EXHIBIT 10.4
HARRIS
CORPORATION
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JUNE 28, 2008)
1. Restricted Stock 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 Restricted Stock 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 Section 1(c) of these Terms and
Conditions, the “ Restricted Stock ”). 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 Restricted Stock subject to the Award, the
Restriction Period and certain other terms (the “ Award
Letter ”), are referred to as the “
Agreement ”).
(a) Restriction Period
. For purposes of this Agreement, the Restriction Period is the
period beginning on the grant date and ending as set forth in the
Award Letter (the “ Restriction Period ”). The
Board Committee may, in accordance with the Plan, accelerate the
expiration of the Restriction Period as to some or all of the
Restricted Stock at any time.
(b) Restrictions and
Forfeiture . The Restricted Stock is granted to the Employee
subject to the prohibitions on transfer set forth in Section 2
below, which shall lapse, if at all, upon the expiration of the
Restriction Period as described in Sections 3 and 4 below.
(c) Rights During
Restriction Period . During the Restriction Period, the
Employee may exercise full voting rights with respect to all
Restricted Stock subject to the Award and shall be entitled to
receive cash dividends and other distributions paid with respect to
the Restricted Stock. 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 on transferability, risks of forfeiture, and other
restrictions and conditions as the Restricted Stock 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 Restricted Stock subject to
this Award shall be adjusted to correspond to the change in the
outstanding shares of the Corporation’s Common Stock. For the
avoidance of doubt, upon the expiration of the Restriction 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.
(d) Release of Award .
Provided the Award has not previously been forfeited, as soon as
administratively practicable following the expiration of the
Restriction Period and the satisfaction of the applicable tax
withholding obligations, the Corporation shall at its option, cause
the Restricted Stock 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 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.
2. Prohibition Against
Transfer . Until the expiration of the Restriction Period, the
Award and the Restricted Stock subject to the Award and the rights
granted under these Terms and Conditions and the Agreement are not
transferable except to family members or trusts by will or by the
laws of descent and distribution, provided that the Award and the
Restricted Stock may not be so transferred to family members or
trusts except as permitted by applicable
