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EXHIBIT 10.2
HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JUNE 30, 2007)
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 ”) 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 Performance Share Award (the “
Award ”) of such number of shares of common stock,
$1.00 par value per share (the “ Common Stock
”), of the Corporation as set forth in the Award Letter (as
defined below) from the Corporation to the Employee (such shares,
as may be adjusted in accordance with Sections 1(c), 1(d) and
1(e) of these Terms and Conditions, the “ Performance
Shares ”). Such Award 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 subject to the Award and the Performance Period and certain
other terms (the “ Award Letter ”) and the
Statement of Performance Goals (as defined below) related thereto,
are 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 the Award has not previously
been forfeited, as soon as practicable following the expiration of
the Performance Period and the satisfaction of the applicable tax
withholding obligations, the Corporation shall at its option, cause
the Performance Shares as to which the Employee is entitled
pursuant hereto: (i) to be released without restriction on
transfer by delivery to the custody of the Employee of a stock
certificate registered in the name of the Employee or his or her
designee or (ii) to be credited without restriction 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 Award (the “ Statement of Performance
Goals ”).
(ii) The number of Performance Shares 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 Performance Shares actually 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 Performance Shares actually earned
and to be released without restriction on transfer will be
authorized by the Harris Board of Directors, the Board Committee,
or its designee. Performance Shares will be forfeited (A) if
they are not earned at the end of the Performance Period or
(B) except as otherwise provided herein, if the Employee
ceases to be employed by the Corporation at any time prior to the
expiration of the Performance Period.
(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 . During the Performance
Period, the Employee may exercise full voting rights with respect
to all Performance Shares subject to the Award and shall be
entitled to receive cash dividends and other distributions paid
with respect to the Performance Shares. If any such dividend or
distribution is paid in securities of the Corporation (including
additional shares of Common 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 Common Stock is changed as a
result of a stock dividend, stock split or the like, without
additional consideration to the Corporation, the Performance Shares
subject to this Award shall be adjusted to correspond to the change
in the Corporation’s outstanding shares of Common Stock. For
the avoidance of doubt, 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
hereto.
(e)
Adjustments to Award . The number of Performance 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 Performance 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.
Forfeiture; Termination of Employment . Except 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 prior to the expiration of the
Performance Period:
(a) for any reason other than (i) death,
(ii) permanent disability, (iii) retirement after age 55
with ten or more years of full-time service, or
(iv) involuntary termination of employment of the Employee by
the Corporation other than for Misconduct, all Performance Shares
subject to the Award shall be automatically forfeited upon such
termination of employment; or
(b) due to (i) death, (ii) permanent disability,
(iii) retirement after age 55 with ten or more years of
full-time service, or (iv) involuntary termination of
employment by the Corporation other than for Misconduct, the
Employee shall be eligible to receive a pro-rata portion of the
Performance Shares 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, and the
remaining Performance Shares subject to the Award shall be
automatically forfeited. Such pro-rata portion shall be measured by
a fraction, of 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 number of full months of the
Performance Period. For purposes of this Section 2, only
employment for 15 days or more of a month shall be deemed
employ
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