Exhibit 10.3
HARRIS
CORPORATION
2000 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF 8/26/05)
1. Performance Share Award
– Terms and Conditions. Under and subject to the
provisions of the Harris Corporation 2000 Stock Incentive Plan (as
amended from time to time the “Plan”), Harris
Corporation (the “Corporation”) has granted to the
Employee a Performance Share Award (the “Award”) of
such number of shares of Common Stock, $1.00 par value, of the
Corporation as set forth and designated in writing by the
Corporation to the Employee (the “Stock”). Such Award
is subject to the following Terms and Conditions (which together
with the Corporation’s letter specifying the number of shares
subject of the Award, the Performance Period and the Exhibit
related thereto is referred to as the “Agreement”):
(a) For purposes of the
Agreement, the “Performance Period” shall be the
Performance Period set forth and designated as such in writing by
the Corporation to the Employee.
(b) Within two and one-half
months of the expiration of the Performance Period and upon the
satisfaction of the applicable withholding obligations, the
Corporation shall at its option, cause such shares as to which the
Employee is entitled pursuant to Section 1(c) hereof either
(i) to be issued without restriction by delivery of a stock
certificate in the name of the Employee or his or her designee, and
the certificate shall be released to the custody of the Employee,
or (ii) to be credited without restriction to a book-entry
account for the benefit of the Employee or his or her designee
maintained by the Corporation’s stock transfer agent or its
designee.
(c) (i) The payout of the
Award shall be contingent upon the attainment during the
Performance Period of the performance objectives set forth in the
goals exhibit delivered to the Employee at the time of the making
of the Award (the “Exhibit”). The payout of the Award
shall be determined upon the expiration of the Performance Period
in accordance with the Exhibit. The final payout determination of
the Award will be authorized by the Harris Board of Directors, the
Board Committee, or its designee.
(ii) If employment is commenced
after July 15 th of the first fiscal year of the
Performance Period (such commencement date is referred to as the
“Start Date”), the final payout to be made to the
Employee determined in accordance with the prior provisions of this
Section 1(c) shall be reduced by 1/36 th for each month
between July 1 of the first fiscal year of the Performance Period
and the Start Date. Only a Start Date prior to the 15 th
of a month shall be deemed employment for a full month. Other than
with respect to the final payout, the pro-ration pursuant to this
Section will not otherwise impact the Award (e.g., the Employee
will have full voting rights and will be entitled to receive
dividend equivalent payments and other distributions with respect
to all Award shares).
(d) Subject to Section 7
hereof, during the Performance Period, the Employee may exercise
full voting rights with respect to all shares of Stock subject of
the Award and shall be entitled to receive dividends and other
distributions paid with respect to such shares. Upon the expiration
of the Performance Period, the Employee may exercise voting rights
and shall be entitled to receive dividends and other distributions
with respect to the number of shares to which the Employee is
entitled pursuant to Section 1(c) hereof.
(e) The number of shares
subject of the Award is based upon the assumption that the Employee
shall continue to perform substantially the same duties throughout
the Performance Period, and such number of shares may be reduced or
increased by the Board of Directors or the Board Committee or its
designee without formal amendment of the Agreement to reflect a
change in duties during the Performance Period.
2. Termination of
Employment. Other than in the event of a “change in
control” covered in paragraph 5 herein, if the Employee
ceases to be an employee of the Corporation or of one of its
Subsidiaries or Affiliates prior to the expiration of the
Performance Period: (i) for any reason other than death,
disability, retirement after age 55 with ten or more years
full-time service or involuntary termination of employment of the
Employee by the Corporation other than for Misconduct, all shares
of Stock awarded to the Employee hereunder shall be forfeited; or
(ii) due to (a) death, (b) disability,
(c) retirement after the Employee has reached age 55 and has
ten or more years of full-time service, or (d) involuntary
termination of employment by the Corporation other than for
Misconduct, the Employee shall be eligible to receive a pro-rata
proportion of the shares of Stock which would have been issued to
the Employee under the Award at the end of the Performance Period
determined in accordance with the provisions of Section 1(c)
hereof, such pro-rata proportion to be measured by a fraction of
which the numerator is the number of months of the Performance
Period during which the Employee’s employment continued, and
the denominator is the full number of months of the Performance
Period. For purposes of this Section 2, only employment for
15 days or more of a month shall be deemed employment for a
full month. Termination of employment of the Employee by the
Corporation for deliberate, willful or gross misconduct, as
determined by the Corporation, shall constitute “
Misconduct .”
3. Transfer of
Employment. If the Employee transfers employment from one
business unit of the Corporation or an Affiliate to another
business unit or Affiliate during a Performance Period, the
Employee shall be eligible to receive the number of shares of Stock
determined by the Board of Directors or the Board Committee based
upon such factors as the Board of Directors or the Board Committee,
as the case may be, in its sole discretion may deem
appropriate.
4. Prohibition Against
Transfer. Until the expiration of the Performance Period, the
Award and the shares of Stock subject of the Award and the rights
granted under these Terms and Conditions and the Agreement are
nontransferable except to family members or t
