10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended October 1, 2010  

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File Number 1-3863

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	34-0276860
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
1025 West NASA Boulevard
Melbourne, Florida	329l9
(Address of principal executive offices)	(Zip Code)

(321) 727-9l00

(Registrant’s telephone number, including area code)

No changes

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ
Non-accelerated filer   o (Do not check if a smaller reporting company) Accelerated filer o
Smaller reporting company o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

The number of shares outstanding of the registrant’s common stock as of October 22, 2010 was 128,279,277 shares.

HARRIS CORPORATION

FORM 10-Q

For the Quarter Ended October 1, 2010

INDEX

	Page
Part I. Financial Information:
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statement of Income for the Quarter ended October 1, 2010 and October 2, 2009		1
Condensed Consolidated Balance Sheet at October 1, 2010 and July 2, 2010		2
Condensed Consolidated Statement of Cash Flows for the Quarter ended October 1, 2010 and October 2, 2009		3
Notes to Condensed Consolidated Financial Statements		4
Report of Independent Registered Public Accounting Firm		14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
Item 4. Controls and Procedures		27
Part II. Other Information:
Item 1. Legal Proceedings		28
Item 1A. Risk Factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		29
Item 4. (Removed and Reserved)		29
Item 5. Other Information		30
Item 6. Exhibits		30
Signature		32
Exhibit Index
EX-10.C
EX-10.D
EX-10.E
EX-10.F
EX-10.G
EX-10.H
EX-10.I
EX-10.J
EX-10.K
EX-10.L
EX-10.M
EX-10.N
EX-10.O
EX-10.P
EX-12
EX-15
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

     This Quarterly Report on Form 10-Q contains trademarks, service marks and registered marks of Harris Corporation and its subsidiaries.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions, except per share amounts)
Revenue from product sales and services	$	1,405.4		$	1,203.0
Cost of product sales and services		(881.1	)		(812.1	)
Engineering, selling and administrative expenses		(255.2	)		(212.1	)
Non-operating loss		(0.4	)		(0.2	)
Interest income		0.6			0.4
Interest expense		(17.8	)		(18.2	)
Income before income taxes		251.5			160.8
Income taxes		(87.6	)		(56.3	)
Net income	$	163.9		$	104.5
Net income per common share
Basic	$	1.28		$	0.79
Diluted	$	1.27		$	0.79
Cash dividends paid per common share	$	0.25		$	0.22
Basic weighted average shares outstanding		126.8			130.8
Diluted weighted average shares outstanding		127.7			131.4

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

1

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

	October 1,			July 2,
	2010			2010
	(In millions, except shares)
Assets
Current Assets
Cash and cash equivalents	$	341.4		$	455.2
Receivables		705.6			736.0
Inventories		670.8			615.3
Income taxes receivable		3.7			15.3
Current deferred income taxes		148.5			145.3
Other current assets		63.3			37.5
Total current assets		1,933.3			2,004.6
Non-current Assets
Property, plant and equipment		672.2			609.7
Goodwill		1,936.2			1,576.2
Intangible assets		412.9			297.8
Non-current deferred income taxes		64.2			107.7
Other non-current assets		187.9			147.6
Total non-current assets		3,273.4			2,739.0
	$	5,206.7		$	4,743.6
Liabilities and Equity
Current Liabilities
Short-term debt	$	275.0		$	30.0
Accounts payable		390.7			329.4
Compensation and benefits		190.4			239.7
Other accrued items		298.1			267.5
Advance payments and unearned income		189.8			175.6
Income taxes payable		73.6			8.9
Current portion of long-term debt		0.7			0.7
Total current liabilities		1,418.3			1,051.8
Non-current Liabilities
Long-term debt		1,176.4			1,176.6
Long-term contract liability		129.5			132.4
Other long-term liabilities		188.2			192.7
Total non-current liabilities		1,494.1			1,501.7
Equity
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued		—			—
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 126,631,098 shares at October 1, 2010 and 127,460,307 shares at July 2, 2010		126.6			127.5
Other capital		462.9			461.1
Retained earnings		1,715.1			1,621.4
Accumulated other comprehensive loss		(10.9	)		(20.4	)
Total shareholders’ equity		2,293.7			2,189.6
Noncontrolling interests		0.6			0.5
Total equity		2,294.3			2,190.1
	$	5,206.7		$	4,743.6

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

2

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions)
Operating Activities
Net income	$	163.9		$	104.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		46.8			42.1
Share-based compensation		16.0			11.1
Non-current deferred income taxes		1.3			6.4
(Increase) decrease in:
Accounts and notes receivable		68.2			29.2
Inventories		(20.3	)		(29.8	)
Increase (decrease) in:
Accounts payable and accrued expenses		(55.9	)		(106.0	)
Advance payments and unearned income		11.7			34.1
Income taxes		76.7			45.1
Other		(13.5	)		(2.2	)
Net cash provided by operating activities		294.9			134.5
Investing Activities
Net cash paid for acquired businesses		(518.0	)		1.0
Cash paid for cost-method investment		(10.0	)		—
Additions of property, plant and equipment		(37.1	)		(18.6	)
Additions of capitalized software		(4.3	)		(2.0	)
Net cash used in investing activities		(569.4	)		(19.6	)
Financing Activities
Proceeds from borrowings		244.1			—
Repayments of borrowings		—			(81.1	)
Proceeds from exercise of employee stock options		2.6			0.1
Repurchases of common stock		(55.5	)		(55.3	)
Cash dividends		(32.2	)		(29.0	)
Net cash provided by (used in) financing activities		159.0			(165.3	)
Effect of exchange rate changes on cash and cash equivalents		1.7			0.3
Net decrease in cash and cash equivalents		(113.8	)		(50.1	)
Cash and cash equivalents, beginning of year		455.2			281.2
Cash and cash equivalents, end of quarter	$	341.4		$	231.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

3

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

October 1, 2010

Note A — Significant Accounting Policies and Recent Accounting Standards

Basis of Presentation

     The accompanying condensed consolidated financial statements include the accounts of Harris Corporation and its subsidiaries. As used in these Notes to Condensed Consolidated Financial Statements (Unaudited) (these “Notes”), the terms “Harris,” “Company,” “we,” “our,” and “us” refer to Harris Corporation and its consolidated subsidiaries. Significant intercompany transactions and accounts have been eliminated. The accompanying condensed consolidated financial statements have been prepared by Harris, without an audit, in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. In the opinion of management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for such periods. The results for the quarter ended October 1, 2010 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period. The balance sheet at July 2, 2010 has been derived from the audited financial statements but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements. We provide complete financial statements in our Annual Report on Form 10-K, which includes information and footnotes required by the rules and regulations of the SEC. The information included in this Quarterly Report on Form 10-Q (this “Report”) should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended July 2, 2010 (the “Fiscal 2010 Form 10-K”).

     The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and these Notes. Actual results could differ from those estimates and assumptions.

Adoption of New Accounting Standards

     In the first quarter of fiscal 2011, we adopted the following accounting standards, neither of which had a material impact on our financial position, results of operations or cash flows:

• The accounting standard that revises accounting and reporting requirements for arrangements with multiple deliverables. This standard allows the use of an estimated selling price to determine the selling price of a deliverable in cases where neither vendor-specific objective evidence nor third-party evidence is available, which is expected to increase the ability for entities to separate deliverables in multiple-deliverable arrangements and, accordingly, to decrease the amount of revenue deferred in these cases. Additionally, this standard requires the total selling price of a multiple-deliverable arrangement to be allocated at the inception of the arrangement to all deliverables based on relative selling prices.

• The accounting standard that clarifies which revenue allocation and measurement guidance should be used for arrangements that contain both tangible products and software, in cases where the software is more than incidental to the tangible product as a whole. More specifically, if the software sold with or embedded within the tangible product is essential to the functionality of the tangible product, then this software as well as undelivered software elements that relate to this software are excluded from the scope of existing software revenue guidance, which is expected to decrease the amount of revenue deferred in these cases.

Reclassifications

     Certain prior-year amounts have been reclassified in the accompanying condensed consolidated financial statements to conform with current-year classifications.

4

Note B — Stock Options and Other Share-Based Compensation

     As of October 1, 2010, we had three shareholder-approved employee stock incentive plans (“SIPs”) under which options or other share-based compensation was outstanding, and we had the following types of share-based awards outstanding under our SIPs: stock options, performance share awards, performance share unit awards, restricted stock awards and restricted stock unit awards. We believe that such awards more closely align the interests of employees with those of shareholders. Certain share-based awards provide for accelerated vesting if there is a change in control (as defined under our SIPs). The compensation cost related to our share-based awards that was charged against income was $16.0 million for the quarter ended October 1, 2010 and $11.1 million for the quarter ended October 2, 2009.

     Grants to employees under our SIPs during the quarter ended October 1, 2010 consisted of 1,337,250 stock options, 160,850 performance share awards and 370,800 restricted stock awards. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton option-pricing model which used the following assumptions: expected volatility of 35.58 percent; expected dividend yield of 2.0 percent; and expected life in years of 4.94.

Note C — Business Combinations

     On July 30, 2010, we acquired privately held CapRock Holdings, Inc. and its subsidiaries, including CapRock Communications, Inc. (collectively, “CapRock”), a global provider of mission-critical, managed satellite communications services for the government, energy and maritime industries. CapRock’s highly reliable solutions include broadband Internet access, voice over Internet Protocol (“VOIP”) telephony, wideband networking and real-time video, delivered to nearly 2,000 customer sites around the world. The acquisition of CapRock increased the breadth of our assured communications^® capabilities, while enabling us to enter new vertical markets and increase our international presence. The total estimated net purchase price for CapRock is $528.3 million. The purchase price remains subject to post-closing adjustments and the purchase price allocation is preliminary. Our first quarter of fiscal 2011 results of operations include revenue of $64.6 million and a pre-tax loss of $0.4 million (including $2.0 million of acquisition-related charges) associated with CapRock for the two-month period during the quarter following the date of acquisition. We report CapRock within our Government Communications Systems segment.

     The following tables provide further detail of the acquisition of CapRock in fiscal 2011:

	CapRock
	(In millions)
Date of acquisition		7/30/2010
Reporting business segment	Government Comm. Systems
Cash consideration paid to former owners	$	540.2
Less cash acquired		(22.2	)
Total net purchase price paid as of October 1, 2010		518.0
Estimated post-closing acquired cash true-up		10.3
Total estimated net purchase price	$	528.3
Balance Sheet of CapRock as of the acquisition date:
Accounts and notes receivable	$	37.5
Inventories		35.2
Other current assets		4.2
Current deferred income taxes		3.0
Identifiable intangible assets		131.5
Goodwill		356.5
Property, plant and equipment		62.9
Other assets		23.0
Total assets acquired		653.8
Accounts payable and accrued expenses		71.3
Advance payments and unearned income		2.4
Non-current deferred tax liabilities		42.1
Other liabilities		9.7
Total liabilities acquired		125.5
Net assets acquired	$	528.3

5

	CapRock
	Weighted
	Average
	Amortization
	Period		Total
	(In years)		(In millions)
Identifiable Intangible Assets:
Customer relationships		16.0	$	70.0
Contract backlog		5.0		47.0
Tradenames		5.0		14.0
Other		15.0		0.5
Weighted average amortization period and total		10.9	$	131.5

     The goodwill resulting from this business combination was associated primarily with CapRock’s market presence and leading position, growth opportunities in the markets in which it operates, experienced work force and established operating infrastructure. The goodwill resulting from this business combination is nondeductible for tax purposes.

Pro Forma Results (Unaudited)

     The following summary, prepared on a pro forma basis, presents our unaudited consolidated results of operations as if the acquisition of CapRock had been completed as of the beginning of fiscal 2010, after including the impact of adjustments such as amortization of intangible assets, interest expense on related borrowings, and the related income tax effects. This pro forma presentation does not include any impact of transaction synergies.

	Quarter Ended
	October 1,		October 2,
	2010		2009
	(In millions, except per
	share amounts)
Revenue from product sales and services — as reported	$	1,405.4	$	1,203.0
Revenue from product sales and services — pro forma	$	1,437.7	$	1,296.3
Net income — as reported	$	163.9	$	104.5
Net income — pro forma	$	163.6	$	108.6
Net income per diluted common share — as reported	$	1.27	$	0.79
Net income per diluted common share — pro forma	$	1.27	$	0.82

     The pro forma results are not necessarily indicative of our results of operations had we owned CapRock for the entire periods presented.

Note D — Comprehensive Income and Accumulated Other Comprehensive Loss

     Comprehensive income for the quarters ended October 1, 2010 and October 2, 2009 was comprised of the following:

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions)
Net income	$	163.9		$	104.5
Other comprehensive income (loss):
Foreign currency translation		10.5			18.1
Net unrealized gain (loss) on securities available-for-sale, net of income taxes		(0.9	)		1.0
Net unrealized loss on hedging derivatives, net of income taxes		(0.4	)		(0.4	)
Amortization of loss on treasury lock, net of income taxes		0.2			0.1
Recognition of pension actuarial losses in net income, net of income taxes		0.1			1.6
Total comprehensive income	$	173.4		$	124.9

6

     The components of accumulated other comprehensive loss at October 1, 2010 and July 2, 2010 were as follows:

	October 1,			July 2,
	2010			2010
	(In millions)
Foreign currency translation	$	24.8		$	14.3
Net unrealized gain (loss) on securities available-for-sale, net of income taxes		(0.3	)		0.6
Net unrealized gain on hedging derivatives, net of income taxes		0.1			0.5
Unamortized loss on treasury lock, net of income taxes		(3.9	)		(4.1	)
Unrecognized pension obligations, net of income taxes		(31.6	)		(31.7	)
	$	(10.9	)	$	(20.4	)

Note E — Receivables

     Receivables are summarized below:

	October 1,			July 2,
	2010			2010
	(In millions)
Accounts receivable	$	565.1		$	613.0
Unbilled costs on cost-plus contracts		144.8			125.1
Notes receivable due within one year, net		7.4			7.9
		717.3			746.0
Less allowances for collection losses		(11.7	)		(10.0	)
	$	705.6		$	736.0

Note F — Inventories

     Inventories are summarized below:

	October 1,		July 2,
	2010		2010
	(In millions)
Unbilled costs and accrued earnings on fixed-price contracts	$	318.5	$	295.3
Finished products		156.0		134.6
Work in process		67.1		59.7
Raw materials and supplies		129.2		125.7
	$	670.8	$	615.3

     Unbilled costs and accrued earnings on fixed-price contracts were net of progress payments of $37.2 million at October 1, 2010 and $35.8 million at July 2, 2010.

Note G — Property, Plant and Equipment

     Property, plant and equipment are summarized below:

	October 1,			July 2,
	2010			2010
	(In millions)
Land	$	12.1		$	13.1
Software capitalized for internal use		87.2			85.7
Buildings		407.0			396.6
Machinery and equipment		918.5			860.2
		1,424.8			1,355.6
Less allowances for depreciation and amortization		(752.6	)		(745.9	)
	$	672.2		$	609.7

7

     Depreciation and amortization expense related to property, plant and equipment for the quarters ended October 1, 2010 and October 2, 2009 was $29.9 million and $26.3 million, respectively.

Note H — Goodwill and Intangible Assets

     Changes in the carrying amount of goodwill for the quarter ended October 1, 2010 by business segment are as follows:

			Government
	RF		Communications		Broadcast
	Communications		Systems		Communications			Total
	(In millions)
Balance at July 2, 2010 — net of impairment losses	$	422.6	$	492.4	$	661.2		$	1,576.2
Goodwill acquired during the period		—		356.5		—			356.5
Currency translation adjustments		0.2		0.1		3.2			3.5
Balance at October 1, 2010 — net of impairment losses	$	422.8	$	849.0	$	664.4		$	1,936.2
Balance at October 1, 2010 — before impairment losses	$	422.8	$	849.0	$	825.3		$	2,097.1
Accumulated impairment losses		—		—		(160.9	)		(160.9	)
Balance at October 1, 2010 — net of impairment losses	$	422.8	$	849.0	$	664.4		$	1,936.2

     The goodwill resulting from the acquisition of CapRock was associated primarily with their market presence and leading position, growth opportunities in the market in which the acquired company operated, experienced work force and established operating infrastructure.

     In the table above, the accumulated impairment losses in our Broadcast Communications segment were recorded in the fourth quarter of fiscal 2009.

     We have identifiable intangible assets related primarily to customer relationships and technology acquired through acquisitions. The unamortized balance of identifiable intangible assets on our accompanying Condensed Consolidated Balance Sheet was $412.9 million and $297.8 million at October 1, 2010 and July 2, 2010, respectively. Amortization expense related to identifiable intangible assets for the quarters ended October 1, 2010 and October 2, 2009 was $15.3 million and $14.2 million, respectively. The estimated amortization expense related to identifiable intangible assets for the remaining three quarters of fiscal 2011 is $47.8 million and for the five fiscal years following fiscal 2011 and, in total, thereafter is: $63.5 million in fiscal 2012, $60.2 million in fiscal 2013, $50.3 million in fiscal 2014, $48.5 million in fiscal 2015, $35.6 million in fiscal 2016 and $107.0 million thereafter.

Note I — Credit Arrangements

     On September 29, 2010, we entered into a $300 million senior unsecured 364-day revolving credit agreement (the “364-Day Revolving Credit Agreement”) with a syndicate of lenders. The 364-Day Revolving Credit Agreement provides for the extension of credit to us in the form of revolving loans at any time and from time to time during the term of the 364-Day Revolving Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed $300 million. Borrowings under the 364-Day Revolving Credit Agreement will be denominated in U.S. Dollars. The 364-Day Revolving Credit Agreement may be used for working capital and other general corporate purposes (excluding hostile acquisitions) and may also be used to support any commercial paper that we may issue.

     At our election, borrowings under the 364-Day Revolving Credit Agreement will bear interest either at LIBOR plus an applicable margin or at the base rate plus an applicable margin. The interest rate margin over LIBOR, initially set at 1.75 percent, may increase (to a maximum amount of 2.25 percent) or decrease (to a minimum amount of 1.25 percent) based on changes in the ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). The base rate is a fluctuating rate equal to the highest of (i) the federal funds rate plus 0.50 percent, (ii) SunTrust Bank’s publicly announced prime lending rate for U.S. Dollars or (iii) LIBOR for an interest period of one month plus 1.00 percent. The interest rate margin over the base rate, initially set at 0.75 percent, may increase (to a maximum amount of 1.25 percent) or decrease (to a minimum amount of 0.25 percent) based on our Senior Debt Ratings.

     The 364-Day Revolving Credit Agreement contains certain customary covenants, including covenants limiting: certain liens on our assets; certain mergers, consolidations or sales of assets; certain sale and leaseback transactions; certain vendor financing investments; and certain investments in unrestricted subsidiaries. The 364-Day Revolving Credit Agreement also requires that we not permit our ratio of consolidated total indebtedness to total capital, each as defined, to be greater than 0.60:1.00 and not permit our ratio of consolidated EBITDA to consolidated net interest expense, each as defined, to be less than 3.00:1.00 (measured on the last day of each fiscal quarter for the rolling four-quarter period then ending). We were in compliance with the covenants in the 364-Day Revolving Credit Agreement in the first quarter of fiscal 2011. The 364-Day Revolving Credit Agreement contains certain events of

8

default, including: failure to make payments; failure to perform or observe terms, covenants and agreements; material inaccuracy of any representation or warranty; payment default under other indebtedness with a principal amount in excess of $75 million, other default under such other indebtedness that permits acceleration of such indebtedness, or acceleration of such other indebtedness; occurrence of one or more final judgments or orders for the payment of money in excess of $75 million that remain unsatisfied; incurrence of certain ERISA liability in excess of $75 million; any bankruptcy or insolvency; or a change of control, including if a person or group becomes the beneficial owner of 25 percent or more of our voting stock. If an event of default occurs the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. All amounts borrowed or outstanding under the 364-Day Revolving Credit Agreement are due and mature on September 28, 2011, unless the commitments are terminated earlier either at our request or if certain events of default occur. At October 1, 2010, we had no borrowings outstanding under the 364-Day Revolving Credit Agreement.

     For a description of our other credit arrangements, see the “Capital Structure and Resources” discussion in Part I. Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.

Note J — Accrued Warranties

     Changes in our warranty liability, which is included as a component of the “Other accrued items” and “Other long-term liabilities” line items in the accompanying Condensed Consolidated Balance Sheet (Unaudited), during the quarter ended October 1, 2010 were as follows:

	(In millions)
Balance at July 2, 2010	$	73.1
Warranty provision for sales made during the quarter ended October 1, 2010		5.7
Settlements made during the quarter ended October 1, 2010		(17.0	)
Other adjustments to the warranty liability, including those for acquisitions and foreign currency translation, during the quarter ended October 1, 2010		0.1
Balance at October 1, 2010	$	61.9

Note K — Net Income Per Share

     The calculations of net income per share are as follows:

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions, except per share
	amounts)
Net income	$	163.9		$	104.5
Adjustments for participating securities outstanding		(2.0	)		(1.0	)
Net income used in basic and diluted common share calculations (A)	$	161.9		$	103.5
Basic weighted average common shares outstanding (B)		126.8			130.8
Impact of dilutive stock options		0.9			0.6
Diluted weighted average common shares outstanding (C)		127.7			131.4
Net income per basic share (A)/(B)	$	1.28		$	0.79
Net income per diluted share (A)/(C)	$	1.27		$	0.79

     Employee stock options to purchase approximately 2,806,312 and 4,696,082 shares of our common stock were outstanding at October 1, 2010 and October 2, 2009, respectively, but were not included in the calculations of net income per diluted share because the effect would have been antidilutive as the options’ exercise prices exceeded the average market price.

Note L — Fair Value Measurements

     Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market

9

participants at the measurement date. Further, entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value, and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

• Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities, and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

     The following table represents the fair value hierarchy of our assets and liabilities measured at fair value on a recurring basis (at least annually) as of October 1, 2010:

	Level 1		Level 2		Level 3		Total
	(In millions)
Assets
Marketable equity securities (1)	$	3.3	$	—	$	—	$	3.3
Deferred compensation plan investments: (2)
Money market fund		27.6		—		—		27.6
Stock fund		34.4		—		—		34.4
Equity security		14.9		—		—		14.9
Foreign currency forward contracts (3)		—		1.3		—		1.3
Liabilities
Deferred compensation plans (4)		73.4		—		—		73.4
Foreign currency forward contracts (5)		—		1.8		—		1.8

(1)	Represents investments classified as securities available-for-sale, which we include in the “Other current assets” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited).
(2)	Represents investments held in a Rabbi Trust associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in the accompanying Condensed Consolidated Balance Sheet (Unaudited).
(3)	Includes derivatives designated as hedging instruments, which we include in the “Other current assets” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited). The fair value of these contracts was measured using a market approach based on quoted foreign currency forward exchange rates for contracts with similar maturities.
(4)	Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in the accompanying Condensed Consolidated Balance Sheet (Unaudited). Under these plans, participants designate investment options (including money market, stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.
(5)	Includes derivatives designated as hedging instruments, which we include in the “Other accrued items” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited). The fair value of these contracts was measured using a market approach based on quoted foreign currency forward exchange rates for contracts with similar maturities.

     Assets and liabilities that were measured at fair value on a nonrecurring basis were not material during the quarters ended October 1, 2010 or October 2, 2009.

10

     The following table represents the carrying amounts and estimated fair values of our significant financial instruments that are not measured at fair value (carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of those items):

	October 1, 2010				July 2, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(In millions)
Financial Liabilities
Long-term debt (including current portion) (1)	$	1,177.1	$	1,363.6	$	1,177.3	$	1,301.8

(1) The estimated fair value was measured using a market approach based on quoted market prices for our debt traded in the secondary market.

Note M — Derivative Instruments and Hedging Activities

     In the normal course of doing business, we are exposed to global market risks, including the effect of changes in foreign currency exchange rates. We use derivative instruments to manage our exposure to such risks and formally document all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions. We recognize all derivatives in the accompanying Condensed Consolidated Balance Sheet (Unaudited) at fair value. We do not hold or issue derivatives for trading purposes.

     At October 1, 2010, we had open foreign currency forward contracts with a notional amount of $79.9 million, of which $43.8 million were classified as cash flow hedges and $36.1 million were classified as fair value hedges. This compares with open foreign currency forward contracts with a notional amount of $46.5 million at July 2, 2010, of which $16.2 million were classified as cash flow hedges and $30.3 million were classified as fair value hedges. At October 1, 2010, contract expiration dates ranged from less than 1 month to 9 months with a weighted average contract life of 4 months.

Balance Sheet Hedges

     To manage the exposure in our balance sheet to risks from changes in foreign currency exchange rates, we implement fair value hedges. More specifically, we use foreign currency forward contracts and options to hedge certain balance sheet items, including foreign currency denominated accounts receivable and inventory. Changes in the value of the derivatives and the related hedged items are reflected in earnings, in the “Cost of product sales and services” line item in the accompanying Condensed Consolidated Statement of Income (Unaudited). As of October 1, 2010, we had outstanding foreign currency forward contracts denominated in the Euro, British Pound and Canadian Dollar to hedge certain balance sheet items. The net gains or losses on foreign currency forward contracts designated as fair value hedges for the quarter ended October 1, 2010 were not material. In addition, no amounts were recognized in earnings in the quarter ended October 1, 2010 related to hedged firm commitments that no longer qualify as fair value hedges.

Cash Flow Hedges

     To manage our exposure to currency risk and market fluctuation risk associated with anticipated cash flows that are probable of occurring in the future, we implement cash flow hedges. More specifically, we use foreign currency forward contracts and options to hedge off-balance sheet future foreign currency commitments, including purchase commitments from suppliers, future committed sales to customers and intercompany transactions. These derivatives are primarily being used to hedge currency exposures from cash flows anticipated in our RF Communications segment related to programs in the U.K. We also have hedged U.S. dollar payments to suppliers to maintain our anticipated profit margins in our international operations. As of October 1, 2010, we had outstanding foreign currency forward contracts denominated in the Euro, British Pound and Canadian Dollar to hedge certain forecasted transactions.

     These derivatives have only nominal intrinsic value at the time of purchase and have a high degree of correlation to the anticipated cash flows they are designated to hedge. Hedge effectiveness is determined by the correlation of the anticipated cash flows and the maturity dates of the derivatives used to hedge these cash flows. These financial instruments are marked-to-market using forward prices and fair value quotes with the offset to other comprehensive income, net of hedge ineffectiveness. Gains and losses from other comprehensive income are reclassified to earnings when the related hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The cash flow impact of our derivatives is included in the same category in the accompanying Condensed Consolidated Statement of Cash Flows (Unaudited) as the cash flows of the item being hedged.

11

     The amount of gains or losses from cash flow hedges recognized in earnings or recorded in other comprehensive income, including gains or losses related to hedge ineffectiveness, was not material in the quarters ended October 1, 2010 or October 2, 2009. We do not expect the amount of gains or losses recognized in the “Accumulated other comprehensive loss” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited) as of October 1, 2010 that will be reclassified to earnings from other comprehensive income within the next 12 months to be material.

Credit Risk

     We are exposed to credit losses in the event of non-performance by counterparties to these financial instruments, but we do not expect any of the counterparties to fail to meet their obligations. To manage credit risks, we select counterparties based on credit ratings, limit our exposure to any single counterparty under defined guidelines and monitor the market position with each counterparty.

     See Note L — Fair Value Measurements in these Notes for the amount of the assets and liabilities related to these foreign currency forward contracts in the accompanying Condensed Consolidated Balance Sheet (Unaudited) as of October 1, 2010, and see Note D — Comprehensive Income and Accumulated Other Comprehensive Loss in these Notes for additional information on changes in accumulated other comprehensive loss for the quarter ended October 1, 2010.

Note N — Business Segments

     We structure our operations primarily around the products and services we sell and the markets we serve, and we report the financial results of our operations in the following three business segments — RF Communications, Government Communications Systems and Broadcast Communications. Our RF Communications segment is a global supplier of secure tactical radio communications and embedded high-grade encryption solutions for military and government organizations and also of secure communications systems and equipment for public safety, utility and transportation markets. Our Government Communications Systems segment conducts advanced research studies and produces, integrates and supports highly reliable, net-centric communications and information technology that solve the mission-critical challenges of our defense, intelligence and civilian U.S. Government customers, as well as those in the energy and maritime industries. Our Broadcast Communications segment serves the global digital and analog media markets, providing workflow, infrastructure and networking products and solutions; media solutions; and television and radio transmission equipment and systems. Within each of our business segments, there are multiple program areas and product lines that aggregate into our three business segments described above.

     The accounting policies of our business segments are the same as those described in Note 1: “Significant Accounting Policies” in our Fiscal 2010 Form 10-K. We evaluate each segment’s performance based on its “operating income (loss),” which we define as profit or loss from operations before income taxes excluding interest income and expense, royalties and related intellectual property expenses, equity income and gains or losses from securities and other investments. Intersegment sales among our segments are transferred at cost to the buying segment and the sourcing segment recognizes a normal profit that is eliminated. The “Corporate eliminations” line item in the tables below represents the elimination of intersegment sales and their related profits. The “Unallocated corporate expense” line item in the tables below represents the portion of corporate expenses not allocated to the business segments.

     Total assets by business segment are summarized below:

	October 1,		July 2,
	2010		2010
	(In millions)
Total Assets
RF Communications	$	1,404.2	$	1,468.5
Government Communications Systems		2,124.3		1,537.7
Broadcast Communications		1,050.3		1,057.0
Corporate		627.9		680.4
	$	5,206.7	$	4,743.6

12

     Segment revenue, segment operating income (loss) and a reconciliation of segment operating income (loss) to total income before income taxes follow:

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions)
Revenue
RF Communications	$	566.5		$	423.7
Government Communications Systems		735.5			667.7
Broadcast Communications		121.6			118.7
Corporate eliminations		(18.2	)		(7.1	)
	$	1,405.4		$	1,203.0
Income Before Income Taxes
Segment Operating Income (Loss):
RF Communications (1)	$	228.5		$	114.0
Government Communications Systems (2)		78.3			85.7
Broadcast Communications		(8.6	)		0.3
Unallocated corporate expense		(25.7	)		(19.2	)
Corporate eliminations		(3.4	)		(2.0	)
Non-operating loss (3)		(0.4	)		(0.2	)
Net interest expense		(17.2	)		(17.8	)
	$	251.5		$	160.8

(1)	The operating income in our RF Communications segment in the quarter ended October 2, 2009 included charges of $6.5 million for integration costs and the impact of a step up in inventory associated with our acquisition of the Tyco Electronics wireless systems business, formerly known as M/A-COM (“Wireless Systems”).
(2)	The operating income in our Government Communications Systems segment in the quarter ended October 1, 2010 included charges of $2.0 million for integration and other costs associated with our acquisition of CapRock.
(3)	“Non-operating loss” includes equity investment income (loss), royalties and related intellectual property expenses, gains and losses on sales of investments and securities available-for-sale, and impairments of investments and securities available-for-sale.

13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Harris Corporation

     We have reviewed the condensed consolidated balance sheet of Harris Corporation as of October 1, 2010, and the related condensed consolidated statements of income for the quarters ended October 1, 2010 and October 2, 2009, and the condensed consolidated statements of cash flows for the quarters ended October 1, 2010 and October 2, 2009. These financial statements are the responsibility of the Company’s management.

     We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

     We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Harris Corporation as of July 2, 2010, and the related consolidated statements of income, cash flows, and comprehensive income and equity for the year then ended, not presented herein, and in our report dated August 30, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of July 2, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP
Certified Public Accountants

Boca Raton, Florida
October 28, 2010

14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

     The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of Harris. MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes appearing elsewhere in this Report. In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Fiscal 2010 Form 10-K. Except for the historical information contained herein, the discussions in MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

     The following is a list of the sections of MD&A, together with our perspective on the contents of these sections of MD&A, which we hope will assist in reading these pages:

• Results of Operations - an analysis of our consolidated results of operations and of the results in each of our three business segments, to the extent the business segment operating results are helpful to an understanding of our business as a whole, for the periods presented in our Condensed Consolidated Financial Statements (Unaudited).

• Liquidity and Capital Resources - an analysis of cash flows, common stock repurchases, dividends, capital structure and resources, off-balance sheet arrangements and commercial commitments and contractual obligations.

• Critical Accounting Policies and Estimates - information about accounting policies that require critical judgments and estimates and about accounting standards that have been issued but are not yet effective for us and their potential impact.

• Forward-Looking Statements and Factors that May Affect Future Results - cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from our historical results or our current expectations or projections.

RESULTS OF OPERATIONS

Highlights

     Operations results for the first quarter of fiscal 2011 include:

• Revenue increased 16.8 percent to $1,405.4 million in the first quarter of fiscal 2011 from $1,203.0 million in the first quarter of fiscal 2010;

• Net income increased to $163.9 million, or $1.27 per diluted share, in the first quarter of fiscal 2011 from $104.5 million, or $0.79 per diluted share, in the first quarter of fiscal 2010;

• Our RF Communications segment revenue increased 33.7 percent to $566.5 million and operating income increased 100.4 percent to $228.5 million in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010;

• Our Government Communications Systems segment revenue increased 10.2 percent to $735.5 million and operating income decreased 8.6 percent to $78.3 million in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010. Fiscal 2011 results benefited from our acquisition of CapRock in the first quarter of fiscal 2011, and operating income in the first quarter of fiscal 2011 included $2.0 million of acquisition-related charges;

• Our Broadcast Communications segment revenue increased 2.4 percent to $121.6 million in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010, and there was an operating loss of $8.6 million in the first quarter of fiscal 2011 compared with operating income of $0.3 million in the first quarter of fiscal 2010; and

• Net cash provided by operating activities was $294.9 million in the first quarter of fiscal 2011 compared with $134.5 million in the first quarter of fiscal 2010, an increase of 119.3 percent.

15

Consolidated Results of Operations

Revenue and Net Income

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions, except per share amounts)
Revenue	$	1,405.4		$	1,203.0			16.8	%
Net income	$	163.9		$	104.5			56.8	%
% of revenue		11.7	%		8.7	%
Net income per diluted common share	$	1.27		$	0.79			60.8	%

     Our revenue in the first quarter of fiscal 2011 was $1,405.4 million, an increase of 16.8 percent compared with the first quarter of fiscal 2010. Revenue increased by 33.7 percent, 10.2 percent and 2.4 percent in our RF Communications, Government Communications Systems and Broadcast Communications segments, respectively. RF Communications segment revenue was driven primarily by deliveries for the U.S. Department of Defense’s mine resistant ambush protected vehicle (“MRAP”) and mine resistant ambush protected all-terrain vehicle
(“M-ATV”) programs. Government Communications Systems segment revenue benefited from the ramp-up on the recently awarded Geostationary Operational Environmental Satellite — Series R (“GOES-R”) Ground and Antenna Segment weather programs for the National Oceanic and Atmospheric Administration (“NOAA”) and from our acquisition of CapRock, partially offset by the continued winding down of the Field Data Collection Automation (“FDCA”) program for the U.S. Census Bureau, as expected, and lower revenue on several classified programs.

     Net income in the first quarter of fiscal 2011 was $163.9 million, or $1.27 per diluted common share, compared with $104.5 million, or $0.79 per diluted common share, in the first quarter of fiscal 2010. The increase in net income was primarily due to significantly higher operating income in our RF Communications segment. RF Communications segment operating income increased by $114.5 million, or 100.4 percent, in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010, while our Government Communications Systems segment operating income decreased by $7.4 million, or 8.6 percent, and our Broadcast Communications segment had an operating loss of $8.6 million.

     Unallocated corporate expense in the first quarter of fiscal 2011 was $25.7 million compared with $19.2 million in the first quarter of fiscal 2010.

     See the “Discussion of Business Segment Results of Operations” and “Unallocated Corporate Expense and Corporate Eliminations” discussions below in this MD&A for further information.

Gross Margin

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Revenue	$	1,405.4		$	1,203.0			16.8	%
Cost of product sales and services		(881.1	)		(812.1	)		8.5	%
Gross margin	$	524.3		$	390.9			34.1	%
% of revenue		37.3	%		32.5	%

     Our gross margin (revenue less cost of product sales and services) as a percentage of revenue in the first quarter of fiscal 2011 was 37.3 percent compared with 32.5 percent in the first quarter of fiscal 2010. The increase in gross margin as a percentage of revenue in the first quarter of fiscal 2011 was primarily due to higher gross margins in our RF Communications segment as well as a higher percentage of our overall sales that was generated by this higher-margin segment.

     See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

16

Engineering, Selling and Administrative Expenses

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Engineering, selling and administrative expenses	$	255.2		$	212.1			20.3	%
% of revenue		18.2	%		17.6	%

     Our engineering, selling and administrative (“ESA”) expenses increased to $255.2 million in the first quarter of fiscal 2011 from $212.1 million in the first quarter of fiscal 2010. As a percentage of revenue, ESA expenses were 18.2 percent in the first quarter of fiscal 2011 compared with 17.6 percent in the first quarter of fiscal 2010. The increase in ESA expenses and ESA expenses as a percentage of revenue was primarily due to our acquisition of CapRock during the first quarter of fiscal 2011 (including $2.0 million of acquisition-related charges) and continued investment in product development and the pursuit of new growth opportunities.

     See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Non-Operating Loss

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Non-operating loss	$	(0.4	)	$	(0.2	)		100.0	%

     We had a non-operating loss of $0.4 million in the first quarter of fiscal 2011 compared with a non-operating loss of $0.2 million in the first quarter of fiscal 2010.

Interest Income and Expense

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Interest income	$	0.6		$	0.4			50.0	%
Interest expense		(17.8	)		(18.2	)		(2.2	)%

     Our interest income increased to $0.6 million in the first quarter of fiscal 2011 from $0.4 million in the first quarter of fiscal 2010 due to higher balances of cash and cash equivalents. Our interest expense decreased to $17.8 million in the first quarter of fiscal 2011 from $18.2 million in the first quarter of fiscal 2010 due to lower interest rates incurred on our short-term borrowings, partially offset by higher levels of short-term borrowings related to our acquisition of CapRock during the first quarter of fiscal 2011.

Income Taxes

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Income taxes	$	87.6		$	56.3			55.6	%
Effective tax rate		34.8	%		35.0	%

     Our effective tax rate (income taxes as a percentage of income before income taxes) was 34.8 percent for the first quarter of fiscal 2011 compared with 35.0 percent for the first quarter of fiscal 2010.

17

Discussion of Business Segment Results of Operations

RF Communications Segment

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Revenue	$	566.5		$	423.7			33.7	%
Segment operating income		228.5			114.0			100.4	%
% of revenue		40.3	%		26.9	%

     RF Communications segment revenue in the first quarter of fiscal 2011 was $566.5 million, including $446.1 million in our Tactical Radio Communications business and $120.4 million in our Public Safety and Professional Communications business, compared with $423.7 million in the first quarter of fiscal 2010. The increase in RF Communications segment revenue was driven primarily by deliveries for the U.S. Department of Defense’s MRAP and M-ATV programs.

     Operating income was $228.5 million in the first quarter of fiscal 2011 compared with $114.0 million in the first quarter of fiscal 2010. Operating income as a percentage of revenue was 40.3 percent in the first quarter of fiscal 2011 compared with 26.9 percent in the first quarter of fiscal 2010. The increase in operating income and operating income as a percentage of revenue was primarily due to a significant increase in revenue in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010, a favorable product mix and operational efficiencies.

     RF Communications segment orders in the first quarter of fiscal 2011 were $472 million, including $394 million in our Tactical Radio Communications business and $78 million in our Public Safety and Professional Communications business. At the end of the first quarter of fiscal 2011, total backlog for our RF Communications segment was $1.67 billion, including $1.19 billion in our Tactical Radio Communications business and $484 million in our Public Safety and Professional Communications business.

     During the first quarter of fiscal 2011, new orders in our Tactical Radio Communications business were strong in the international market. This reflected continuing strong international demand and a significant uptake in customer adoption of our new Falcon III^® radios. International orders in the first quarter of fiscal 2011 included three orders totaling $69 million from an Asian country for the next phase of a comprehensive, multi-level Command, Control, Communications, Computers and Intelligence (“C4I”) system.

     Orders in our Tactical Radio Communications business in the U.S. market in the first quarter of fiscal 2011 included orders for Falcon III and Falcon II^® radios for the U.S. Navy, AN/PRC-117G vehicular adaptor units for the U.S. Marine Corps, and several new products including high-capacity line-of-sight Internet Protocol (“IP”) data radios, KGV-72 blue force tracking encryption devices, and HF Loop antennas for improved communications on the move.

     In our Public Safety and Professional Communications business, we received a $9 million contract from Ontario County, New York, to upgrade its public safety radio communications system with a Harris P25^IP (Project 25 to the power of IP) solution. Our Unity^® XG-100P portable full-spectrum multiband radio and its suite of advanced features will be used for enhanced interoperability.

     Following the close of the first quarter of fiscal 2011, we were selected by Alberta Solicitor General and Public Security as the preferred vendor for the design, construction, implementation and operation of the province-wide Alberta First Responders Radio Communications System. We have been engaged in due diligence activities as defined in the Request for Proposals. Award of the contract is subject to successful completion of due diligence activities, finalization of contract documentation satisfactory to Alberta Solicitor General and Public Security and approval of the finalized contract by the Alberta Treasury Board. This system, which will cover 256,000 square miles, will be the critical communications link among Alberta’s first responders.

18

Government Communications Systems Segment

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Revenue	$	735.5		$	667.7			10.2	%
Segment operating income		78.3			85.7			(8.6	)%
% of revenue		10.6	%		12.8	%

     Government Communications Systems segment revenue in the first quarter of fiscal 2011 increased 10.2 percent to $735.5 million compared with $667.7 million in the first quarter of fiscal 2010. Operating income was $78.3 million in the first quarter of fiscal 2011 compared with $85.7 million in the first quarter of fiscal 2010. Operating income as a percentage of revenue in the first quarter of fiscal 2011 was 10.6 percent compared with 12.8 percent in the first quarter of fiscal 2010. Operating income in the first quarter of fiscal 2010 benefited from favorable award fees for the completion of the equipment build-out phase on the FAA Telecommunications Infrastructure (“FTI”) program for the Federal Aviation Administration (“FAA”).

     Revenue growth in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010 was driven primarily by the ramp-up on the GOES-R Ground and Antenna Segment weather programs, partially offset by the continued winding down of the FDCA program, as expected, and lower revenue on several classified programs.

     Revenue also benefited from the recent acquisition of CapRock, which was completed on July 30, 2010. As discussed further in Note C — Business Combinations in the Notes, CapRock is a global provider of managed satellite communications solutions serving remote and harsh environments for the energy, government and maritime industries. Our first quarter of fiscal 2011 results of operations include revenue of $64.6 million and a pre-tax loss of $0.4 million (including $2.0 million of acquisition-related charges) associated with CapRock for the two-month period during the quarter following the date of acquisition.

     Major awards in the first quarter of fiscal 2011 in our Government Communications Systems segment included a contract, potentially worth $130 million, to supply antennas and control systems for NOAA’s GOES-R program; a contract, potentially worth $77 million, by the U.S. Army Materiel Command (“AMC”) to provide Information Technology (“IT”) infrastructure and follow-on operations and maintenance support for the relocation of AMC Headquarters building to Huntsville, Alabama; a follow-on contract, potentially worth $64 million, for the U.S. Air Force Network and Space Operations and Maintenance (“NSOM”) program; a follow-on production contract, potentially worth $55 million, to supply avionics systems for the U.S. Department of Defense F-35 Lightning II fighter aircraft; a follow-on contract, potentially worth $40 million, for the Department of State Consular Affairs Support Services (“CASS”) IT services program; and a contract, potentially worth $40 million, to produce telemetry modules supporting the U.S. Air Force Advanced Medium-Range Air-to-Air Missile (“AMRAAM”).

     Also during the first quarter of fiscal 2011, our Harris CapRock business was awarded four contracts, potentially worth a total of $43 million, to provide managed network services and more than 400 MHz of commercial satellite capacity to four separate U.S. Government agencies. The services provided will be used to support a range of missions, including airborne intelligence, surveillance and reconnaissance (“ISR”), tactical field-deployed communications and continuity of operations.

     Following the end of the first quarter of fiscal 2011, we were awarded a nine-year follow-on contract, potentially worth CAD 273 million, by the Government of Canada for the CF-18 Avionics Optimized Weapon System Support (“OWSS”) program. Under the contract, we will provide engineering services to support the avionics systems on the CF-18 Hornet fighter aircraft.

Broadcast Communications Segment

	Quarter Ended
	October 1,			October 2,			%
	2010			2009			Inc/(Dec)
	(Dollars in millions)
Revenue	$	121.6		$	118.7			2.4	%
Segment operating income (loss)		(8.6	)		0.3			*
% of revenue		(7.1	)%		0.3	%

* Not meaningful

19

     Broadcast Communications segment revenue in the first quarter of fiscal 2011 was $121.6 million compared with $118.7 million in the first quarter of fiscal 2010. This segment had an operating loss of $8.6 million in the first quarter of fiscal 2011 compared with operating income of $0.3 million in the first quarter of fiscal 2010. The first quarter of fiscal 2011 included a $1.0 million charge related to cost-reduction actions. We expect approximately $5 million of cost-reduction charges in total for this segment in fiscal 2011, although we can give no assurances concerning future cost-reduction charges.

     Broadcast Communications segment orders in the first quarter of fiscal 2011 were $135.5 million compared with $110.8 million in the fourth quarter of fiscal 2010 and $124.2 million in the first quarter of fiscal 2010. Orders in the first quarter of fiscal 2011 included an $8 million order from Nine Network Australia for a new playout center built with our technology, including servers, multiviewers, routers, digital asset management and automation solutions.

     While operating results continued to reflect market weakness in the traditional U.S. broadcast market and increased investment to address new media and international growth opportunities, the book-to-bill ratio of 1.1:1 and year-over-year orders and revenue growth are encouraging signs for our Broadcast Communications segment.

Unallocated Corporate Expense and Corporate Eliminations

	Quarter Ended
	October 1,		October 2,		%
	2010		2009		Inc/(Dec)
	(Dollars in millions)
Unallocated corporate expense	$	25.7	$	19.2		33.9	%
Corporate Eliminations		3.4		2.0		70.0	%

     Unallocated corporate expense increased 33.9 percent to $25.7 million in the first quarter of fiscal 2011 from $19.2 million in the first quarter of fiscal 2010, primarily due to investments made in pursuit of new growth opportunities and higher compensation and benefit plan expenses. As a percentage of revenue, unallocated corporate expense was 1.8 percent in the first quarter of fiscal 2011 compared with 1.6 percent in the first quarter of fiscal 2010. Corporate eliminations increased to $3.4 million in the first quarter of fiscal 2011 from $2.0 million in the first quarter of fiscal 2010 due to increased intersegment activity.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions)
Net cash provided by operating activities	$	294.9		$	134.5
Net cash used in investing activities		(569.4	)		(19.6	)
Net cash provided by (used in) financing activities		159.0			(165.3	)
Effect of exchange rate changes on cash and cash equivalents		1.7			0.3
Net decrease in cash and cash equivalents		(113.8	)		(50.1	)
Cash and cash equivalents, beginning of year		455.2			281.2
Cash and cash equivalents, end of quarter	$	341.4		$	231.1

     Cash and Cash Equivalents: Our cash and cash equivalents decreased $113.8 million to $341.4 million at the end of the first quarter of fiscal 2011 from $455.2 million at the end of fiscal 2010. The decrease was primarily due to $518.0 million of cash paid for acquired businesses, $55.5 million used to repurchase shares of our common stock, $37.1 million of property, plant and equipment additions and $32.2 million used to pay cash dividends, partially offset by $294.9 million of net cash provided by operating activities and $244.1 million of net proceeds from borrowings to partially fund our acquisition of CapRock.

     Our financial position remained strong at October 1, 2010. We ended the first quarter of fiscal 2011 with cash and cash equivalents of $341.4 million; we have no long-term debt maturing until fiscal 2016; we have a senior unsecured $750 million revolving credit facility that expires in September 2013 ($475.0 million of which was available to us as of October 1, 2010 as a result of $275.0 million of short-term debt outstanding under our commercial paper program, which was supported by such senior unsecured revolving credit facility); we have a senior unsecured $300 million 364-day revolving credit facility that expires on September 28, 2011 (all of which was available to us as of October 1, 2010); and we do not have any material defined benefit pension plan obligations.

20

     Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facilities, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity, although we can give no assurances concerning our future liquidity.

     We also currently believe that existing cash, funds generated from operations, our credit facilities and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures and repurchases under our share repurchase program for the next 12 months. We anticipate tax payments over the next three years to be approximately equal to our tax expense during the same period. We anticipate that our fiscal 2011 cash outlays may include additional strategic acquisitions. Other than those cash outlays noted in the “Commercial Commitments and Contractual Obligations” discussion below in this MD&A, capital expenditures, potential acquisitions and repurchases under our share repurchase program, no other significant cash outlays are anticipated during the remainder of fiscal 2011.

     There can be no assurance, however, that our business will continue to generate cash flow at current levels, that ongoing operational improvements will be achieved, or that the cost or availability of future borrowings, if any, under our commercial paper program or our credit facilities or in the debt markets will not be impacted by any potential future credit and capital markets disruptions. If we are unable to maintain cash balances or generate sufficient cash flow from operations to service our obligations, we may be required to sell assets, reduce capital expenditures, reduce or eliminate strategic acquisitions, reduce or terminate our share repurchase program, reduce or eliminate dividends, refinance all or a portion of our existing debt or obtain additional financing. Our ability to make principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the defense, government and broadcast communications markets and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

     Net cash provided by operating activities: Our net cash provided by operating activities was $294.9 million in the first quarter of fiscal 2011 compared with $134.5 million in the first quarter of fiscal 2010. All of our segments had positive cash flow in the first quarter of fiscal 2011, with significant contributions received from our RF Communications and Government Communications Systems segments. The increase in net cash provided by operating activities was primarily due to strong operating results in our RF Communications segment and good working capital management in our Government Communications Systems segment in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010.

     Net cash used in investing activities: Our net cash used in investing activities was $569.4 million in the first quarter of fiscal 2011 compared with $19.6 million in the first quarter of fiscal 2010. Net cash used in investing activities in the first quarter of fiscal 2011 consisted of $518.0 million of cash paid for our acquisition of CapRock, $37.1 million of property, plant and equipment additions, $10.0 million of cash paid for a cost-method investment and $4.3 million of capitalized software additions. Net cash used in investing activities in the first quarter of fiscal 2010 consisted of $18.6 million of property, plant and equipment additions and $2.0 million of capitalized software additions, partially offset by $1.0 million of cash adjustments related to acquired businesses. The increase in our capital expenditures in the first quarter of fiscal 2011 compared with the first quarter of fiscal 2010 was primarily due to the build-out of a newly acquired facility for our new Harris Cyber Integration Center and our recently acquired RF Communications manufacturing facility. Our total capital expenditures, including capitalized software, in fiscal 2011 are expected to be between $250 million and $275 million.

     Net cash provided by (used in) financing activities: Our net cash provided by financing activities was $159.0 million in the first quarter of fiscal 2011 compared with net cash used in financing activities of $165.3 million in the first quarter of fiscal 2010. Net cash provided by financing activities in the first quarter of fiscal 2011 primarily consisted of $244.1 million of net proceeds from borrowings to partially fund our acquisition of CapRock, partially offset by $55.5 million used to repurchase shares of our common stock and $32.2 million used to pay cash dividends. Net cash used in financing activities in the first quarter of fiscal 2010 primarily consisted of $81.1 million used for repayments of borrowings, $55.3 million used to repurchase shares of our common stock and $29.0 million used to pay cash dividends.

Common Stock Repurchases

     During the first quarter of fiscal 2011, we used $50.0 million to repurchase 1,173,900 shares of our common stock under our repurchase program at an average price per share of $42.59, including commissions. During the first quarter of fiscal 2010, we used $50.0 million to repurchase 1,443,072 shares of our common stock under our repurchase program at an average price per share of $34.64, including commissions. In the first quarter of fiscal 2011 and first quarter of fiscal 2010, $5.5 million and $5.3 million, respectively, in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares repurchased by us are cancelled and retired.

21

     As of October 1, 2010, we have a remaining authorization to repurchase approximately $400 million in shares of our common stock under our repurchase program, which does not have a stated expiration date. Repurchases under our repurchase program may be made through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. Share repurchases are expected to be funded with available cash. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, results of operations, future business prospects and other factors that our Board of Directors may deem relevant. The timing, volume and nature of share repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time.

     Additional information regarding share repurchases during the first quarter of fiscal 2011 and our repurchase program is set forth in this Report under Part II. Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds.”

Dividends

     On August 28, 2010, our Board of Directors increased the quarterly cash dividend rate on our common stock from $.22 per share to $.25 per share, for an annualized cash dividend rate of $1.00 per share, which was our ninth consecutive annual increase in our quarterly cash dividend rate. Our annualized cash dividend rate was $.88 per share in fiscal 2010. There can be no assurances that our annualized cash dividend rate will continue to increase. Quarterly cash dividends are typically paid in March, June, September and December. We currently expect that cash dividends will continue to be paid in the near future, but we can give no assurances concerning payment of future dividends. The declaration of dividends and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, results of operations, future business prospects and other factors that our Board of Directors may deem relevant.

Capital Structure and Resources

     364-Day Revolving Credit Agreement: As discussed in Note I — Credit Arrangements in the Notes, on September 29, 2010, we entered into the $300 million senior unsecured 364-Day Revolving Credit Agreement with a syndicate of lenders. The 364-Day Revolving Credit Agreement provides for the extension of credit to us in the form of revolving loans at any time and from time to time during the term of the 364-Day Revolving Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed $300 million. Borrowings under the 364-Day Revolving Credit Agreement will be denominated in U.S. Dollars. The 364-Day Revolving Credit Agreement may be used for working capital and other general corporate purposes (excluding hostile acquisitions) and may also be used to support any commercial paper that we may issue.

     At our election, borrowings under the 364-Day Revolving Credit Agreement will bear interest either at LIBOR plus an applicable margin or at the base rate plus an applicable margin. The interest rate margin over LIBOR, initially set at 1.75 percent, may increase (to a maximum amount of 2.25 percent) or decrease (to a minimum amount of 1.25 percent) based on changes in our Senior Debt Ratings. The base rate is a fluctuating rate equal to the highest of (i) the federal funds rate plus 0.50 percent, (ii) SunTrust Bank’s publicly announced prime lending rate for U.S. Dollars or (iii) LIBOR for an interest period of one month plus 1.00 percent. The interest rate margin over the base rate, initially set at 0.75 percent, may increase (to a maximum amount of 1.25 percent) or decrease (to a minimum amount of 0.25 percent) based on our Senior Debt Ratings.

     The 364-Day Revolving Credit Agreement contains certain customary covenants similar to the 2008 Credit Agreement discussed below. We were in compliance with the covenants in the 364-Day Revolving Credit Agreement in the first quarter of fiscal 2011. The 364-Day Revolving Credit Agreement contains certain events of default similar to the 2008 Credit Agreement discussed below. If an event of default occurs the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. All amounts borrowed or outstanding under the 364-Day Revolving Credit Agreement are due and mature on September 28, 2011, unless the commitments are terminated earlier either at our request or if certain events of default occur. At October 1, 2010, we had no borrowings outstanding under the 364-Day Revolving Credit Agreement.

     2008 Credit Agreement: On September 10, 2008, we entered into a five-year, senior unsecured revolving credit agreement (the “2008 Credit Agreement”) with a syndicate of lenders. The 2008 Credit Agreement provides for the extension of credit to us in the form of revolving loans, including swingline loans, and letters of credit at any time and from time to time during the term of the 2008 Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed $750 million for both revolving loans and letters of credit, with a sub-limit of $50 million for swingline loans and $125 million for letters of credit. The 2008 Credit Agreement includes a provision pursuant to which, from time to time, we may request that the lenders in their discretion increase the maximum amount of commitments under the 2008 Credit

22

Agreement by an amount not to exceed $500 million. Only consenting lenders (including new lenders reasonably acceptable to the administrative agent) will participate in any such increase. In no event will the maximum amount of credit extensions available under the 2008 Credit Agreement exceed $1.25 billion. The 2008 Credit Agreement may be used for working capital and other general corporate purposes (excluding hostile acquisitions) and to support any commercial paper that we may issue. Borrowings under the 2008 Credit Agreement may be denominated in U.S. Dollars, Euros, Sterling and any other currency acceptable to the administrative agent and the lenders, with a non-U.S. currency sub-limit of $150 million. We may designate certain wholly owned subsidiaries as borrowers under the 2008 Credit Agreement, and the obligations of any such subsidiary borrower must be guaranteed by Harris Corporation. We also may designate certain subsidiaries as unrestricted subsidiaries, which means certain of the covenants and representations in the 2008 Credit Agreement do not apply to such subsidiaries.

     At our election, borrowings under the 2008 Credit Agreement denominated in U.S. Dollars will bear interest either at LIBOR plus an applicable margin or at the base rate plus an applicable margin. The interest rate margin over LIBOR, initially set at 0.50 percent, may increase (to a maximum amount of 1.725 percent) or decrease (to a minimum of 0.385 percent) based on our Senior Debt Ratings and on the degree of utilization under the 2008 Credit Agreement (“Utilization”). The base rate is a fluctuating rate equal to the higher of the federal funds rate plus 0.50 percent or SunTrust Bank’s publicly announced prime lending rate for U.S. Dollars. The interest rate margin over the base rate is 0.00 percent, but if our Senior Debt Ratings fall to “BB+/Ba1” or below, then the interest rate margin over the base rate will increase to either 0.225 percent or 0.725 percent based on Utilization. Borrowings under the 2008 Credit Agreement denominated in a currency other than U.S. Dollars will bear interest at LIBOR plus the applicable interest rate margin over LIBOR described above. Letter of credit fees are also determined based on our Senior Debt Ratings and Utilization.

     The 2008 Credit Agreement contains certain customary covenants, including covenants limiting: certain liens on our assets; certain mergers, consolidations or sales of assets; certain sale and leaseback transactions; certain vendor financing investments; and certain investments in unrestricted subsidiaries. The 2008 Credit Agreement also requires that we not permit our ratio of consolidated total indebtedness to total capital, each as defined, to be greater than 0.60:1.00 and not permit our ratio of consolidated EBITDA to consolidated net interest expense, each as defined, to be less than 3.00:1.00 (measured on the last day of each fiscal quarter for the rolling four-quarter period then ending). We were in compliance with the covenants in the 2008 Credit Agreement in the first quarter of fiscal 2011. The 2008 Credit Agreement contains certain events of default, including: failure to make payments; failure to perform or observe terms, covenants and agreements; material inaccuracy of any representation or warranty; payment default under other indebtedness with a principal amount in excess of $75 million, other default under such other indebtedness that permits acceleration of such indebtedness, or acceleration of such other indebtedness; occurrence of one or more final judgments or orders for the payment of money in excess of $75 million that remain unsatisfied; incurrence of certain ERISA liability in excess of $75 million; any bankruptcy or insolvency; or a change of control, including if a person or group becomes the beneficial owner of 25 percent or more of our voting stock. If an event of default occurs the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. All amounts borrowed or outstanding under the 2008 Credit Agreement are due and mature on September 10, 2013, unless the commitments are terminated earlier either at our request or if certain events of default occur. At October 1, 2010, we had no borrowings outstanding under the 2008 Credit Agreement, but we had $275.0 million of short-term debt outstanding under our commercial paper program, which was supported by the 2008 Credit Agreement.

     Long-Term Debt: On June 9, 2009, we completed the issuance of $350 million in aggregate principal amount of 6.375% Notes due June 15, 2019. Interest on the notes is payable on June 15 and December 15 of each year. We may redeem the notes at any time in whole or, from time to time, in part at the “make-whole” redemption price. The “make-whole” redemption price is equal to the greater of 100 percent of the principal amount of the notes being redeemed or the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the notes being redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined, plus 37.5 basis points. In each case, we will pay accrued interest on the principal amount of the notes being redeemed to the redemption date. In addition, upon a change of control combined with a below-investment-grade rating event, we may be required to make an offer to repurchase the notes at a price equal to 101 percent of the aggregate principal amount of the notes repurchased, plus accrued interest on the notes repurchased to the date of repurchase. We incurred $4.1 million in debt issuance costs and discounts related to the issuance of the notes, which are being amortized on a straight-line basis over the life of the notes, which approximates the effective interest rate method, and are reflected as a portion of interest expense in the accompanying Condensed Consolidated Statement of Income (Unaudited).

     On December 5, 2007, we completed the issuance of $400 million in aggregate principal amount of 5.95% Notes due December 1, 2017. Interest on the notes is payable on June 1 and December 1 of each year. We may redeem the notes at any time in whole or, from

23

time to time, in part at the “make-whole” redemption price. The “make-whole” redemption price is equal to the greater of 100 percent of the principal amount of the notes being redeemed or the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the notes being redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined, plus 30 basis points. In each case, we will pay accrued interest on the principal amount of the notes being redeemed to the redemption date. In addition, upon a change of control combined with a below-investment-grade rating event, we may be required to make an offer to repurchase the notes at a price equal to 101 percent of the aggregate principal amount of the notes repurchased, plus accrued interest on the notes repurchased to the date of repurchase. In conjunction with the issuance of the notes, we entered into treasury lock agreements to protect against fluctuations in forecasted interest payments resulting from the issuance of ten-year, fixed-rate debt due to changes in the benchmark U.S. Treasury rate. These agreements were determined to be highly effective in offsetting changes in forecasted interest payments as a result of changes in the benchmark U.S. Treasury rate. Upon termination of these agreements on December 6, 2007, we recorded a loss of $5.5 million, net of income tax, in shareholders’ equity as a component of accumulated other comprehensive income. This loss, along with $5.0 million in debt issuance costs, is being amortized on a straight-line basis over the life of the notes, which approximates the effective interest rate method, and is reflected as a portion of interest expense in the accompanying Condensed Consolidated Statement of Income (Unaudited).

     On September 20, 2005, we completed the issuance of $300 million in aggregate principal amount of 5% Notes due October 1, 2015. Interest on the notes is payable on April 1 and October 1 of each year. We may redeem the notes in whole, or in part, at any time at the
“make-whole” redemption price. The “make-whole” redemption price is equal to the greater of 100 percent of the principal amount of the notes being redeemed or the sum of the present values of the remaining scheduled payments of the principal and interest (other than interest accruing to the date of redemption) on the notes being redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, as defined, plus 15 basis points. In each case, we will pay accrued interest on the principal amount of the notes being redeemed to the redemption date. We incurred $4.1 million in debt issuance costs and discounts related to the issuance of the notes, which are being amortized on a straight-line basis over a ten-year period and reflected as a portion of interest expense in the accompanying Condensed Consolidated Statement of Income (Unaudited).

     In February 1998, we completed the issuance of $150 million in aggregate principal amount of 6.35% Debentures due February 1, 2028. On December 5, 2007, we repurchased and retired $25.0 million in aggregate principal amount of the debentures. On February 1, 2008, we redeemed $99.2 million in aggregate principal amount of the debentures pursuant to the procedures for redemption at the option of the holders of the debentures. We may redeem the remaining $25.8 million in aggregate principal amount of the debentures in whole, or in part, at any time at a pre-determined redemption price.

     In January 1996, we completed the issuance of $100 million in aggregate principal amount of 7% Debentures due January 15, 2026. The debentures are not redeemable prior to maturity.

     Other: We have an automatically effective, universal shelf registration statement, filed with the SEC on June 3, 2009, related to the potential future issuance of an indeterminate amount of securities, including debt securities, preferred stock, common stock, fractional interests in preferred stock represented by depositary shares and warrants to purchase debt securities, preferred stock or common stock.

     We expect to maintain operating ratios, fixed-charge coverage ratios and balance sheet ratios sufficient for retention of, or improvement to, our current debt ratings. There are no assurances that our debt ratings will not be reduced in the future. If our debt ratings are lowered below “investment grade,” then we may not be able to issue short-term commercial paper, but may instead need to borrow under our credit facilities or pursue other options. In addition, if our debt ratings are lowered below “investment grade,” then we may also be required to provide cash collateral to support outstanding performance bonds. For a discussion of such performance bonds, see the “Commercial Commitments” discussion in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2010
Form 10-K. We do not currently foresee losing our investment-grade debt ratings, but no assurances can be given. If our debt ratings were downgraded, however, it could adversely impact, among other things, our future borrowing costs and access to capital markets and our ability to receive certain types of contract awards.

Off-Balance Sheet Arrangements

     In accordance with the definition under SEC rules, any of the following qualify as off-balance sheet arrangements:

• Any obligation under certain guarantee contracts;

• A retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that

24

	serves as credit, liquidity or market risk support to that entity for such assets;
•	Any obligation, including a contingent obligation, under certain derivative instruments; and
•	Any obligation, including a contingent obligation, under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.

     Currently we are not participating in transactions that generate relationships with unconsolidated entities or financial partnerships, including variable interest entities, and we do not have any material retained or contingent interest in assets as defined above. As of October 1, 2010, we did not have material financial guarantees or other contractual commitments that are reasonably likely to adversely affect our results of operations, financial condition or cash flows. In addition, we are not currently a party to any related party transactions that materially affect our results of operations, financial condition or cash flows.

     We have, from time to time, divested certain of our businesses and assets. In connection with these divestitures, we often provide representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as environmental liabilities and tax liabilities. We cannot estimate the potential liability from such representations, warranties and indemnities because they relate to unknown conditions. We do not believe, however, that the liabilities relating to these representations, warranties and indemnities will have a material adverse effect on our results of operations, financial condition or cash flows.

     Due to our downsizing of certain operations pursuant to acquisitions, restructuring plans or otherwise, certain properties leased by us have been sublet to third parties. In the event any of these third parties vacates any of these premises, we would be legally obligated under master lease arrangements. We believe that the financial risk of default by such sublessees is individually and in the aggregate not material to our results of operations, financial condition or cash flows.

Commercial Commitments and Contractual Obligations

     The amounts disclosed in our Fiscal 2010 Form 10-K include our commercial commitments and contractual obligations. During the quarter ended October 1, 2010, other than additional operating lease commitments of approximately $137 million associated with our acquisition of CapRock, primarily with respect to satellite bandwidth, no material changes occurred in our contractual cash obligations to repay debt, to purchase goods and services and to make payments under operating leases or our commercial commitments and contingent liabilities on outstanding surety bonds, letters of credit, guarantees and other arrangements as disclosed in our Fiscal 2010 Form 10-K.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in Note 1: “Significant Accounting Policies” in our Notes to Consolidated Financial Statements included in our Fiscal 2010 Form 10-K. Critical accounting policies and estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies and estimates for us include: (i) revenue recognition on development and production contracts and contract estimates, (ii) provisions for excess and obsolete inventory losses, (iii) impairment testing of goodwill and other intangible assets, and (iv) income taxes and tax valuation allowances. For additional discussion of our critical accounting policies and estimates, see the “Critical Accounting Policies and Estimates” discussion in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2010 Form 10-K.

Impact of Recently Issued Accounting Standards

     Accounting standards issued but not effective for us until after October 1, 2010 are not expected to have a material impact on our financial position, results of operations or cash flows.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

     This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, services or developments; future economic conditions, performance or outlook; the outcome of contingencies; the potential level of share repurchases; the value of our contract awards and programs; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect,

25

project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of the filing of this Report and are not guarantees of future performance or actual results. Forward-looking statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections:

• We depend on U.S. Government customers for a significant portion of our revenue, and the loss of this relationship or a shift in U.S. Government funding priorities could have adverse consequences on our future business.

• We depend significantly on our U.S. Government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund one or more of these contracts could have an adverse impact on our business.

• We enter into fixed-price contracts that could subject us to losses in the event of cost overruns or a significant increase in inflation.

• We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally, including fluctuations in currency exchange rates.

• Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.

• We may not be successful in obtaining the necessary export licenses to conduct certain operations abroad, and Congress may prevent proposed sales to certain foreign governments.

• Our future success will depend on our ability to develop new products and technologies that achieve market acceptance in our current and future markets.

• We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to estimate growth in our markets and, as a result, future income and expenditures.

• We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in which we operate, our ability to insure against risks, our operations or our profitability.

• We have made, and may continue to make, strategic acquisitions that involve significant risks and uncertainties.

• Disputes with our subcontractors and the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products to be produced in an untimely or unsatisfactory manner.

• Third parties have claimed in the past and may claim in the future that we are infringing directly or indirectly upon their intellectual property rights, and third parties may infringe upon our intellectual property rights.

• The outcome of litigation or arbitration in which we are involved is unpredictable and an adverse decision in any such matter could have a material adverse effect on our financial condition and results of operations.

• We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.

• Changes in our effective tax rate may have an adverse effect on our results of operations.

• The effects of the recent recession in the United States and general downturn in the global economy could have an adverse impact on our business, operating results or financial condition.

• We have significant operations in Florida and other locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.

• We could be negatively impacted by a security breach, through cyber attack, cyber intrusion or otherwise, or other significant disruption of our IT networks and related systems or of those we operate for certain of our customers.

• We rely on third parties to provide satellite bandwidth for our managed satellite communications services, and any bandwidth constraints could harm our business, financial condition and results of operations.

• Changes in future business conditions could cause business investments and/or recorded goodwill to become impaired, resulting in substantial losses and write-downs that would reduce our results of operations.

• We must attract and retain key employees, and failure to do so could seriously harm us.

     Additional details and discussions concerning some of the factors that could affect our forward-looking statements or future results are set forth in our Fiscal 2010 Form 10-K under Item 1A. “Risk Factors.” The foregoing list of factors and the factors set forth in Item 1A. “Risk Factors” included in our Fiscal 2010 Form 10-K and in Part II. Item 1A. “Risk Factors” in this Report are not exhaustive. Additional risks and uncertainties not known to us or that we currently believe not to be material also may adversely impact our business, results of operations, financial position and cash flows. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, results of operations, financial position and cash flows. The forward-looking statements contained in this Report are made as of the date hereof and we disclaim any intention or obligation, other than imposed by law, to update or revise any

26

forward-looking statements or to update the reasons actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise. For further information concerning risk factors, see Part II. Item 1A. “Risk Factors” in this Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

     In the normal course of doing business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest rates. We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks.

     Foreign Exchange and Currency: We use foreign currency forward contracts and options to hedge both balance sheet and off-balance sheet future foreign currency commitments. Factors that could impact the effectiveness of our hedging programs for foreign currency include accuracy of sales estimates, volatility of currency markets and the cost and availability of hedging instruments. A 10 percent adverse change in currency exchange rates for our foreign currency derivatives held at October 1, 2010 would not have had a material impact on the fair value of such instruments. This quantification of exposure to the market risk associated with foreign currency financial instruments does not take into account the offsetting impact of changes in the fair value of our foreign denominated assets, liabilities and firm commitments. See Note
M — Derivative Instruments and Hedging Activities in the Notes for additional information.

     Interest Rates: As of October 1, 2010, we had long-term debt obligations and short-term debt under our commercial paper program subject to interest rate risk. Because the interest rates on our long-term debt obligations are fixed, and because our long-term debt is not putable (redeemable at the option of the holders of the debt prior to maturity), the interest rate risk associated with this debt on our results of operations is not material. We have a short-term variable-rate commercial paper program in place, which we may utilize to satisfy short-term cash requirements. We can give no assurances that interest rates will not change significantly or have a material effect on our income or cash flows over the next twelve months.

Item 4. Controls and Procedures.

     (a) Evaluation of disclosure controls and procedures: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15 under the Exchange Act, as of the end of the fiscal quarter ended October 1, 2010, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon this work and other evaluation procedures, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of the end of the fiscal quarter ended October 1, 2010 our disclosure controls and procedures were effective.

     (b) Changes in internal control: We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and adding additional monitoring controls. In addition, when we acquire new businesses, we incorporate our controls and procedures into the acquired business as part of our integration activities. There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended October 1, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

27

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

     Harris Stratex Networks, Inc. (now known as Aviat Networks, Inc.) (“HSTX”) and certain of its current and former officers and directors, including certain current Harris officers, were named as defendants in a federal securities class action complaint filed on September 15, 2008 in the United States District Court for the District of Delaware by plaintiff Norfolk County Retirement System on behalf of an alleged class of purchasers of HSTX securities from January 29, 2007 to July 30, 2008, including shareholders of Stratex Networks, Inc. (“Stratex”) who exchanged shares of Stratex for shares of HSTX as part of the combination between Stratex and our former Microwave Communications Division to form HSTX. Similar complaints were filed in the United States District Court for the District of Delaware on October 6, 2008 and October 30, 2008. The complaints were consolidated in a slightly expanded complaint filed on July 29, 2009 that, among other things, added Harris Corporation as a defendant. This action relates to public disclosures made by HSTX on January 30, 2007 and July 30, 2008, which included the restatement of HSTX’s financial statements for the first three fiscal quarters of its fiscal 2008 (the quarters ended March 28, 2008, December 28, 2007 and September 28, 2007) and for its fiscal years ended June 29, 2007, June 30, 2006 and July 1, 2005 due to accounting errors. The consolidated complaint alleged violations of Section 10(b) and Section 20(a) of the Exchange Act and of Rule 10b-5 promulgated thereunder, as well as violations of Section 11 and Section 15 of the Securities Act, and sought, among other relief, determinations that the action is a proper class action, unspecified compensatory damages and reasonable attorneys’ fees and costs. We believe that the defendants have meritorious defenses to these actions and the defendants intend to defend the litigation vigorously.

Item 1A. Risk Factors.

     Investors should carefully review and consider the information regarding certain factors which could materially affect our business, results of operations, financial condition and cash flows and set forth under Item 1A. “Risk Factors” in our Fiscal 2010 Form 10-K. We do not believe that there have been any material changes to the risk factors previously disclosed in our Fiscal 2010 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

     During the first quarter of fiscal 2011, we repurchased 1,173,900 shares of our common stock under our repurchase program at an average price per share of $42.57, excluding commissions. During the first quarter of fiscal 2010, we repurchased 1,443,072 shares of our common stock under our repurchase program at an average price per share of $34.62, excluding commissions. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, results of operations, future business prospects and other factors that our Board of Directors may deem relevant. The timing, volume and nature of share repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Shares repurchased by us are cancelled and retired.

28

     The following table sets forth information with respect to repurchases by us of our common stock during the fiscal quarter ended October 1, 2010:

							Maximum approximate
							dollar value of
							shares that
					Total number of shares		may yet be
					purchased as part of		purchased under
	Total number of		Average price paid		publicly announced		the plans or
Period*	shares purchased		per share		plans or programs (1)		programs (1)
Month No. 1
(July 3, 2010-July 30, 2010)
Repurchase Programs (1)	None			n/a	None		$	450,522,775
Employee Transactions (2)		4,937	$	42.85		n/a		n/a
Month No. 2
(July 31, 2010-August 27, 2010)
Repurchase Programs (1)		706,400	$	42.44		706,400	$	420,539,922
Employee Transactions (2)		110,508	$	42.81		n/a		n/a
Month No. 3
(August 28, 2010-October 1, 2010)
Repurchase Programs (1)		467,500	$	42.76		467,500	$	400,549,402
Employee Transactions (2)		54,361	$	43.71		n/a		n/a
Total		1,343,706	$	42.64		1,173,900	$	400,549,402

*	Periods represent our fiscal months.
(1)	On March 2, 2009, we announced that on February 27, 2009, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $600 million in shares of our stock through open-market transactions, private transactions, transactions structured through investment banking institutions or any combination thereof. Our repurchase program does not have a stated expiration date. The approximate dollar amount of our stock that may yet be purchased under our repurchase program as of October 1, 2010 was $400,549,402 (as reflected in the table above). Our repurchase program has resulted, and is expected to continue to result, in repurchases in excess of offsetting the dilutive effect of shares issued under our share-based incentive plans. However, the level of our repurchases depends on a number of factors, including our financial condition, capital requirements, results of operations, future business prospects and other factors that our Board of Directors may deem relevant. As a matter of policy, we do not repurchase shares during the period beginning on the 15th day of the third month of a fiscal quarter and ending two days following the public release of earnings and financial results for such fiscal quarter.
(2)	Represents a combination of (a) shares of our common stock delivered to us in satisfaction of the exercise price and/or tax withholding obligation by holders of employee stock options who exercised stock options, (b) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance shares or restricted shares which vested during the quarter, (c) performance or restricted shares returned to us upon retirement or employment termination of employees or (d) shares of our common stock purchased by, or sold to us by, the Harris Corporation Master Rabbi Trust, with the trustee thereof acting at our direction, to fund obligations of the Rabbi Trust under our deferred compensation plans. Our equity incentive plans provide that the value of shares delivered to us to pay the exercise price of options or to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.

Sales of Unregistered Securities

     During the first quarter of fiscal 2011, we did not issue or sell any unregistered equity securities.

Item 3. Defaults Upon Senior Securities.

     Not Applicable.

Item 4. (Removed and Reserved).

29

Item 5. Other Information.

     Not Applicable.

Item 6. Exhibits.

     The following exhibits are filed herewith or incorporated by reference to exhibits previously filed with the SEC:

(3)	(a) Restated Certificate of Incorporation of Harris Corporation (1995), as amended, incorporated herein by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2008. (Commission File Number 1-3863)
	(b) By-Laws of Harris Corporation, as amended and restated effective October 24, 2008, incorporated herein by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2008. (Commission File Number 1-3863)
(10)	*(a) Harris Corporation Annual Incentive Plan (Effective as of July 3, 2010), incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2010. (Commission File Number 1-3863)
	*(b) Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010), incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2010. (Commission File Number 1-3863)
	*(c) Form of Stock Option Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(d) Form of Performance Share Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(e) Form of Performance Share Unit Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(f) Form of Restricted Stock Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(g) Form of Restricted Stock Unit Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(h) Amendment Number Eleven to the Harris Corporation Retirement Plan, dated September 2, 2010 and effective as of October 1, 2010.
	*(i) Amendment Number Twelve to the Harris Corporation Retirement Plan, dated October 27, 2010 and effective as of August 28, 2010.
	*(j) Amendment No. 4 to Harris Corporation Supplemental Executive Retirement Plan, dated October 27, 2010 and effective as of August 28, 2010.
	*(k) Amendment Number Three to the Harris Corporation 2005 Supplemental Executive Retirement Plan, dated October 27, 2010 and effective as of August 28, 2010.
	*(l) Amendment Number Two to the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (Amended and Restated Effective January 1, 2006), dated October 27, 2010 and effective as of August 28, 2010.
	*(m) Amendment Number One to the Harris Corporation 2005 Directors’ Deferred Compensation Plan (As Amended and Restated Effective January 1, 2009), dated October 27, 2010 and effective as of August 28, 2010.
	*(n) Fourth Amendment to the Harris Corporation Master Rabbi Trust Agreement, dated October 27, 2010 and effective as of August 28, 2010.
	*(o) Form of Executive Change in Control Severance Agreement, effective as of, and for use after, April 22, 2010.
	*(p) Form of Director and Executive Officer Indemnification Agreement, effective as of, and for use after, August 28, 2010.

30

	(q) 364-Day Revolving Credit Agreement, dated as of September 29, 2010, by and among the Company and the other parties thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2010. (Commission File Number 1-3863)
(12)	Computation of Ratio of Earnings to Fixed Charges.
(15)	Letter Regarding Unaudited Interim Financial Information.
(31.1)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
(31.2)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
(32.1)	Section 1350 Certification of Chief Executive Officer.
(32.2)	Section 1350 Certification of Chief Financial Officer.
(101. INS)	**XBRL Instance Document.
(101. SCH)	**XBRL Taxonomy Extension Schema Document.
(101. CAL)	**XBRL Taxonomy Extension Calculation Linkbase Document.
(101. LAB)	**XBRL Taxonomy Extension Label Linkbase Document.
(101. PRE)	**XBRL Taxonomy Extension Presentation Linkbase Document.
(101. DEF)	**XBRL Taxonomy Extension Definition Linkbase Document.

*	Management contract or compensatory plan or arrangement.
**	Furnished herewith (not filed).

31

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HARRIS CORPORATION (Registrant)
Date: October 28, 2010	By:	/s/ Gary L. McArthur
		Gary L. McArthur
		Senior Vice President and Chief Financial Officer (principal financial officer and duly authorized officer)

32

EXHIBIT INDEX

Exhibit No.
Under Reg. S-K,
Item 601	Description
(3)	(a) Restated Certificate of Incorporation of Harris Corporation (1995), as amended, incorporated herein by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2008. (Commission File Number 1-3863)
	(b) By-Laws of Harris Corporation, as amended and restated effective October 24, 2008, incorporated herein by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2008. (Commission File Number 1-3863)
(10)	*(a) Harris Corporation Annual Incentive Plan (Effective as of July 3, 2010), incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2010. (Commission File Number 1-3863)
	*(b) Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010), incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on September 2, 2010. (Commission File Number 1-3863)
	*(c) Form of Stock Option Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(d) Form of Performance Share Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(e) Form of Performance Share Unit Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(f) Form of Restricted Stock Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(g) Form of Restricted Stock Unit Award Agreement Terms and Conditions (as of July 3, 2010) for grants under the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010).
	*(h) Amendment Number Eleven to the Harris Corporation Retirement Plan, dated September 2, 2010 and effective as of October 1, 2010.
	*(i) Amendment Number Twelve to the Harris Corporation Retirement Plan, dated October 27, 2010 and effective as of August 28, 2010.
	*(j) Amendment No. 4 to Harris Corporation Supplemental Executive Retirement Plan, dated October 27, 2010 and effective as of August 28, 2010.
	*(k) Amendment Number Three to the Harris Corporation 2005 Supplemental Executive Retirement Plan, dated October 27, 2010 and effective as of August 28, 2010.
	*(l) Amendment Number Two to the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (Amended and Restated Effective January 1, 2006), dated October 27, 2010 and effective as of August 28, 2010.
	*(m) Amendment Number One to the Harris Corporation 2005 Directors’ Deferred Compensation Plan (As Amended and Restated Effective January 1, 2009), dated October 27, 2010 and effective as of August 28, 2010.
	*(n) Fourth Amendment to the Harris Corporation Master Rabbi Trust Agreement, dated October 27, 2010 and effective as of August 28, 2010.
	*(o) Form of Executive Change in Control Severance Agreement, effective as of, and for use after, April 22, 2010.
	*(p) Form of Director and Executive Officer Indemnification Agreement, effective as of, and for use after, August 28, 2010.

Exhibit No.
Under Reg. S-K,
Item 601	Description
	(q) 364-Day Revolving Credit Agreement, dated as of September 29, 2010, by and among the Company and the other parties thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2010. (Commission File Number 1-3863)
(12)	Computation of Ratio of Earnings to Fixed Charges.
(15)	Letter Regarding Unaudited Interim Financial Information.
(31.1)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
(31.2)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
(32.1)	Section 1350 Certification of Chief Executive Officer.
(32.2)	Section 1350 Certification of Chief Financial Officer.
(101. INS)	**XBRL Instance Document.
(101. SCH)	**XBRL Taxonomy Extension Schema Document.
(101. CAL)	**XBRL Taxonomy Extension Calculation Linkbase Document.
(101. LAB)	**XBRL Taxonomy Extension Label Linkbase Document.
(101. PRE)	**XBRL Taxonomy Extension Presentation Linkbase Document.
(101. DEF)	**XBRL Taxonomy Extension Definition Linkbase Document.

*	Management contract or compensatory plan or arrangement.
**	Furnished herewith (not filed).

EX-10.C

Exhibit 10(c)

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JULY 3, 2010)

     1. Stock Option — Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010, and as may be further 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 in 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, the Option may, if the retirement occurs after the Employee has reached age 62 and has ten or more years of full-time service with the Corporation, unless the first sentence of Section 2(b) becomes applicable, be exercised by the Employee until the Expiration Date and shall continue to vest and become exercisable after such retirement according to the schedule set forth in Section 1(d).

          (e) Involuntary or Voluntary Termination. In the event of termination of employment of the Employee by the Corporation other than for Misconduct, the Option may be exercised by the Employee but only until the earlier of (i) the date that is ninety (90) days following such termination of employment or (ii) the Expiration Date, and only to the extent that the Option was vested and exercisable at the date of such termination of employment. In the event of termination of employment of the Employee by the Corporation for deliberate, willful or gross misconduct (“Misconduct”), as determined by the Corporation, the Option shall immediately terminate and shall not be exercisable. In the event of termination of employment of the Employee by the Employee other than as a result of death, permanent disability or retirement (in a circumstance in which Section 2(d) applies), the Option may be exercised by the Employee but only until the earlier of (i) the date that is thirty (30) days following such termination of employment or (ii) the Expiration Date, and only to the extent that the Option was vested and exercisable at the date of such termination of employment.

2

     3. Exercise of Option. The Option may be exercised by delivering to the Corporation at the office of the Corporate Secretary (i) a written notice, signed by the person entitled to exercise the Option, stating the designated number of shares such person then elects to purchase; provided, however, that in the discretion of the Corporation, notice sent through an approved electronic means may be substituted for a signed, written notice, (ii) payment in an amount equal to the full exercise price for the shares to be purchased, and (iii) in the event the Option is exercised by any person other than the Employee, such as the Employee’s Beneficiary, evidence satisfactory to the Corporation that such person has the right to exercise the Option. Payment of the exercise price shall be made (a) in cash, (b) in previously acquired shares of Common Stock of the Corporation, or (c) in any combination of cash and such shares. Shares tendered in payment of the exercise price which have been acquired through an exercise of a stock option must have been held at least six months prior to exercise of the Option and shall be valued at the Fair Market Value. Upon the exercise of the Option, the Corporation shall cause the shares in respect of which the Option shall have been so exercised to be issued and delivered by crediting such shares to a book-entry account for the benefit of the Employee or the Employee’s Beneficiary maintained by the Corporation’s stock transfer agent or its designee. The Employee does not have any rights as a shareholder in respect of any shares as to which the Option shall not have been duly exercised and no rights as a shareholder shall exist prior to the proper exercise of such Option.

     4. Prohibition Against Transfer; Designation of Beneficiary. The Option and rights granted by the Corporation 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 Option may not be so transferred to family members or trusts except as permitted by applicable law or regulations. The Employee may designate a beneficiary or beneficiaries (the “Employee’s Beneficiary”) to exercise any rights or receive any benefits under Section 2(b) following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Corporation for such purpose, which completed form must be received by the office of the Corporate Secretary prior to the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s Beneficiary. Without limiting the generality of the foregoing, except as aforesaid, the Option may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

     5. Employment by Corporation, Subsidiary or Successor; Termination or Cessation of Employment. For the purpose of these Terms and Conditions and the Agreement, (a) employment by the Corporation, any Subsidiary of or a successor to the Corporation shall be considered employment by the Corporation, and (b) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Corporation), and shall not include any notice period, or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked.

     6. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor to the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate

3

the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part.

     7. Securities Law Requirement. The Corporation shall not be required to issue shares upon exercise of the Option unless and until: (a) such shares have been duly listed upon each stock exchange on which the Corporation’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such shares is then effective.

     8. Non-Solicitation. In consideration of the grant of the Option to the Employee under these Terms and Conditions, the Employee agrees, by the acceptance of the Option, that for a period of twelve (12) months immediately following the date of termination of employment of the Employee, the Employee shall not directly or indirectly recruit or solicit for hire or hire, or assist in any manner in the recruitment, solicitation for hire or hiring of any employee or officer of the Corporation or its Subsidiaries, or in any way induce any such employee or officer to terminate his or her employment with the Corporation or its Subsidiaries.

     9. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

     10. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

4

EX-10.D

Exhibit 10(d)

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JULY 3, 2010)

     1. Performance Share Award — Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010, and as may be further 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 administratively 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 (however designated) 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

1

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 the first day of the first fiscal year of the Performance Period (such commencement date is referred to as the “Start Date”), 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 prior provisions of this Section 1(c), and the remaining Performance Shares subject to the Award shall be automatically forfeited. Such forfeited portion shall be measured by a fraction, of which the numerator is the number of days between the first day of the first fiscal year of the Performance Period and the Start Date, and the denominator is the number of days of the Performance Period. 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).

          (d) Rights During Performance Period; Dividend Equivalents.

               (i) During the Performance Period, the Employee may exercise full voting rights with respect to all Performance Shares subject to the Award but shall not have any other rights as a shareholder with respect to such Performance Shares.

               (ii) If, at any time during the Performance Period, the Corporation pays a dividend or makes other distributions on the Common Stock, then on or about the date the Performance Shares are released pursuant to Section 1(b), the Corporation shall pay to the Employee the dividends or other distributions paid or payable during the Performance Period on the number of Performance Shares that are actually earned. No such dividends or other distributions will be paid in respect of Performance Shares that are forfeited or cancelled. No interest shall be paid on any such dividends or distributions. 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.

               (iii) 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

2

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 in 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 (as determined by the Corporation), (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 days of the Performance Period during which the Employee’s employment continued, and the denominator is the number of days of the Performance Period. 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 Performance Shares determined by the Board of Directors or the Board Committee or its designee based upon such factors as the Board of Directors or the Board Committee or its designee, as the case may be, in its sole discretion may deem appropriate.

     4. Prohibition Against Transfer. Until the expiration of the Performance Period and payout of the Award pursuant to Section 1(b), the Award and the Performance Shares 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 Performance Shares subject to the Award may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Performance Period and payout of the Award pursuant to Section 1(b), the Award and such shares may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

3

     5. Change in Control. (a) Upon a Change in Control of the Corporation as defined in Section 11.1 of the Plan, the performance objectives shall be conclusively deemed to have been attained immediately upon the occurrence of such Change in Control. The Performance Shares subject to the Award shall be released without restriction on transfer to the Employee at the end of the Performance Period; provided, however, that, following such Change in Control but prior to the end of the Performance Period: (i) in the event of the Employee’s death, termination due to permanent disability, retirement after age 55 with ten or more years of full-time service, or involuntary termination other than for Cause, the Performance Shares subject to the Award shall be vested immediately and released without restriction on transfer as soon as administratively practicable; (ii) in the event of the Employee’s resignation or termination for Cause, the Performance Shares subject to the Award shall be forfeited; and (iii) in the event of a “change in the Corporation’s capital structure,” the Performance Shares subject to the Award shall be vested immediately and, at the election of the Employee, released without restriction on transfer or shall be converted and paid in cash. The amount of the cash payment made under this Section 5 will be an amount equal to the number of Performance Shares subject to the Award multiplied by the highest price per share paid in any transaction reported on the New York Stock Exchange Composite Index: (A) during the sixty (60) day period preceding and including the date of a “change in the Corporation’s capital structure;” or (B) during the sixty (60) day period preceding and including the date of the Change in Control. An Award in Performance Shares or cash shall be paid as soon as administratively practicable following a “change in the Corporation’s capital structure,” but no later than the end of the calendar year in which the change in the Corporation’s capital structure occurs.

          (b) For purposes hereof, a “change in the Corporation’s capital structure” shall be deemed to have occurred if:

               (i) the Common Stock is no longer the only class of the Corporation’s common stock;

               (ii) the Common Stock ceases to be, or is not readily, tradable on an established securities market (in the United States) within the meaning of Section 409 (l)(1) of the Internal Revenue Code of 1986, as amended;

               (iii) the Corporation issues warrants, convertible debt, or any other security that is exercisable or convertible into Common Stock, except for rights granted under the Plan; or

               (iv) the ratio of total debt to total capitalization exceeds 45 percent. Total debt is the total debt for borrowed money. Total capitalization is consolidated total assets of the Corporation less consolidated total liabilities of the Corporation.

          (c) “Cause” shall mean (i) a material breach by the Employee of the duties and responsibilities of the Employee (other than as a result of incapacity due to physical or mental illness) which is (A) demonstrably willful, continued and deliberate on the Employee’s part, (B) committed in bad faith or without reasonable belief that such breach is in the best interests of the Corporation and (C) not remedied within fifteen (15) days after receipt of written notice from the Corporation which specifically identifies the manner in which such breach has

4

occurred or (ii) the Employee’s conviction of, or plea of nolo contendere to, a felony involving willful misconduct which is materially and demonstrably injurious to the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) or (ii) has occurred and specifying the particulars thereof in detail. The Corporation must notify the Employee of any event constituting Cause within ninety (90) days following the Corporation’s knowledge of its existence or such event shall not constitute Cause under these Terms and Conditions.

     6. Non-Solicitation. In consideration of the grant of the Award to the Employee under these Terms and Conditions, the Employee agrees, by the acceptance of the Award, that for a period of twelve (12) months immediately following the date of termination of employment of the Employee, the Employee shall not directly or indirectly recruit or solicit for hire or hire, or assist in any manner in the recruitment, solicitation for hire or hiring of any employee or officer of the Corporation or its Subsidiaries, or in any way induce any such employee or officer to terminate his or her employment with the Corporation or its Subsidiaries.

     7. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For the purposes of these Terms and Conditions and the Agreement, (a) employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation, and (b) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Corporation), and shall not include any notice period, or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986, as amended), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Corporation.

     8. Securities Law Requirements. The Corporation shall not be required to issue shares pursuant to the Award, to the extent required, unless and until (a) such shares have been duly listed upon each stock exchange on which the Corporation’s Common Stock is then

5

registered; and (b) a registration statement under the Securities Act of 1933 with respect to such shares is then effective.

     9. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

     10. Adjustments. Non-recurring losses or charges which are separately identified and quantified in the Corporation’s audited financial statements and notes thereto including, but not limited to, extraordinary items, changes in tax laws, changes in generally accepted accounting principles, impact of discontinued operations, restructuring charges, restatement of prior period financial results, shall be excluded from the calculation of performance results for purposes of the Plan. However, the Board Committee can choose to include any or all such non-recurring items as long as inclusion of each such item causes the Award to be reduced.

     11. Impact of Restatement of Financial Statements upon Awards. If any of the Corporation’s financial statements are restated, as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Corporation the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Corporation shall effect any such recovery: (a) by seeking repayment from the Employee; (b) by reducing the amount that would otherwise be payable to the Employee under any compensatory plan, program or arrangement maintained by the Corporation, a Subsidiary or any of its Affiliates; (c) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Corporation’s otherwise applicable compensation practices; or (d) by any combination of the foregoing or otherwise (subject, in each of subclause (b), (c) and (d), to applicable law, including without limitation Section 409A of the Code, and the terms and conditions of the applicable plan, program or arrangement). This Section 11 shall be a non-exclusive remedy and nothing in this Section 11 shall preclude the Corporation from pursuing any other applicable remedies available to it, whether in addition to, or in lieu of this Section 11.

     12. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

6

EX-10.E

Exhibit 10(e)

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JULY 3, 2010)

     1. Performance Share Unit Award — Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010, and as may be further 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 Unit Award (the “Award”) of such number of performance share units as set forth in the Award Letter (as defined below) from the Corporation to the Employee (such units, as may be adjusted in accordance with Sections 1(c), 1(d) and 1(e) of these Terms and Conditions, the “Performance Units”). At all times, each Performance Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation (a “Share”). 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 Performance Units subject to the Award, the Performance Period, the form of payment of the Award, 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) Payout of Award. Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Performance Period, but in no event later than the 15^th day of the third month following the expiration of the Performance Period, (i) if the Award Letter specifies that the Performance Units are to be paid in Shares, the Corporation shall issue to the Employee in a single payment the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto; or (ii) if the Award Letter specifies that the Performance Units are to be paid in cash, the Corporation shall pay to the Employee a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto. If the Award is to be paid in Shares, upon payout the Corporation shall at its option, cause such 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 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 payout of the Award shall be contingent upon the attainment during the Performance Period of the performance objectives set forth in the Statement of

1

Performance Goals (however designated) delivered to the Employee at the time of the Award (the “Statement of Performance Goals”). The payout of the Award shall be determined upon the expiration of the Performance Period in accordance with the Statement of Performance Goals. The final determination of the payout of the Award will be authorized by the Harris Board of Directors, the Board Committee, or its designee. Performance Units 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.

               (ii) If employment is commenced after the first day of the first fiscal year of the Performance Period (such commencement date is referred to as the “Start Date”), the Employee shall be eligible to receive a pro-rata portion of the Shares or cash which would be payable to the Employee under the Award at the end of the Performance Period determined in accordance with the prior provisions of this Section 1(c), and the remaining Shares or cash subject to the Award shall be automatically forfeited. Such forfeited portion shall be measured by a fraction, of which the numerator is the number of days between the first day of the first fiscal year of the Performance Period and the Start Date, and the denominator is the number of days of the Performance Period. Other than with respect to the final payout, the pro-ration pursuant to this Section will not otherwise impact the Award.

          (d) Rights During Performance Period; Dividend Equivalents.

               (i) During the Performance Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Performance Units.

               (ii) If, at any time during the Performance Period, the Corporation pays a dividend or makes other distributions on the Common Stock, (A) if the Award Letter specifies that the Performance Units are to be paid in Shares, then on or about the date the Performance Units are paid in Shares and the Corporation issues to the Employee the Shares underlying the Performance Units pursuant to Section 1(b), the Corporation shall pay to the Employee the dividends or other distributions paid or payable during the Performance Period on the number of Shares underlying the Performance Units to which the Employee is entitled, or (B) if the Award Letter specifies that the Performance Units are to be paid in cash, then on or about the date the Performance Units are paid in cash to the Employee pursuant to Section 1(b), the Corporation shall pay to the Employee the dividends or other distributions paid or payable during the Performance Period on the number of Performance Units to which the Employee is entitled. No such dividends or other distributions will be paid in respect of Performance Units that are forfeited or cancelled. No interest shall be paid on any such dividends or distributions. If any such dividend or distribution is paid in securities of the Corporation (including Shares), such dividend equivalents in respect of such securities relating to the Performance Units shall be subject to the same restrictions and conditions as the Performance Units in respect of which such dividend or distribution in the form of securities was made and shall be paid to the Employee in the manner and at the time the Performance Units are paid.

               (iii) 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 Units subject to this Award shall be adjusted to correspond to the change in the Corporation’s outstanding shares of Common Stock. If the Award Letter specifies

2

that the Performance Units are to be paid in Shares, upon the expiration of the Performance Period and payout of the Award, 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) Adjustment to Award. The number of Performance Units 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 Units 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 in 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 (as determined by the Corporation), (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 Units 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 payout in respect of the Performance Units which would have been made to the Employee under the Award at the end of the Performance Period under Section 1(b) determined in accordance with the provisions of Section 1(c) hereof, and the remaining payout and Performance Units 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 days of the Performance Period during which the Employee’s employment continued, and the denominator is the number of days of the Performance Period. Termination of employment of the Employee by the Corporation for deliberate, willful or gross misconduct, as determined by the Corporation, shall constitute “Misconduct.” The pro-rata portion of the payout in respect of the Performance Units required to be paid under this Section 2 shall be paid to the Employee in the form and at the time as specified in Section 1(b).

     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 Performance Units determined by the Board of Directors or the Board Committee or its designee based upon such factors as the Board of Directors or the Board Committee or its designee, as the case may be, in its sole discretion may deem appropriate.

     4. Prohibition Against Transfer. Until the expiration of the Performance Period and payout of the Award pursuant to Section 1(b), the Award, the Performance Units subject to the Award, any interest in Shares (in the case of a payout to be made in Shares as specified in the

3

Award Letter) or cash to be paid, as applicable, related thereto, 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, the Performance Units subject to the Award, and any interest in Shares or cash to be paid, as applicable, related thereto, may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Performance Period and payout of the award pursuant to Section 1(b), the Award, the Performance Units and any interest in Shares (in the case of a payout to be made in Shares as specified in the Award Letter) or cash to be paid, as applicable, related thereto, may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

     5. Change in Control. (a) Upon a Change in Control of the Corporation as defined in Section 11.1 of the Plan, the performance objectives shall be conclusively deemed to have been attained immediately upon the occurrence of such a Change in Control. The payout of the Performance Units shall be paid to the Employee at the end of the Performance Period; provided, however, that, following such Change in Control but prior to the end of the Performance Period: (i) in the event of the Employee’s death, termination due to permanent disability, retirement after age 55 with ten or more years of full-time service, or involuntary termination other than for Cause, the payout of the Performance Units shall be vested immediately and paid in Shares or in a single cash lump sum as specified in the Award Letter as soon as administratively practicable but no later than the end of the calendar year in which the vesting event occurs; (ii) in the event of the Employee’s resignation or termination for Cause, the payout of the Award shall be forfeited; and (iii) in the event of a “change in the Corporation’s capital structure,” the payout of the Performance Units shall be vested immediately and if (A) the Award Letter specifies that the Performance Units are to be paid in Shares, at the election of the Employee, the payout of the Award shall be paid in Shares without restriction on transfer or shall be converted and paid in cash or (B) the Award Letter specifies that the Performance Units are to be paid in cash, such Performance Units shall be paid in cash. The amount of any cash payment made under this Section 5 will be an amount equal to the number of Shares underlying the Performance Units subject to the Award multiplied by the highest price per share paid in any transaction reported on the New York Stock Exchange Composite Index: (A) during the sixty (60) day period preceding and including the date of a “change in the Corporation’s capital structure;” or (B) during the sixty (60) day period preceding and including the date of the Change in Control. An Award in Shares or cash shall be paid as soon as administratively practicable following a “change in the Corporation’s capital structure,” but no later than the end of the calendar year in which the change in the Corporation’s capital structure occurs.

          (b) For purposes hereof, a “change in the Corporation’s capital structure” shall be deemed to have occurred if:

               (i) the Shares are no longer the only class of the Corporation’s Common Stock;

4

               (ii) the Shares cease to be, or are not readily, tradable on an established securities market (in the United States) within the meaning of Section 409 (l)(1) of the Internal Revenue Code of 1986, as amended;

               (iii) the Corporation issues warrants, convertible debt, or any other security that is exercisable or convertible into Common Stock, except for rights granted under the Plan; or

               (iv) the ratio of total debt to total capitalization exceeds 45 percent. Total debt is the total debt for borrowed money. Total capitalization is consolidated total assets of the Corporation less consolidated total liabilities of the Corporation.

          (c) “Cause” shall mean (i) a material breach by the Employee of the duties and responsibilities of the Employee (other than as a result of incapacity due to physical or mental illness) which is (A) demonstrably willful, continued and deliberate on the Employee’s part, (B) committed in bad faith or without reasonable belief that such breach is in the best interests of the Corporation and (C) not remedied within fifteen (15) days after receipt of written notice from the Corporation which specifically identifies the manner in which such breach has occurred or (ii) the Employee’s conviction of, or plea of nolo contendere to, a felony involving willful misconduct which is materially and demonstrably injurious to the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (i) or (ii) has occurred and specifying the particulars thereof in detail. The Corporation must notify the Employee of any event constituting Cause within ninety (90) days following the Corporation’s knowledge of its existence or such event shall not constitute Cause under these Terms and Conditions.

6. Non-Solicitation. In consideration of the grant of the Award to the Employee under these Terms and Conditions, the Employee agrees, by the acceptance of the Award, that for a period of twelve (12) months immediately following the date of termination of employment of the Employee, the Employee shall not directly or indirectly recruit or solicit for hire or hire, or assist in any manner in the recruitment, solicitation for hire or hiring of any employee or officer of the Corporation or its Subsidiaries, or in any way induce any such employee or officer to terminate his or her employment with the Corporation or its Subsidiaries.

7. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Section 13 of the Agreement, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the rights of the Corporation to terminate the Employee’s employment or service with the Corporation at any

5

time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For the purposes of these Terms and Conditions and the Agreement, (a) employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation, and (b) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Corporation), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986, as amended), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Corporation.

     8. Securities Law Requirements. If the Award Letter specifies that the Performance Units are to be paid in Shares, the Corporation shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Corporation’s stock is then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective.

     9. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

     10. Adjustments. Non-recurring losses or charges which are separately identified and quantified in the Corporation’s audited financial statements and notes thereto including, but not limited to, extraordinary items, changes in tax laws, changes in generally accepted accounting principles, impact of discontinued operations, restructuring charges, restatement of prior period financial results, shall be excluded from the calculation of performance results for purposes of the Plan. However, the Board Committee can choose to include any or all such non-recurring items as long as inclusion of each such item causes the Award to be reduced.

     11. Impact of Restatement of Financial Statements upon Awards. If any of the Corporation’s financial statements are restated, as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Corporation the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Corporation shall effect any such recovery: (a) by seeking repayment from the Employee; (b) by reducing the amount that would otherwise be payable to the Employee under

6

any compensatory plan, program or arrangement maintained by the Corporation, a Subsidiary or any of its Affiliates; (c) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Corporation’s otherwise applicable compensation practices; or (d) by any combination of the foregoing or otherwise (subject, in each of subclause (b), (c) and (d), to applicable law, including without limitation, Section 409A of the Code, and the terms and conditions of the applicable plan, program or arrangement). This Section 11 shall be a non-exclusive remedy and nothing in this Section 11 shall preclude the Corporation from pursuing any other applicable remedies available to it, whether in addition to, or in lieu of this Section 11.

     12. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

     13. Compliance with Section 409A of the Code. (a) To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of the Employee). Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement.

          (b) Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

7

EX-10.F

Exhibit 10(f)

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JULY 3, 2010)

     1. Restricted Stock Award —Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010, and as may be further 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.

1

          (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 law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period, the Award and shares of Restricted Stock may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

     3. Forfeiture; Termination of Employment. (a) Except in the event of death or permanent disability (as determined by the Corporation) of the Employee covered in Section 3(b) herein or in the event of a Change in Control covered in Section 4 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 Restriction Period:

               (i) for any reason other than (x) retirement after age 55 with ten or more years of full-time service, or (y) involuntary termination by the Corporation other than for Misconduct, all Restricted Stock subject to the Award shall be automatically forfeited upon such termination of employment; or

               (ii) due to retirement after age 55 with ten or more years of full-time service, the Restriction Period shall expire, and the Employee shall become fully vested in the number of shares of Restricted Stock subject to the Award, if any, as determined in the sole and absolute discretion (including as to timing of any release of shares of Restricted Stock) of the Board of Directors or the Board Committee or the Corporation’s Chief Executive Officer and the remaining shares of Restricted Stock subject to the Award shall be automatically forfeited; provided that if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, such determination as to vesting may not be made by the Chief Executive Officer; or

               (iii) due to involuntary termination of employment of the Employee by the Corporation other than for Misconduct, all Restricted Stock subject to the Award shall be automatically forfeited upon such termination of employment unless determined otherwise in the sole and absolute discretion of the Board of Directors or the Board Committee or the Corporation’s Chief Executive Officer; provided that if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, such determination as to vesting may not be made by the

2

Chief Executive Officer. “Misconduct” shall mean deliberate, willful or gross misconduct as determined by the Corporation.

          (b) If the Employee ceases to be an employee of the Corporation prior to the expiration of the Restriction Period due to death or permanent disability, the Restriction Period shall immediately expire and the Award and the Restricted Stock subject to the Award shall immediately become fully vested.

     4. Change in Control. Upon a Change in Control of the Corporation as defined in Section 11.1 of the Plan, the Restriction Period shall immediately expire and the Award and the Restricted Stock subject to the Award shall immediately become fully vested.

     5. Non-Solicitation. In consideration of the grant of the Award to the Employee under these Terms and Conditions, the Employee agrees, by the acceptance of the Award, that for a period of twelve (12) months immediately following the date of termination of employment of the Employee, the Employee shall not directly or indirectly recruit or solicit for hire or hire, or assist in any manner in the recruitment, solicitation for hire or hiring of any employee or officer of the Corporation or its Subsidiaries, or in any way induce any such employee or officer to terminate his or her employment with the Corporation or its Subsidiaries.

     6. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For the purposes of these Terms and Conditions and the Agreement, (a) employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation, and (b) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Corporation), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986, as amended), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Corporation.

     7. Securities Law Requirements. The Corporation shall not be required to issue shares pursuant to the Award, to the extent required, unless and until (a) such shares have been duly listed upon each stock exchange on which the Corporation’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such shares is then effective.

3

     8. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

     9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

4

EX-10.G

Exhibit 10(g)

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JULY 3, 2010)

     1. Restricted Stock Unit Award — Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010, and as may be further 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 Unit Award (the “Award”) of such number of restricted stock units as set forth in the Award Letter (as defined below) from the Corporation to the Employee (such units, as may be adjusted in accordance with Section 1(c) of these Terms and Conditions, the “Restricted Units”). At all times, each Restricted Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation (a “Share”). 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 Units subject to the Award, the Restriction Period, the form of payment of the Award 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 and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Restriction Period as to some or all of the Restricted Units at any time.

          (b) Payout of Award. Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Restriction Period, but in no event later than sixty (60) days following the expiration of the Restriction Period, (i) if the Award Letter specifies that the Restricted Units are to be paid in Shares, the Corporation shall issue to the Employee in a single payment the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period; or (ii) if the Award Letter specifies that the Restricted Units are to be paid in cash, the Corporation shall pay to the Employee a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period. If the Award is to be paid in Shares, upon payout the Corporation shall at its option, cause such 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 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) Rights During Restriction Period. During the Restriction Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Restricted Units. During the Restriction Period, if any dividends or other distributions are paid

1

in cash to holders of Common Stock, the Employee shall be entitled to receive dividend equivalents, in cash, paid with respect to the number of Shares underlying the Restricted Units. Such dividend equivalents will be paid to the Employee as soon as is practicable following payment of the dividend or other distribution to holders of Common Stock, but no later than the end of the calendar year in which the corresponding actual cash dividends or other distributions are paid to holders of Common Stock. If any such dividend or other distribution is paid in securities of the Corporation (including Shares), such dividend equivalents in respect of such securities relating to the Restricted Units shall be subject to the same restrictions and conditions as the Restricted Units in respect of which such dividend or distribution in the form of securities was made and shall be paid to the Employee in the manner and at the time the Restricted Units are paid. 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 Units subject to this Award shall be adjusted to correspond to the change in the Corporation’s outstanding shares of Common Stock. If the Award Letter specifies that the Restricted Units are to be paid in Shares, upon the expiration of the Restriction Period and payout of the Award, 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.

     2. Prohibition Against Transfer. Until the expiration of the Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award, any interest in the Shares (in the case of a payout to be made in Shares as specified in the Award Letter) or cash to be paid, as applicable, related thereto, 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, the Restricted Units subject to the Award, and any interest in the Shares or cash to be paid, as applicable, related thereto may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award, and any interest in the Shares (in the case of a payout to be made in Shares as specified in the Award Letter) or cash to be paid, as applicable, related thereto may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

     3. Forfeiture; Termination of Employment.

          (a) Except in the event of the permanent disability (as determined by the Corporation) of the Employee covered in Section 3(b) herein, death of the Employee covered in Section 3(c) herein, or Change in Control covered in Section 4 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 Restriction Period:

               (i) for any reason other than (x) retirement after age 55 with ten or more years of full-time service or (y) involuntary termination by the Corporation other than for Misconduct, all Restricted Units subject to the Award shall be automatically forfeited upon such

2

termination of employment; or

     (ii) due to retirement after age 55 with ten or more years of full-time service, the Employee shall be entitled to receive a payout in respect of, and be fully vested in, the number of Restricted Units subject to the Award, if any, as determined in the sole and absolute discretion of the Board of Directors or the Board Committee or the Corporation’s Chief Executive Officer and the remaining payout and Restricted Units subject to the Award shall be automatically forfeited as of the date of the retirement; provided that if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, such determination as to vesting may not be made by the Chief Executive Officer. The Restricted Units that are determined to be vested pursuant to the provisions of this Section 3(a)(ii), if any, shall continue to be subject to the Restriction Period until the expiration thereof, at which time payout of the Restricted Units shall be made in the form and at the time specified in Section 1(b) (or, in the event that subsequent to the Employee’s retirement after age 55 with ten or more years of full-time service, the Restriction Period expires pursuant to Section 3(c) due to the Employee’s death, in the form and at the time specified in Section 3(c)); or

               (iii) due to involuntary termination of employment of the Employee by the Corporation other than for Misconduct, all Restricted Units subject to the Award shall be automatically forfeited upon such termination of employment unless all or a portion of such Restricted Units are determined to be vested in the sole and absolute discretion of the Board of Directors or the Board Committee or the Corporation’s Chief Executive Officer; provided that if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, such determination as to vesting may not be made by the Chief Executive Officer. “Misconduct” shall mean deliberate, willful or gross misconduct as determined by the Corporation. The Restricted Units that are determined to be vested pursuant to the provisions of this Section 3(a)(iii), if any, shall continue to be subject to the Restriction Period until the expiration thereof, at which time payout of the Restricted Units shall be made in the form and at the time specified in Section 1(b) (or, in the event that subsequent to the involuntary termination of employment of the Employee by the Corporation other than for Misconduct, the Restriction Period expires pursuant to Section 3(c) due to the Employee’s death, in the form and at the time specified in Section 3(c)).

          (b) If the Employee ceases to be an employee of the Corporation prior to the expiration of the Restriction Period due to permanent disability (as determined by the Corporation), the Employee shall be entitled to receive a payout in respect of, and be fully vested in, the total number of Restricted Units subject to the Award. The Restricted Units that become vested pursuant to the provisions of this Section 3(b) shall continue to be subject to the Restriction Period until the expiration thereof, at which time payout of the Restricted Units shall be made in the form and at the time specified in Section 1(b) (or, in the event that subsequent to the Employee’s cessation of employment due to permanent disability, the Restriction Period expires pursuant to Section 3(c) due to the Employee’s death, in the form and at the time specified in Section 3(c)).

          (c) If the Employee ceases to be an employee of the Corporation prior to the expiration of the Restriction Period due to death, the Employee’s heir or beneficiaries, as applicable, shall be entitled to receive a payout in respect of, and be fully vested in, the total

3

number of Restricted Units subject to the Award. In such case, or if the Employee dies subsequent to his retirement after age 55 with ten or more years of full-time service, involuntary termination by the Corporation other than for Misconduct or cessation of employment due to permanent disability, the Restriction Period shall immediately expire and the Restricted Units subject to the Award as of the date of the Employee’s death, if any, shall be paid in the form specified in Section 1(b) within sixty (60) days following the date of the Employee’s death.

     4. Change in Control. Upon a Change in Control as defined in Section 11.1 of the Plan that qualifies as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), the Restriction Period shall immediately expire and the Restricted Units subject to the Award shall be paid in the form specified in Section 1(b) as soon as administratively practicable, but in no event later than sixty (60) days following such Change in Control. In the event of a Change in Control that does not qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), then the Employee shall be entitled to receive a payout in respect of, and be fully vested in, the total number of Restricted Units subject to the Award; provided, however, that such Restricted Units shall continue to be subject to the Restriction Period until the expiration thereof, at which time payout of the Restricted Units shall be made in the form and at the time specified in Section 1(b) or 3(c), as applicable.

     5. Non-Solicitation. In consideration of the grant of the Award to the Employee under these Terms and Conditions, the Employee agrees, by the acceptance of the Award, that for a period of twelve (12) months immediately following the date of termination of employment of the Employee, the Employee shall not directly or indirectly recruit or solicit for hire or hire, or assist in any manner in the recruitment, solicitation for hire or hiring of any employee or officer of the Corporation or its Subsidiaries, or in any way induce any such employee or officer to terminate his or her employment with the Corporation or its Subsidiaries.

     6. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Section 10 of this Agreement, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (a) employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation and (b) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Corporation), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Corporation.

4

     7. Securities Law Requirements. If the Award Letter specifies that the Restricted Units are to be paid in Shares, the Corporation shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Corporation’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective.

     8. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

     9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

     10. Compliance with Section 409A of the Code. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of the Employee). Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

5

EX-10.H

Exhibit 10(h)

AMENDMENT NUMBER ELEVEN
TO THE
HARRIS CORPORATION RETIREMENT PLAN

          WHEREAS, Harris Corporation, a Delaware corporation (the “Corporation”), heretofore has adopted and maintains the Harris Corporation Retirement Plan, as amended and restated effective July 1, 2007 (the “Plan”);

          WHEREAS, pursuant to Section 17.1 of the Plan, the Management Development and Compensation Committee of the Corporation’s Board of Directors (the “Compensation Committee”) has the authority to amend the Plan;

          WHEREAS, pursuant to Section 13.3 of the Plan, the Compensation Committee has delegated to the Employee Benefits Committee of the Corporation (the “Employee Benefits Committee”) the authority to adopt non-material amendments to the Plan;

          WHEREAS, the Employee Benefits Committee desires to amend the Plan to reflect special rules related to the participation therein by CapRock Communications, Inc. and its subsidiaries; and

          WHEREAS, the Employee Benefits Committee has determined that the above-described amendment is non-material.

          NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended, effective as of October 1, 2010, as follows:

          1. Article 2 hereby is amended to add thereto the following new definition of “CapRock Employee”:

     CapRock Employee. An Eligible Employee of CapRock Communications, Inc. or a subsidiary thereof (including without limitation, CapRock Government Solutions, Inc.).

          2. Section 4.2 hereby is amended in its entirety to read as follows:

     Section 4.2. Matching Contributions. (a) In General. Subject to the limitations set forth in Article 6, each Employer shall make a matching contribution for each payroll period on behalf of each Participant who is an Eligible Employee of such Employer, and who has satisfied the Matching

Eligibility Requirement. The rate of matching contribution shall be as set forth in Section 4.2(b), (c), (d) or (e), as applicable.

     (b) Wage Determination HES Employees. The rate of matching contribution with respect to a Wage Determination HES Employee shall equal 50% of the aggregate of (i) the pre-tax contribution and/or designated Roth contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax contribution made on behalf of such Participant pursuant to Section 5.1(a); provided, however, that pre-tax, designated Roth and after-tax contributions in excess of 4% of a Participant’s Compensation for a payroll period shall not be considered for purposes of matching contributions.

     (c) HITS Business Unit Employees Other Than Wage Determination HES Employees. The rate of matching contribution with respect to a HITS Business Unit Employee who is a Legacy HTSC Employee shall equal 100% of the aggregate of (i) the pre-tax contribution and/or designated Roth contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax contribution made on behalf of such Participant pursuant to Section 5.1(a). The rate of matching contribution with respect to a HITS Business Unit Employee who is neither a Wage Determination HES Employee nor a Legacy HTSC Employee shall equal 50% of the aggregate of (i) the pre-tax contribution and/or designated Roth contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax contribution made on behalf of such Participant pursuant to Section 5.1(a). In each case, however, pre-tax, designated Roth and after-tax contributions in excess of 6% of a Participant’s Compensation for a payroll period shall not be considered for purposes of matching contributions.

     (d) CapRock Employees. The rate of matching contribution with respect to a CapRock Employee shall equal 100% of the aggregate of (i) the pre-tax contribution and/or designated Roth contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax contribution made on behalf of such Participant pursuant to Section 5.1(a); provided, however, that pre-tax, designated Roth and after-tax contributions in excess of 5% of a Participant’s Compensation for a payroll period shall not be considered for purposes of matching contributions.

     (e) Eligible Employees Other Than HITS Business Unit Employees or CapRock Employees. The rate of matching contribution with respect to an Eligible Employee other than a HITS Business Unit Employee or a CapRock Employee shall equal 100% of the aggregate of (i) the pre-tax contribution and/or designated Roth contribution made on behalf of such Participant pursuant to Section 4.1(a) and (ii) the after-tax contribution made on behalf of such Participant pursuant to Section 5.1(a); provided, however, that pre-tax, designated Roth and after-tax contributions in excess of 6% of a Participant’s Compensation for a payroll period shall not be considered for purposes of matching contributions.

2

     (f) Contributions Not Eligible for Match. Notwithstanding the foregoing, an Employer shall not make a matching contribution with respect to (i) any contribution to the Plan of PRP Compensation or (ii) any catch-up contribution made pursuant to Section 4.1(d).

          3. Schedule A to the Plan — “Special Rules Applying to Transfer Contributions and Transferred Employees” hereby is amended to add the following new Section 7 thereto:

          7. CapRock Communications, Inc. 401(k) Plan

     (a) In General. CapRock Communications, Inc. (“CapRock”) maintains the CapRock Communications, Inc. 401(k) Plan (the “CapRock Plan”), which plan was frozen as to new participants and new contributions effective September 30, 2010. Effective October 1, 2010, CapRock and its subsidiaries (including without limitation, CapRock Government Solutions, Inc.) became Employers under this Plan. The CapRock Plan shall be merged with and into this Plan effective as of a date to be determined by the Administrative Committee.

     (b) Service. For purposes of the Plan, service with McLeod USA and Arrowhead Global Solutions, Inc. shall be credited to former participants in the CapRock Plan.

     (c) Automatic Enrollment. The provisions of Section 3.2(b) of the Plan with respect to deemed elections to participate in the Plan by Full-Time Employees shall not apply to former participants in the CapRock Plan who become eligible to participate in the Plan effective October 1, 2010.

          APPROVED by the HARRIS CORPORATION EMPLOYEE BENEFITS COMMITTEE on this 2nd day of September, 2010.

/s/ John D. Gronda

John D. Gronda, Secretary

3

EX-10.I

Exhibit 10(i)

AMENDMENT NUMBER TWELVE
TO THE
HARRIS CORPORATION RETIREMENT PLAN

          WHEREAS, Harris Corporation, a Delaware corporation (the “Company”), heretofore has adopted and maintains the Harris Corporation Retirement Plan, as amended and restated effective July 1, 2007 (the “Plan”);

          WHEREAS, pursuant to Section 17.1 of the Plan, the Management Development and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has the authority to amend the Plan;

          WHEREAS, the Compensation Committee and the Board of Directors have approved an amendment to the Plan to modify the definition of “Change of Control” effective as of August 28, 2010;

          NOW, THEREFORE, pursuant to action by the Compensation Committee and the Board of Directors, the Plan is hereby amended, effective as of August 28, 2010, as follows:

1.	Article 2 of the Plan is hereby amended to delete the definition of “Change of Control” in its entirety and replace it with the following:
	“Change in Control. For the purposes hereof, a “Change in Control” shall be deemed to have occurred if:

          (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));

          (ii) individuals who, on July 3, 2010, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 3, 2010, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

          (iii) there is consummated a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 60% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities) eligible to elect directors of such corporation is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company

(or the corporation resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”);

          (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

          (v) the Company consummates a direct or indirect sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries.

          Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

          For the purposes of this definition of “Change in Control” the term “Subsidiary” shall mean any entity of which the Company owns or controls, either directly or indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power.”

2. The Plan is hereby amended to replace all references to the phrase “Change of Control” set forth therein with the phrase “Change in Control”. Notwithstanding the foregoing, any document incorporating by reference the definition of “Change of Control” previously set forth in the Plan shall be deemed to incorporate by reference the definition of “Change in Control” set forth in the Plan by virtue of this amendment.

          IN WITNESS WHEREOF, Harris Corporation has caused this amendment to the Harris Corporation Retirement Plan to be executed by its duly authorized officer on October 27, 2010.

HARRIS CORPORATION
By:	/s/ Jeffrey S. Shuman
	Jeffrey S. Shuman
	Senior Vice President, Human Resources and Corporate Relations

ATTEST
 

/s/ Scott T. Mikuen  

Scott T. Mikuen 

Secretary
Harris Corporation 

EX-10.J

Exhibit 10(j)

AMENDMENT NUMBER FOUR
TO THE
HARRIS CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     WHEREAS, Harris Corporation, a Delaware corporation (the “Corporation”), heretofore has adopted and maintains the Harris Corporation Supplemental Executive Retirement Plan, as amended and restated effective March 1, 2003 (the “Plan”);

     WHEREAS, pursuant to Section 8.1 of the Plan, the Management Development and Compensation Committee of the Corporation’s Board of Directors (the “Compensation Committee”) has the authority to amend the Plan;

     WHEREAS, pursuant to Section 17.1 of the Harris Corporation Retirement Plan, as amended from time to time (the “Retirement Plan”), the Compensation Committee has the authority to amend the Retirement Plan;

     WHEREAS, the Compensation Committee and the Board of Directors have approved an amendment to both the Plan and the Retirement Plan to modify the definition of “Change in Control”, effective as of August 28, 2010; and

     WHEREAS, pursuant to Article II, the Plan incorporates by reference definitions used in the Retirement Plan;

     NOW, THEREFORE, pursuant to action by the Compensation Committee and the Board of Directors, the Plan is hereby amended, effective as of August 28, 2010, by virtue of the amendment of the definition of “Change in Control” set forth in the Retirement Plan, which definition (as amended) is incorporated by reference in the Plan (it being acknowledged that references in such definition in the Retirement Plan to “Company” or “Company’s” shall be deemed references to “Corporation” or “Corporation’s”, as the case may be, for purposes of such definition in the Plan, as a result of the differing underlying defined terms for Harris Corporation in the Retirement Plan and the Plan).

     IN WITNESS WHEREOF, Harris Corporation has caused this amendment to the Harris Corporation Supplemental Executive Retirement Plan to be executed by its duly authorized officer on October 27, 2010.

HARRIS CORPORATION
By:	/s/ Jeffrey S. Shuman
	Jeffrey S. Shuman
	Senior Vice President, Human Resources and Corporate Relations

ATTEST
 

/s/ Scott T. Mikuen  

Scott T. Mikuen 

Secretary
Harris Corporation 

EX-10.K

Exhibit 10(k)

AMENDMENT NUMBER THREE
TO THE
HARRIS CORPORATION 2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     WHEREAS, Harris Corporation, a Delaware corporation (the “Corporation”), heretofore has adopted and maintains the Harris Corporation 2005 Supplemental Executive Retirement Plan, effective January 1, 2009, as amended (the “Plan”);

     WHEREAS, pursuant to Section 8.1 of the Plan, the Management Development and Compensation Committee of the Corporation’s Board of Directors (the “Compensation Committee”) has the authority to amend the Plan;

     WHEREAS, pursuant to Section 17.1 of the Harris Corporation Retirement Plan, as amended from time to time (the “Retirement Plan”), the Compensation Committee has the authority to amend the Retirement Plan;

     WHEREAS, the Compensation Committee and the Board of Directors have approved an amendment to both the Plan and the Retirement Plan to modify the definition of “Change of Control”, effective as of August 28, 2010; and

     WHEREAS, pursuant to Article II, the Plan incorporates by reference definitions used in the Retirement Plan;

     NOW, THEREFORE, pursuant to action by the Compensation Committee and the Board of Directors, the Plan is hereby amended, effective as of August 28, 2010, by virtue of the amendment of the definition of “Change in Control” set forth in the Retirement Plan, which definition (as amended) is incorporated by reference in the Plan (it being acknowledged that references in such definition in the Retirement Plan to “Company” or “Company’s” shall be deemed references to “Corporation” or “Corporation’s”, as the case may be, for purposes of such definition in the Plan, as a result of the differing underlying defined terms for Harris Corporation in the Retirement Plan and the Plan), and the Plan is further amended to replace all references to the phrase “Change of Control” set forth therein with the phrase “Change in Control”.

     IN WITNESS WHEREOF, Harris Corporation has caused this amendment to the Harris Corporation 2005 Supplement Executive Retirement Plan to be executed by its duly authorized officer on October 27, 2010.

HARRIS CORPORATION
By:	/s/ Jeffrey S. Shuman
	Jeffrey S. Shuman
	Senior Vice President, Human Resources and Corporate Relations

ATTEST
 

/s/ Scott T. Mikuen  

Scott T. Mikuen 

Secretary
Harris Corporation 

EX-10.L

Exhibit 10(1)

AMENDMENT NUMBER TWO
TO THE
HARRIS CORPORATION
1997 DIRECTORS’ DEFERRED COMPENSATION
AND ANNUAL STOCK UNIT AWARD PLAN
(AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2006)

     WHEREAS, Harris Corporation, a Delaware corporation (the “Corporation”), heretofore has adopted and maintains the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (Amended and Restated Effective January 1, 2006) (the “Plan”);

     WHEREAS, pursuant to Paragraph 12 of the Plan, the Board of Directors of the Corporation (the “Board”) has the authority to amend the Plan; and

     WHEREAS, the Board has approved an amendment to the Plan to modify the definition of “Change of Control”, effective as of August 28, 2010;

     NOW, THEREFORE, pursuant to action by the Board, the Plan hereby is amended, effective as of August 28, 2010, as follows:

1.	Paragraph 2 of the Plan hereby is amended to delete the definition of “Change of Control” in its entirety and replace it with the following:
	““Change in Control” shall be deemed to have occurred if:”

          (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Corporation Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Corporation or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Corporation or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));

          (ii) individuals who, on July 3, 2010, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 3, 2010, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

          (iii) there is consummated a merger, consolidation, share exchange or similar form of corporate reorganization of the Corporation or any such type of transaction involving the Corporation or any of its Subsidiaries that requires the approval of the Corporation’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 60% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Corporation Voting Securities) eligible to elect directors of such corporation is represented by shares that were Corporation Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Corporation Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting

from such Business Combination, or any employee benefit plan sponsored or maintained by the Corporation (or the corporation resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”);

          (iv) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation; or

          (v) the Corporation consummates a direct or indirect sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries.

          Notwithstanding the foregoing, a Change in Control of the Corporation shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Corporation Voting Securities as a result of the acquisition of Corporation Voting Securities by the Corporation which reduces the number of Corporation Voting Securities outstanding; provided, that if after such acquisition by the Corporation such person becomes the beneficial owner of additional Corporation Voting Securities that increases the percentage of outstanding Corporation Voting Securities beneficially owned by such person, a Change in Control of the Corporation shall then occur.

          For the purposes of this definition of “Change in Control” the term “Subsidiary” shall mean any entity of which the Corporation owns or controls, either directly or indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power.”

2. The Plan is hereby amended to replace all references to the phrase “Change of Control” set forth therein with the phrase “Change in Control”. Notwithstanding the foregoing, any document incorporating by reference the definition of “Change of Control” previously set forth in the Plan shall be deemed to incorporate by reference the definition of “Change in Control” set forth in the Plan by virtue of this amendment.

     IN WITNESS WHEREOF, Harris Corporation has caused this amendment to the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan to be executed by its duly authorized officer on October 27, 2010.

HARRIS CORPORATION
By:	/s/ Jeffrey S. Shuman
	Jeffrey S. Shuman
	Senior Vice President, Human Resources and Corporate Relations

ATTEST
 

/s/ Scott T. Mikuen  

Scott T. Mikuen 

Secretary
Harris Corporation 

EX-10.M

Exhibit 10(m)

AMENDMENT NUMBER ONE
TO THE
HARRIS CORPORATION
2005 DIRECTORS’ DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009)

          WHEREAS, Harris Corporation, a Delaware corporation (the “Corporation”), heretofore has adopted and maintains the Harris Corporation 2005 Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2009 (the “Plan”);

          WHEREAS, pursuant to Paragraph 10 of the Plan, the Board of Directors of the Corporation (the “Board”) has the authority to amend the Plan; and

          WHEREAS, the Board has approved an amendment to the Plan to modify the definition of “Change of Control”, effective as of August 28, 2010;

          NOW, THEREFORE, pursuant to action by the Board, the Plan hereby is amended, effective as of August 28, 2010, as follows:

1.	Paragraph 2 of the Plan hereby is amended to delete the definition of “Change of Control” in its entirety and replace it with the following:
	““Change in Control” shall be deemed to have occurred if:”

          (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Corporation Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Corporation or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Corporation or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));

          (ii) individuals who, on July 3, 2010, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 3, 2010, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

          (iii) there is consummated a merger, consolidation, share exchange or similar form of corporate reorganization of the Corporation or any such type of transaction involving the Corporation or any of its Subsidiaries that requires the approval of the Corporation’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 60% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Corporation Voting Securities) eligible to elect directors of such corporation is represented by shares that were Corporation Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Corporation Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting

from such Business Combination, or any employee benefit plan sponsored or maintained by the Corporation (or the corporation resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”);

          (iv) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation; or

          (v) the Corporation consummates a direct or indirect sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries.

          Notwithstanding the foregoing, a Change in Control of the Corporation shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Corporation Voting Securities as a result of the acquisition of Corporation Voting Securities by the Corporation which reduces the number of Corporation Voting Securities outstanding; provided, that if after such acquisition by the Corporation such person becomes the beneficial owner of additional Corporation Voting Securities that increases the percentage of outstanding Corporation Voting Securities beneficially owned by such person, a Change in Control of the Corporation shall then occur.

          For the purposes of this definition of “Change in Control” the term “Subsidiary” shall mean any entity of which the Corporation owns or controls, either directly or indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power.”

2. The Plan is hereby amended to replace all references to the phrase “Change of Control” set forth therein with the phrase “Change in Control”. Notwithstanding the foregoing, any document incorporating by reference the definition of “Change of Control” previously set forth in the Plan shall be deemed to incorporate by reference the definition of “Change in Control” set forth in the Plan by virtue of this amendment.

          IN WITNESS WHEREOF, Harris Corporation has caused this amendment to the Harris Corporation 2005 Directors’ Deferred Compensation Plan to be executed by its duly authorized officer on October 27, 2010.

HARRIS CORPORATION
By:	/s/ Jeffrey S. Shuman
	Jeffrey S. Shuman
	Senior Vice President, Human Resources and Corporate Relations

ATTEST
 

/s/ Scott T. Mikuen  

Scott T. Mikuen 

Secretary
Harris Corporation 

EX-10.N

Exhibit 10(n)

FOURTH AMENDMENT
TO THE
HARRIS CORPORATION
MASTER RABBI TRUST AGREEMENT

     WHEREAS, HARRIS CORPORATION (the “Company”) and THE NORTHERN TRUST COMPANY, an Illinois corporation of Chicago, Illinois (the “Trustee”), executed the Harris Corporation Master Rabbi Trust Agreement (the “Trust”), effective the 2nd day of December, 2003 and;

     WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to Section 12 thereof to change the definition of Change in Control; and

     WHEREAS, the Company and the Trustee desire that such amendment be effective as of August 28, 2010;

     NOW, THEREFORE, the sections of the Trust set forth below are amended, effective as of August 28, 2010, as follows, but all other sections of the Trust shall remain in full force and effect.

1.	Section 13(e) shall be deleted in its entirety and replaced with the following:
	“For purposes of this Trust Agreement, a “Change in Control” shall be deemed to have occurred if:

     (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));

     (ii) individuals who, on July 3, 2010, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 3, 2010, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

     (iii) there is consummated a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 60% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities) eligible to elect directors of such corporation is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the corporation resulting from such Business Combination)) becomes the beneficial owner, directly or

indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”);

     (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

     (v) the Company consummates a direct or indirect sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries.

     Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

     For the purposes of this definition of “Change in Control” the term “Board” shall mean the Board of Directors of the Company and the term “Subsidiary” shall mean any entity of which the Company owns or controls, either directly or indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power.”

     IN WITNESS WHEREOF, the Company and the Trustee have caused this Fourth Amendment to be executed and their respective corporate seals to be affixed and attested by their respective corporate officers on this 27^th day of October, 2010.

HARRIS CORPORATION
By:	/s/ Jeffrey S. Shuman
	Jeffrey S. Shuman
	Senior Vice President, Human Resources and Corporate Relations

ATTEST

The undersigned, Scott T. Mikuen, does hereby certify that he is the duly elected, qualified and acting Secretary of Harris Corporation (the “Company”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Company with full power and authority to execute this Trust Amendment on behalf of the Company and to take such other actions and execute such other documents as may be necessary to effectuate this Amendment. Pursuant to Section 12 of the Trust, the undersigned further certifies that this Trust Amendment does not conflict with the terms of any Plan as defined in the Trust. The undersigned further represents that The Northern Trust Company may conclusively rely on this certification.

/s/ Scott T. Mikuen  

Scott T. Mikuen 

Secretary
Harris Corporation 

THE NORTHERN TRUST COMPANY
By:	/s/ Clarke Gagliardi
	Its: VP

ATTEST:
 

/s/ Robert F. Draths, Jr.  

Its: Assistant Secretary 

EX-10.O

Exhibit 10(o)

FORM OF EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT
(Effective as of, and for use after, April 22, 2010)

     THIS AGREEMENT is entered into as of the _____ day of ____________, 20___ by and between Harris Corporation, a Delaware corporation (the “Company”), and [____________________] (“Executive”).

WITNESSETH

     WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders; and

     WHEREAS, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders; and

     WHEREAS, Executive currently serves as an officer of the Company; and

     WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interests of the Company and its shareholders to secure Executive’s continued services and to ensure Executive’s continued and undivided dedication to Executive’s duties in the event of any threat or occurrence of or negotiation or other action that could lead to, or create the possibility of, a Change in Control (as defined in Section 1) of the Company without being influenced by Executive’s uncertainty of Executive’s own situation; and

     WHEREAS, the Board has authorized the Company to enter into this Agreement.

     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

1

     1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

          (a) “Board” means the Board of Directors of the Company.

          (b) “Cause” means (1) a material breach by Executive of the duties and responsibilities of Executive (other than as a result of incapacity due to physical or mental illness) which is (x) demonstrably willful, continued and deliberate on Executive’s part, (y) committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and (z) not remedied within fifteen (15) days after receipt of written notice from the Company which specifically identifies the manner in which such breach has occurred or (2) Executive’s conviction of, or plea of nolo contendere to, a felony involving willful misconduct which is materially and demonstrably injurious to the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clauses (1) or (2) has occurred and specifying the particulars thereof in detail. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

          (c) “Change in Control” shall be deemed to have occurred if:

               (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections l3(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a

2

Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Control Transaction (as defined in paragraph (iii)), or (E) pursuant to any acquisition by Executive or any group of persons including Executive;

               (ii) individuals who, on July 1, [year — most recent], constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 1, [year — most recent], whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected, appointed or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

               (iii) there is consummated a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of the company resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities) eligible to elect directors of such company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the corporation resulting from such

3

Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the company resulting from such Business Combination, and (C) at least a majority of the members of the board of directors of the company resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the foregoing conditions specified in (A), (B) and (C) shall be deemed to be a “Non-Control Transaction”);

               (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

               (v) the Company consummates a direct or indirect sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries.

     Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that, if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

     Notwithstanding anything in this Agreement to the contrary, if Executive’s employment is terminated prior to a Change in Control, and Executive reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a “Third Party”) and a Change in Control involving such Third Party occurs, then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to the date of such termination of employment.

4

          (d) “Date of Termination” means (1) the effective date on which Executive’s employment by the Company terminates as specified in a prior written notice by the Company or Executive, as the case may be, to the other, delivered pursuant to Section 13 or (2) if Executive’s employment by the Company terminates by reason of death, the date of death of Executive. For all purposes of this Agreement, to the extent that Executive is subject to Section 409A of the Code, Executive’s termination of employment shall mean Executive’s “separation from service,” as defined in Treasury Regulation §1.409A-1(h) (without regard to any permissible alternative definition thereunder).

          (e) “Good Reason” means, without Executive’s express written consent, the occurrence of any of the following events after a Change in Control:

               (1)(i) the assignment to Executive of any duties or responsibilities inconsistent in any material adverse respect with Executive’s position(s), duties, responsibilities or status with the Company immediately prior to such Change in Control (including any diminution of such duties or responsibilities) or (ii) a material adverse change in Executive’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control;

               (2) a reduction by the Company in Executive’s rate of annual base salary or annual target bonus opportunity (including any adverse change in the formula for such annual bonus target) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter;

               (3) any requirement of the Company that Executive (i) be based anywhere more than fifty (50) miles from the facility where Executive is located at the time of the Change in Control or (ii) travel on Company business to an extent substantially greater than the travel obligations of Executive immediately prior to such Change in Control;

               (4) the failure of the Company to (i) continue in effect any employee benefit plan or compensation plan in which Executive is participating immediately prior to such Change in Control, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits, or the taking of any action by the Company

5

which would adversely affect Executive’s participation in or reduce Executive’s benefits under any such plan, (ii) provide Executive and Executive’s dependents with welfare benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive and Executive’s dependents immediately prior to such Change in Control or provide substantially comparable benefits at a substantially comparable cost to Executive, (iii) provide fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for Executive immediately prior to such Change in Control, or provide substantially comparable fringe benefits, or (iv) provide Executive with paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for Executive immediately prior to such Change in Control; or

               (5) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 12(b); or

               (6) any purported termination by the Company of Executive’s employment otherwise than as expressly permitted hereby.

     Any event or condition described in this Section 1(e)(1) through (6) which occurs prior to a Change in Control, but was at the request or suggestion of a Third Party who effectuates a Change in Control, shall constitute Good Reason following a Change in Control for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by Executive shall not constitute Good Reason. Executive must provide notice of termination of employment within ninety (90) days of Executive’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.

          (f) “Nonqualifying Termination” means a termination of Executive’s employment (1) by the Company for Cause, (2) by Executive for any reason other than Good Reason, (3) as a result of Executive’s death, (4) by the Company due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive’s incapacity due to physical or mental illness or

6

(5) as a result of Executive’s mandatory retirement (not including any mandatory early retirement) in accordance with the Company’s retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to Executive with Executive’s written consent.

          (g) “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of more than 50% of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive more than 50% of the distribution of profits or of the assets on liquidation or dissolution.

          (h) “Termination Period” means the period of time beginning with a Change in Control and ending two (2) years following such Change in Control.

     2. Obligations of Executive. Executive agrees to hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Subsidiaries or affiliated companies, and their respective businesses, which shall have been obtained by Executive during Executive’s employment by the Company or any of its Subsidiaries or affiliated companies and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). After termination of Executive’s employment with the Company, Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 2 constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Agreement.

3. Payments Upon Termination of Employment.

          (a) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, then the Company shall pay to Executive (or Executive’s beneficiary or estate) within sixty (60) days following the Date of Termination, as compensation for services rendered to the Company:

7

               (1) a lump-sum cash amount equal to the sum of (i) Executive’s base salary through the Date of Termination, to the extent not theretofore paid, (ii) a pro rata portion of Executive’s annual bonus in an amount at least equal to: (A) the greatest of (x) not less than Executive’s target bonus for the fiscal year in which the Change in Control occurs; (y) not less than Executive’s target bonus for the fiscal year in which Executive’s Date of Termination occurs; and (z) Executive’s actual bonus payout for the fiscal year in which Executive’s Date of Termination occurs (in the case of each of (x), (y) and (z), not including as bonus any amount payable under the Company’s Performance Reward Plan or a similar broad-based plan), multiplied by (B) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five (365), (iii) any unpaid accrued vacation pay and (iv) to the extent permissible under Section 409A of the Code, if Executive is subject to Section 409A of the Code, any other benefits or awards which have been earned or become payable pursuant to the terms of any compensation plan but which have not yet been paid to Executive; plus

               (2) a lump-sum cash amount equal to (i) _____ times Executive’s highest annual rate of base salary during the 12-month period prior to the Date of Termination, plus (ii) _____ times the greatest of: (A) the highest bonus earned by Executive in respect of the three (3) fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs; (B) not less than Executive’s target bonus for the fiscal year in which the Change in Control occurs; or (C) not less than Executive’s target bonus for the fiscal year in which Executive’s Date of Termination occurs (in the case of each of (A), (B) and (C), not including as bonus any amount payable under the Company’s Performance Reward Plan or a similar broad-based plan). Any amount paid pursuant to this Section 3(a) (2) shall be in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy of the Company or under any employment agreement or offer letter between the Company and Executive.

          (b) If during the Termination Period the employment of Executive shall terminate, other than by reason of a Nonqualifying Termination, the Company shall continue to provide, for a period of two (2) years following the Date of Termination but in no event after

8

Executive’s attainment of age 65, Executive (and Executive’s dependents if applicable) with the same level of medical, dental, accident, disability, life insurance and any other similar benefits in place as of the Date of Termination upon substantially the same terms and conditions (including contributions required by Executive for such benefits) as existed immediately prior to Executive’s Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the Change in Control); provided, that, if Executive cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted or shall provide Executive with cash payments on an after-tax basis sufficient to permit Executive to purchase coverage providing benefits comparable to the benefits under the Company plans; provided, further, that in any case the provisions of this Section 3(b) shall be effected in a manner that is compliant with the non-discrimination rules applicable to non-grandfathered health plans under the Patient Protection and Affordable Care Act of 2010 and related regulations and guidance promulgated thereunder. Notwithstanding the foregoing, in the event Executive becomes employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.

          Should the terminated Executive move his residence in order to pursue other business opportunities within two (2) years of the Date of Termination, the Company agrees to reimburse such Executive for any reasonable expenses incurred in that relocation (including taxes payable on the reimbursement) which are not reimbursed by another employer. Reimbursement shall include assistance in selling Executive’s home which was customarily provided by the Company to transferred executives prior to the Change in Control. Executive shall be promptly reimbursed by the Company for up to $4,000 of fees and expenses charged to him by any executive recruiting, counseling or placement firms incurred in seeking new employment following the termination of employment as provided in this Agreement; provided, that such fees and expenses are incurred no later than the end of the second calendar year following the calendar year in which the Date of Termination occurs. The Company shall also pay to Executive, at the same time that such reimbursements are paid, in cash an “additional

9

amount” such that the federal, state and local taxes on the aggregate of such reimbursements and the “additional amount” equal said “additional amount.” The Company will also promptly reimburse Executive for up to $5,000 per calendar year for the calendar year in which the Date of Termination occurs and the next following calendar year of fees and expenses charged to Executive for professional financial and tax planning assistance. If immediately prior to the Date of Termination the Company provided Executive with any club memberships, Executive will be entitled to continue such memberships at Executive’s sole expense.

          (c) If during the Termination Period the employment of Executive shall terminate by reason of a Nonqualifying Termination, then the Company shall pay to Executive within sixty (60) days following the Date of Termination, a cash amount equal to the sum of (1) Executive’s base salary through the Date of Termination, to the extent not theretofore paid, (2) to the extent permissible under Section 409A of the Code, if Executive is subject to Section 409A of the Code, any benefits or awards which have been earned or become payable pursuant to the terms of any compensation plan but which have not yet been paid to Executive, and (3) any unpaid accrued vacation pay. The Company may make such additional payments, and provide such additional benefits, to Executive as the Company and Executive may agree in writing.

     4. Excise Tax.

          (a) To the extent that any payment or distribution to or for the benefit of Executive pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its affiliated companies, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Company shall reduce the payments to the amount that is (after taking into account federal, state, local and social security taxes at the maximum marginal rates, including any excise taxes imposed by Section 4999 of the Code) one dollar less than the amount of the Payments that would subject Executive to the Excise Tax (the “Safe Harbor Cap”) if, and only if, such reduction would result in Executive receiving a higher net after-tax amount. Unless Executive

10

shall have given prior written notice specifying a different order to the Company to effectuate the Safe Harbor Cap, the Payments to be reduced hereunder will be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to Executive until the reduction specified herein is achieved. Executive’s right to specify the order of reduction of the Payments shall apply only to the extent that it does not directly or indirectly alter the time or method of payment of any amount that is deferred compensation subject to (and not exempt from) Section 409A.

          (b) All determinations required to be made under this Section 4, including whether and when the Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company (collectively, the “Determination”). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Determination by the Accounting Firm shall be binding upon the Company and Executive. Executive shall cooperate, to the extent his reasonable out-of pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

     5. Section 409A of the Code.

11

          (a) If Executive is subject to Section 409A of the Code, this Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent.

          (b) Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code and Executive is subject to Section 409A of the Code, the payment shall be paid (or provided) in accordance with the following:

               (i) If Executive is a “Specified Employee” under the Harris Corporation Specified Employee Policy for 409A Arrangements on the date of Executive’s termination of employment (the “Separation Date”), and if a payment is required to be delayed pursuant to Section 409A(a)(2)(B)(i), then no such payment shall be made or commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of Executive’s death, if the earlier making of such payment would result in tax penalties being imposed on Executive under Section 409A of the Code. The amount of any payment that otherwise would be paid to Executive hereunder during this period shall instead be paid to Executive on the first business day coincident with or next following the date that is six months and one day following the Separation Date or, if earlier, within ninety (90) days following the death of Executive.

               (ii) Payments with respect to reimbursements of expenses shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, and any right to reimbursement is not subject to liquidation or exchange for cash or another benefit.

     6. Funding Of Rabbi Trust. No later than the date on which a Change in Control occurs, (i) the Company shall maintain a rabbi trust (the “Trust”) as hereinafter described; and (ii) the Company shall contribute to the Trust in cash or other liquid assets acceptable to the trustee of the Trust (A) the amount of the total payments reasonably expected to be paid to

12

Executive hereunder assuming that the employment of the Executive shall terminate, other than by reason of a Nonqualifying Termination, during the Termination Period (including the cash value of the total benefits expected to be provided to the Executive hereunder); plus (B) the amount of the trust administration and trustee fees and expenses (including the fees and expenses of any agent of the trustee) which the trustee reasonably expects to be incurred over the life of the Trust. The terms of the Trust shall generally follow the model rabbi trust set forth in IRS Revenue Procedure 92-64, except that (1) the Trust shall be irrevocable from the date of its creation; (2) the Trust shall be non-amendable by the Company except with the consent of Executive or his legal representative; (3) the power to direct the investment of the Trust assets shall be held by the Company; (4) the Company shall remain liable for the payment of all amounts payable to Executive hereunder to the extent there is any shortfall of assets under the Trust; (5) the initial trustee and any successor thereto shall be a bank or trust company with shareholder equity of at least $1.0 billion; and (6) neither the Trust nor its assets shall be located or transferred outside the United States.

     7. Withholding Taxes. The Company may withhold from all payments due to Executive (or Executive’s beneficiary or estate) hereunder all taxes which by applicable federal, state, local or other law, the Company is required to withhold therefrom.

     8. Indemnification and Reimbursement of Expenses. The Company agrees to indemnify Executive for litigation or arbitration proceedings brought to contest, or dispute of any provision of this Agreement. If any such contest or dispute shall arise under this Agreement involving termination of Executive’s employment with the Company or involving the failure or refusal of the Company to perform fully in accordance with the terms hereof, the Company shall reimburse Executive for all legal fees and expenses, if any, incurred by Executive in connection with such contest or dispute (regardless of the result thereof) within thirty (30) days of receipt of evidence thereof, and in no event later than the end of the calendar year following the calendar year in which Executive pays the reimbursed fees and expenses, together with interest in an amount equal to the prime rate published in The Wall Street Journal from time to time in effect, but in no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the date the Company receives Executive’s statement for such fees and expenses through the date of payment thereof, regardless of whether or not Executive’s claim is

13

upheld by a court of competent jurisdiction; provided, however, Executive shall be required to repay any such amounts to the Company to the extent that a court issues a final and non- appealable order setting forth the determination that the position taken by Executive was frivolous or advanced by Executive in bad faith.

     9. Term of Agreement. This Agreement shall be effective on the date hereof and shall continue in effect until the Company shall have given two year written notice of cancellation; provided, that, notwithstanding the delivery of any such notice, this Agreement shall continue in effect for a period of twenty-four (24) months after a Change in Control, if such Change in Control shall have occurred during the term of this Agreement. Notwithstanding anything in this Section 9 to the contrary, this Agreement shall terminate if Executive or the Company terminates Executive’s employment prior to a Change in Control except as provided in the last paragraph of Section 1(c) or Section 12(b).

     10. Termination of Agreement. This Agreement shall be effective on the date hereof and shall continue until the first to occur of (i) termination of Executive’s employment with the Company prior to a Change in Control (except as otherwise provided hereunder), (ii) a Nonqualifying Termination, (iii) the end of the Termination Period or (iv) cancellation in accordance with Section 9.

     11. Scope of Agreement. Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company or its Subsidiaries, and if Executive’s employment with the Company shall terminate prior to a Change in Control, Executive shall have no further rights under this Agreement (except as otherwise provided hereunder); provided, however, that any termination of Executive’s employment during the Termination Period shall be subject to all of the provisions of this Agreement.

     12. Successors; Binding Agreement.

          (a) This Agreement shall not be terminated by any Business Combination. In the event of any Business Combination, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

14

          (b) The Company agrees that concurrently with any Business Combination that does not constitute a Non-Control Transaction, it will cause any successor or transferee unconditionally to assume, by written instrument delivered to Executive (or Executive’s beneficiary or estate), all of the obligations of the Company hereunder. Failure of the Company to obtain such assumption prior to the effectiveness of any such Business Combination shall be a breach of this Agreement and shall constitute Good Reason hereunder. For purposes of implementing the foregoing, (i) the date on which any such Business Combination becomes effective shall be deemed the date Good Reason occurs, and (ii) Executive shall be entitled to terminate employment for Good Reason immediately prior to the time the Business Combination becomes effective and receive compensation and other benefits from the Company in the same amount and on the same terms as Executive would have been entitled hereunder if Executive’s employment were terminated for Good Reason during the Termination Period.

          (c) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

     13. Notice.

          (a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail certified and return receipt requested, postage prepaid, addressed as follows:

If to Executive:
If to the Company:	Harris Corporation 1025 W. NASA Boulevard Melbourne, Florida 32919 Attn: Secretary

15

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

          (b) A written notice of Executive’s Date of Termination by the Company or Executive, as the case may be, to the other, shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specify the termination date (which date shall be not less than fifteen (15) nor more than sixty (60) days after the giving of such notice). The failure by Executive or the Company to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

     14. Full Settlement; Resolution of Disputes. The Company’s obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other payments to Executive under any previous severance or employment agreement between Executive and the Company. The Company’s obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as provided in Section 3(b), such amounts shall not be reduced whether or not Executive obtains other employment. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Orlando, Florida by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award in any court having jurisdiction. The Company shall bear all costs and expenses arising in connection with any arbitration proceeding pursuant to this Section 14.

     15. Employment with Subsidiaries. Employment with the Company for purposes of this Agreement shall include employment with any Subsidiary.

16

     16. Governing Law; Validity. THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.

     17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

     18. Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries under any other employee benefit plan or compensation program of the Company.

[signature page to follow]

17

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

HARRIS CORPORATION		EXECUTIVE
By:
	Howard L. Lance	[Name]
	Chairman, President and CEO

Attest:

Scott T. Mikuen

Secretary

18

EX-10.P

Exhibit 10(p)

FORM OF INDEMNIFICATION AGREEMENT
(Effective as of, and for use after, August 28, 2010)

     This Agreement made as of [DATE], between Harris Corporation, a Delaware corporation (the “Company”) and [NAME], a director, officer, employee or agent of the Company (the “Indemnitee”);

     WHEREAS, the Company and the Indemnitee are each aware of conditions in the insurance industry that have affected and may continue to affect the Company’s ability to obtain appropriate directors’ and officers’ liability insurance on an economically acceptable basis;

     WHEREAS, the Company and the Indemnitee are also aware of the exposure to litigation of officers, directors, employees and agents of corporations as such persons exercise their duties to the Company;

     WHEREAS, the Company desires to continue to benefit from the services of highly qualified and experienced persons such as the Indemnitee;

     WHEREAS, the Indemnitee desires to serve or to continue to serve the Company as a director, officer, employee or agent, including service at the request of the Company as a director, officer or trustee of another corporation, joint venture, trust or other enterprise, for so long as the Company continues to provide on an acceptable basis indemnification against certain liabilities and expenses which may be incurred by the Indemnitee.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto agree as follows:

1. Indemnification. The Company shall indemnify the Indemnitee with respect to his activities as a director, officer or employee of the Company or as a person who is serving or has served at the request of the Company (“Agent”) as a director, officer or trustee of another corporation, joint venture, trust or other enterprise against expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him (“Expenses”) in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), to which he was, is, or is threatened to be made a party by reason of facts which include his being or having been such a director, officer, employee, or agent, to the extent of the highest and most advantageous to the Indemnitee, as determined by the Indemnitee, of one or any combination of the following:

     (a) The benefits provided by the Company’s Certificate of Incorporation or By-Laws in effect on the date hereof, a copy of the relevant portions of which are attached hereto as Exhibit I;

     (b) The benefits provided by the Company’s Certificate of Incorporation or By-Laws or their equivalent in effect at the time Expenses are incurred by Indemnitee;

     (c) The benefits allowable under Delaware law in effect at the date hereof;

     (d) The benefits allowable under the law of the jurisdiction under which the Company exists at the time Expenses are incurred by the Indemnitee;

     (e) The benefits available under liability insurance obtained by the Company; and

     (f) Such other benefits as may be otherwise available to Indemnitee under then existing practices of the Company.

     Combination of two or more of the benefits provided by (a) through (f) shall be available only to the extent that the Applicable Document, as hereafter defined, does not require that the benefits provided therein must be exclusive of other benefits. The document or law providing for the benefits listed in items (a) through (f) above is called the “Applicable Document” in this Agreement. Company hereby undertakes to assist Indemnitee, in all proper and legal ways, to obtain the benefits selected by Indemnitee under items (a) through (f) above.

2. Insurance. The Company shall maintain directors’ and officers’ liability insurance for so long as Indemnitee’s services are covered hereunder, provided and to the extent that such insurance is available on a commercially reasonable basis. However, the Company agrees that the provisions hereof shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made under an insurance policy shall reduce the obligations of the Company hereunder.

3. Payment Of Expenses. At Indemnitee’s request, the Company shall pay the Expenses as and when incurred by Indemnitee upon receipt of an undertaking in the form of Exhibit II attached hereto by or on behalf of Indemnitee to repay such amounts so paid on his behalf if it shall ultimately be determined under the Applicable Document that he is not entitled to be indemnified by the Company for such Expenses. That portion of Expenses which represents attorneys’ fees and other costs incurred in defending any Proceeding shall be paid by the Company within thirty (30) days of its receipt of such request, together with such reasonable documentation evidencing the amount and nature of such Expenses as the Company shall require, subject to its also receiving such undertaking.

4. Escrow. The Company shall dedicate up to an aggregate of $2 million as collateral security for the funding of its obligations hereunder and under similar agreements with other directors, officers, employees and agents by depositing assets or bank letters of credit in escrow in the dedicated amount (the “Escrow Reserve”); provided, however, that the terms of any such Escrow Reserve may provide that the cash, securities or letter of credit available therefore shall only be utilized for the indemnification or advancement of expenses provided for herein in the event that there shall have occurred within the preceding five years a Change in Control of the Company, as defined below. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred if:

2

     (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Company or any Subsidiary, (b) by any employee benefit plan sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (d) pursuant to a Non-Control Transaction (as defined in paragraph (iii));

     (ii) individuals who, on July 3, 2010, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 3, 2010, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

     (iii) there is consummated a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”), unless immediately following such Business Combination: (a) more than 60% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities) eligible to elect directors of such corporation is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (b) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the corporation resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (a), (b) and (c) shall be deemed to be a “Non-Control Transaction”);

3

     (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or

     (v) the Company consummates a direct or indirect sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries.

     Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

     For the purposes of this definition of “Change in Control” the term “Board” shall mean the Board of Directors of the Company and the term “Subsidiary” shall mean any entity of which the Company owns or controls, either directly or indirectly, 50% or more of the outstanding shares of stock normally entitled to vote for the election of directors or of comparable equity participation and voting power.

5. Additional Rights. The indemnification provided in this Agreement shall not be deemed exclusive of any other indemnification or rights to which Indemnitee may be entitled and shall continue after Indemnitee has ceased to occupy a position as an officer, director, employee, or agent as described in Paragraph 1 above with respect to Proceedings relating to or arising out of Indemnitee’s acts or omissions during his service in such position.

6. Notice to Company. Indemnitee shall provide to the Company prompt written notice of any proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder. Indemnitee shall not make any admission or effect any settlement without the Company’s written consent unless Indemnitee shall have determined to undertake his own defense in such matter and has waived the benefits of this Agreement. The Company shall not settle any Proceeding to which Indemnitee is a party in any manner which would impose any penalty on Indemnitee without his written consent. Neither Indemnitee nor the Company will unreasonably withhold consent to any proposed settlement. Indemnitee shall cooperate to the extent reasonably possible with the Company and/or its insurers, in attempts to defend and/or settle such Proceeding.

7. Assumption of Defense. Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume Indemnitee’s defense in any Proceeding, with counsel mutually satisfactory to Indemnitee and the Company. After notice from the Company to Indemnitee of the Company’s election so to assume such defense, the Company will not be liable to Indemnitee under this Agreement for Expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to

4

employ counsel in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at Indemnitee’s expense unless:

     (a) The employment of counsel by Indemnitee has been authorized by the Company;

     (b) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Indemnitee and the Company in the conduct of the defense of such Proceeding; or

     (c) The Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of Indemnitee in any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

8. Arbitration and Enforcement. In the event that any dispute or controversy shall arise between Indemnitee and the Company with respect to whether the Indemnitee is entitled to indemnification in connection with any Proceeding or with respect to the amount of Expenses incurred, such dispute or controversy shall be submitted by the parties to binding arbitration before a single arbitrator at Melbourne, Florida. If the parties cannot agree on a designated arbitrator 15 days after arbitration is requested in writing by either of them, the arbitration shall proceed before an arbitrator appointed by the American Arbitration Association and under the rules then in effect of that Association. The award shall be rendered in such form that judgment may be entered thereon in any court having jurisdiction thereof. The prevailing party shall be entitled to prompt reimbursement of any costs and expenses (including, without limitation, reasonable attorney’s fees) incurred in connection with such arbitration.

9. Exclusions. No indemnification, reimbursement or payment shall be required of the Company hereunder:

     (a) With respect to any claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to have acted with bad faith, willful misfeasance, or willful disregard of his duties, except to the extent that such court shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper; or

     (b) With respect to any obligation of Indemnitee under Section 16(b) of the Exchange Act.

10. Extraordinary Transactions The Company covenants and agrees that, in the event of any merger, consolidation or reorganization in which the Company is not the surviving entity, any sale of all or substantially all of the assets of the Company or any liquidation of the Company (each such event is hereinafter referred to as an “extraordinary transaction”), the Company shall use its best efforts to:

     (a) Obtain insurance in Indemnitee’s favor from a reputable insurance carrier in reasonable amounts (if such insurance is available at commercially reasonable rates) for a period of

5

not less than one (1) year from the date of such extraordinary transaction against any liability to which the indemnification provided in this Agreement relates;

     (b) Have the obligations of the Company under this Agreement expressly assumed by the survivor, purchaser or successor, as the case may be, in such extraordinary transaction; or

     (c) Otherwise adequately provide for the satisfaction of the Company’s obligations under this Agreement, in a manner acceptable to Indemnitee.

11. No Personal Liability. Indemnitee agrees that neither the Directors, nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company’s obligations under this Agreement, and Indemnitee shall look solely to the assets of the Company and the escrow referred to in Section 4 hereof for satisfaction of any claims hereunder.

12. Severability. If any provision, phrase, or other portion of this Agreement should be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, and such determination should become final, such provision, phrase or other portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portions of the Agreement enforceable, and the Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as that is possible.

13. Governing Law. The parties hereto agree that this Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware.

14. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be considered to have been duly given if delivered by hand and receipted for by the party to whom the notice, request, demand or other communication shall have been directed, or mailed by registered mail with postage prepaid:

(a) If to the Company, to:	Harris Corporation 1025 West Nasa Boulevard Melbourne, Florida 32919 Attention: Secretary
(b) If to Indemnitee, to:	[NAME] [ADDRESS] [ADDRESS]

15. Termination. This Agreement may be terminated by either party upon not less than sixty (60) days prior written notice delivered to the other party, but such termination shall not in any way diminish the obligations of Company hereunder (including the obligation to maintain the escrow referred to in Section 4 hereof) with respect to Indemnitee’s activities prior to the effective date of termination.

6

     This Agreement is and shall be binding upon and shall inure to the benefits of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

7

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

INDEMNITEE	HARRIS CORPORATION
[NAME] [TITLE]	Howard L. Lance Chairman, President and Chief Executive Officer

Attest:

Scott T. Mikuen 

Secretary 

8

EXHIBIT I

ARTICLE VI.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Company shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company, is or was a director, officer, trustee, member, stockholder, partner, incorporator or liquidator of a Subsidiary of the Company, or serves or served at the request of the Company as a director, officer, trustee, member, stockholder, partner, incorporator or liquidator of or in any other capacity for any other enterprise. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Company promptly upon demand by such person and, if any such demand is made in advance of the final disposition of any such action, suit or proceeding, promptly upon receipt by the Company of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Company. The rights provided to any person by this by-law shall be enforceable against the Company by such person, who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer or in such other capacity as provided above. In addition, the rights provided to any person by this by-law shall survive the termination of such person as any such director, officer, trustee, member, stockholder, partner, incorporator or liquidator and, insofar as such person served at the request of the Company as a director, officer, trustee, member, stockholder, partner, incorporator or liquidator of or in any other capacity for any other enterprise, shall survive the termination of such request as to service prior to termination of such request. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment.

     Notwithstanding anything contained in this Article VI, except for proceedings to enforce rights provided in this Article VI, the Company shall not be obligated under this Article VI to provide any indemnification or any payment or reimbursement of expenses to any director, officer or other person in connection with a proceeding (or part thereof) initiated by such person (which shall not include counterclaims or crossclaims initiated by others) unless the Board of Directors has authorized or consented to such proceeding (or part thereof) in a resolution adopted by the Board.

     For purposes of this by-law, the term “Subsidiary” shall mean any corporation, partnership, limited liability company or other entity in which the Company owns, directly or indirectly, a majority of the economic or voting ownership interest; the term “other enterprise” shall include any corporation, partnership, limited liability company, joint venture, trust, association or other unincorporated organization or other entity and any employee benefit plan; the term “officer,” when used with respect to the Company, shall refer to any officer elected by or appointed pursuant to authority granted by the Board of Directors of the Company pursuant to Article V of these By-Laws, when used with respect to a Subsidiary or other enterprise that is a

9

corporation, shall refer to any person elected or appointed pursuant to the by-laws of such Subsidiary or other enterprise or chosen in such manner as is prescribed by the by-laws of such Subsidiary or other enterprise or determined by the Board of Directors of such Subsidiary or other enterprise, and when used with respect to a Subsidiary or other enterprise that is not a corporation or is organized in a foreign jurisdiction, the term “officer” shall include in addition to any officer of such entity, any person serving in a similar capacity or as the manager of such entity; service “at the request of the Company” shall include service as a director or officer of the Company which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Company.

     To the extent authorized from time to time by the Board of Directors, the Company may provide to (i) any one or more employees and other agents of the Company, (ii) any one or more officers, employees and other agents of any Subsidiary and (iii) any one or more directors, officers, employees and other agents of any other enterprise, rights of indemnification and to receive payment or reimbursement of expenses, including attorneys’ fees, that are similar to the rights conferred in this Article VI on directors and officers of the Company or any Subsidiary or other enterprise. Any such rights shall have the same force and effect as they would have if they were conferred in this Article VI.

     Nothing in this Article VI shall limit the power of the Company or the Board of Directors to provide rights of indemnification and to make payment and reimbursement of expenses, including attorneys’ fees, to directors, officers, employees, agents and other persons otherwise than pursuant to this Article VI.

10

EXHIBIT II

FORM OF UNDERTAKING

     THIS UNDERTAKING has been entered into by _____________________________ (hereinafter “Indemnitee”) pursuant to an Indemnification Agreement dated _____________________________ (the “Indemnification Agreement”) between Harris Corporation (hereinafter “Company”), a Delaware corporation and Indemnitee.

WITNESSETH:

     WHEREAS, pursuant to the Indemnification Agreement, Company agreed to pay Expenses (within the meaning of the Indemnification Agreement) as and when incurred by Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, to which indemnitee was, is, or is threatened to be made a party by reason of facts which include Indemnitee’s being or having been a director, officer or employee of the Company or a person who is serving or has served at the request of the Company as a director, officer, or trustee of another corporation, joint venture, trust or other enterprise;

     WHEREAS, a claim has been asserted against the Indemnitee and the Indemnitee has notified the company thereof in accordance with the terms of Section 6 of the Indemnification Agreement (hereinafter the “Proceeding”);

     WHEREAS, Indemnitee believes that Indemnitee should prevail in this proceeding and it is in the interest of both the Indemnitee and company to defend against the claim against Indemnitee thereunder.

     NOW THEREFORE, Indemnitee hereby agrees that in consideration of Company’s advance payment of Indemnitee’s Expenses incurred prior to a final disposition of the proceeding, Indemnitee hereby undertakes to reimburse the Company for any and all legal fees, costs and expenses paid by Company on behalf of the Indemnitee prior to a final disposition of the Proceeding in the event that Indemnitee is determined under the Applicable Document (within the meaning of the Indemnification Agreement) not to be entitled to indemnification. Such payments or arrangements for payments shall be consummated within ninety (90) days after a determination that Indemnitee is not entitled to indemnification and reimbursement pursuant to the Indemnification Agreement and applicable law.

     IN WITNESS WHEREOF, the undersigned has set his/her hand this ____ day of                                                              ,                     .

Name:
 

11

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Quarter Ended
	October 1,			October 2,
	2010			2009
	(In millions, except ratios)
Earnings:
Net income	$	163.9		$	104.5
Plus: Income Taxes		87.6			56.3
Fixed charges		20.4			19.8
Amortization of capitalized interest		—			—
Less: Interest capitalized during the period		(0.8	)		(0.1	)
Undistributed earnings in equity investments		—			—
	$	271.1		$	180.5
Fixed Charges:
Interest expense	$	17.8		$	18.2
Plus: Interest capitalized during the period		0.8			0.1
Interest portion of rental expense		1.8			1.5
	$	20.4		$	19.8
Ratio of Earnings to Fixed Charges		13.29			9.12

EX-15

Exhibit 15

The Board of Directors and Shareholders of Harris Corporation

     We are aware of the incorporation by reference in the following Registration Statements of Harris Corporation of our report dated October 28, 2010 relating to the unaudited condensed consolidated interim financial statements of Harris Corporation that are included in its Form 10-Q for the quarter ended October 1, 2010:

Form S-8	No. 333-163647	Harris Corporation Retirement Plan
Form S-8	Nos. 33-37969; 33-51171; and 333-07985	Harris Corporation Stock Incentive Plan
Form S-8	No. 333-49006	Harris Corporation 2000 Stock Incentive Plan
Form S-8	No. 333-130124	Harris Corporation 2005 Equity Incentive Plan
Form S-3 ASR	No. 333-159688	Harris Corporation Debt and Equity Securities

/s/ Ernst & Young LLP
Certified Public Accountants

Boca Raton, Florida
October 28, 2010

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Howard L. Lance, Chairman, President and Chief Executive Officer of Harris Corporation, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010 of Harris Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2010	/s/ Howard L. Lance
	Name:	Howard L. Lance
	Title:	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gary L. McArthur, Senior Vice President and Chief Financial Officer of Harris Corporation, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010 of Harris Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2010	/s/ Gary L. McArthur
	Name:	Gary L. McArthur
	Title:	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

     In connection with the filing of the Quarterly Report on Form 10-Q of Harris Corporation (“Harris”) for the fiscal quarter ended October 1, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Howard L. Lance, Chairman, President and Chief Executive Officer of Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Harris as of the dates and for the periods expressed in the Report.

Date: October 28, 2010	/s/ Howard L. Lance
	Name:	Howard L. Lance
	Title:	Chairman, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification
Pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

     In connection with the filing of the Quarterly Report on Form 10-Q of Harris Corporation (“Harris”) for the fiscal quarter ended October 1, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Gary L. McArthur, Senior Vice President and Chief Financial Officer of Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Harris as of the dates and for the periods expressed in the Report.

Date: October 28, 2010	/s/ Gary L. McArthur
	Name:	Gary L. McArthur
	Title:	Senior Vice President and Chief Financial Officer