HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF 10/28/05)
1.
Performance Share Award – 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
”), Harris Corporation (the “ Corporation
”) has granted to the employee receiving these Terms and
Conditions (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 to the Employee specifying the number of
shares subject to the Award and the Performance Period (the “
Award Letter ”) and the Statement of Performance Goals
(as defined below) related thereto is referred to as the “
Agreement ”).
(a)
Performance Period . For purposes of the Agreement, the
“ Performance Period ” shall be the Performance
Period set forth and designated as such in the Award
Letter.
(b)
Release of Award . Provided that the Award has not
previously been forfeited, as soon as practicable following the
expiration of the Performance Period and 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 released
without restrictions on transfer by delivery of a stock certificate
registered 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 restrictions on transfer 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)
Satisfaction of Performance Objectives .
(i) The
Performance Shares are granted to the Employee subject to the
prohibitions on transfer set forth in Section 4 below, which
shall lapse, if at all, based upon attainment during the
Performance Period of the performance objectives set forth in the
Statement of Performance Goals delivered to the Employee at the
time of the making of the Award (the “ Statement of
Performance Goals ”).
(ii) The
number of shares of Stock actually earned shall be contingent upon
the attainment during the Performance Period of the performance
objectives set forth in the Statement of Performance Goals. The
number of shares of Stock earned shall be determined upon the
expiration of the Performance Period in accordance with the
Statement of Performance Goals. The final determination of the
number of shares of Stock earned and to be released without
restrictions on transfer will be authorized by the Harris Board of
Directors, the Board Committee, or its designee. Performance Shares
will be forfeited if they are not earned at the end of the
Performance Period and, except as otherwise provided herein, if the
Employee ceases
1
to be employed
by the Corporation at any time prior to the termination of the
Performance Period and release of the restrictions on transfer
relating to the Award as provided in Section 1(b) above.
(iii) If
employment is commenced after July 15th 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 1/36th 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 15th 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)
Rights During Performance Period . Subject to Section 7
hereof, during the Performance Period, the Employee may exercise
full voting rights with respect to all shares of Stock subject to
the Award and shall be entitled to receive cash dividends and other
distributions paid with respect to such shares. If any such
dividends or distributions are paid in securities of the
Corporation (including additional shares of Stock), such securities
shall be subject to the same restrictions and conditions as the
Performance Shares in respect of which such dividend or
distribution was made. If the number of outstanding shares of Stock
is changed as a result of a stock dividend, stock split or the
like, without additional consideration to the Corporation, the
number of shares of Stock subject to this Award shall be adjusted
to correspond to the change in the Corporation’s outstanding
shares of Stock. 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)
Adjustments to Award . The number of shares subject to 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 of Control covered in Section 5 herein or as otherwise
provided in the Award Letter, 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 (a) death,
(b) disability, (c) retirement after age 55 with ten or
more years full-time service, or (d) 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 automatically forfeited upon such termination of
employment; 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 portion 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 portion to be measured by a
fraction, of
2
which the
numerator is the number of full 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 dee
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