HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
TERMS AND CONDITIONS
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 ten 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 one-third 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 two-thirds of the
aggregate shares issuable upon exercise of the Option;
and
(iii) After
the end of three years from the grant date, all 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.
1
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 shall immediately become fully vested and exercisable and
may be exercised by the Employee until the Expiration
Date.
(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 Option was vested and
exercisable at the date of such retirement. In the event of
retirement of the Employee, th
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