporation,
(y) following the Employee’s cessation of employment
with the Corporation due to permanent disability of the Employee
while employed by the Corporation, or (z) following the
retirement of the Employee if the retirement occurred after the
Employee reached age 62 and had ten or more years of full-time
service with the Corporation, the Option shall immediately become
fully vested and exercisable, and may be exercised by the
Employee’s Beneficiary (as defined in Section 4) but
only until the earlier of (i) the date that is twelve
(12) months following the date of death of the Employee or
(ii) the Expiration Date. In the event of the death of the
Employee following termination of or cessation of employment with
the Corporation, unless the first sentence of this Section 2(b) is
applicable, the Option may be exercised by the Employee’s
Beneficiary but only until the earlier of (i) the date that is
twelve (12) months following the date of death of the Employee
or (ii) the Expiration Date, and only to the extent that the
Option was exercisable on the day immediately prior to the date of
the Employee’s death.
(c) Disability . In the
event of cessation of employment with the Corporation due to
permanent disability of the Employee (as determined by the
Corporation) while employed by the Corporation, unless the first
sentence of Section 2(b) becomes applicable, the Option may be
exercised by the Employee until the Expiration Date and shall
continue to vest and become exercisable after such cessation of
employment due to permanent disability according to the schedule
set forth in Section 1(d).
(d) Retirement . In the
event of retirement of the Employee, the Option may, if the
retirement occurs after the Employee has reached age 55 and has ten
or more years of full-time service with the Corporation, be
exercised by the Employee until the Expiration Date, but only to
the extent that the Opt
