S-8

TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1.     Plan Information.
	Item 2.     Registrant Information and Employee Plan Annual Plan Information.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3.     Incorporation of Documents by Reference
	Item 4.     Description of Securities.
	Item 5.     Interests of Named Experts and Counsel.
	Item 6.     Indemnification of Directors and Officers.
	Item 7.     Exemption from Registration Claimed.
	Item 8.     Exhibits.
	Item 9.     Undertakings.
Exhibit 4(B) Harris Corp. 2000 Stock Incentive
Exhibit 5 Opinion of Counsel
Exhibit 23(B) Consent of Independent CPA

As filed with the Securities and Exchange Commission on October 31, 2000

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 34-0276860
(I.R.S. Employer
Identification No.)

1025 West NASA Boulevard
Melbourne, Florida
(Address of Principal Executive Offices) 32919
(Zip Code)

HARRIS CORPORATION 2000 STOCK INCENTIVE PLAN
(Full title of the plan)

Scott T. Mikuen
Corporate & Finance Counsel, Assistant Secretary
HARRIS CORPORATION
1025 West NASA Boulevard
Melbourne, Florida 32919
(Name and address of agent for service)

(321) 727-9100
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum
Title of securities	Amount to be		offering price per		aggregate offering		Amount of
to be registered	registered (1)		share (2)		price (2)		registration fee
Common Stock,		10,000,000	$	24.75	$	247,500,000	$	65,340.00
par value $1 per
share
Preferred Stock		10,000,000		N/A		N/A		N/A
Purchase Rights (3)

(1)	In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended this registration statement covers an indeterminate number of shares which may be issuable pursuant to the anti-dilution and adjustment provisions of the Harris Corporation 2000 Stock Incentive Plan.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended. The fee is based on the average of the high and low prices of Harris Corporation’s Common Stock as reported on the New York Stock Exchange Composite Tape on October 25, 2000.
(3)	The Preferred Stock Purchase Rights are attached to and trade with the Common Stock. The value attributable to such Rights, if any, is reflected in the market price of the Common Stock and the registration fee for the Rights is included in the fee for the Common Stock.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information. *

Item 2.     Registrant Information and Employee Plan
                 Annual Plan Information. *

* Information required by Part I to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”), is not required to be filed with the Securities and Exchange Commission (the “Commission”) and is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the explanatory note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

                  The following documents previously filed by Harris Corporation, a Delaware corporation (the “Registrant”), (Exchange Act File No. 1-3863) with the Commission, are incorporated herein by reference and made a part hereof:

1.	The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000, filed with the Commission on August 30, 2000;
2.	The Registrant’s Current Reports on Form 8-K (a) date of event, July 31, 2000, filed with the Commission on July 31, 2000, and (b) date of event, August 31, 2000, filed with the Commission on September 14, 2000 (as amended by a Current Report on Form 8-K/A filed with the Commission on September 18, 2000);
3.	Description of the Registrant’s Common Stock set forth in the Registrant’s Registration Statements pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendment or report filed for the purpose of updating such description; and
4.	Description of the Registrant’s Preferred Stock Purchase Rights set forth in Item 1 of the Registrant’s Registration Statement on Form 8-A filed with the Commission on December 6, 1996.

                  All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered

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hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents.

      Any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

      Harris’ Common Stock is registered under Section 12 of the Exchange Act. The following summary, which describes certain material provisions of Harris’ capital stock, is not complete and is qualified in its entirety by Harris’ Restated Certificate of Incorporation, Bylaws and Rights Agreement, which documents are incorporated by reference as exhibits into this Registration Statement and by applicable provisions of law.

Authorized Capital Stock

      Under Harris’ Restated Certificate of Incorporation, the total number of shares of all classes of stock that Harris has authority to issue is 251,000,000, of which 1,000,000 are shares of preferred stock, without par value (the “Preferred Stock”), and 250,000,000 are shares of Common Stock. 10,000,000 shares of Common Stock have been reserved for issuance under the 2000 Plan. No shares of Preferred Stock have been issued, although shares of Preferred Stock have been reserved for issuance under the Rights Agreement (as defined below).

Common Stock

      The holders of shares of Common Stock are entitled to one vote for each share on all matters voted on by stockholders, and the holders of such shares possess all voting power, except as described below under the headings “Certain Anti-Takeover Provisions of Harris’ Restated Certificate of Incorporation, Bylaws, Rights Agreement and Delaware Law –Provisions of Harris’ Restated Certificate of Incorporation Related to Business Combinations” and “ – Anti-Greenmail Provisions of Harris’ Restated Certificate of Incorporation,” and except as otherwise required by law or provided in any resolution adopted by Harris’ Board of Directors with respect to any series of Preferred Stock. There are no cumulative voting rights, except as described below under the heading “Certain Anti-Takeover Provisions of Harris’ Restated Certificate of Incorporation, Bylaws, Rights Agreement and Delaware Law – Provisions of Harris’ Restated Certificate of Incorporation While There is a 40% Stockholder.” Accordingly, the holders of a majority of shares of Common Stock voting for the election of directors can elect all of the directors, if they choose to do so, subject to any rights of the holders of Preferred Stock to elect directors. Subject to any preferential or other rights of any outstanding series of Preferred Stock

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that may be designated by Harris’ Board of Directors, the holders of shares of Common Stock will be entitled to such dividends as may be declared from time to time by Harris’ Board of Directors from funds available therefor, and upon liquidation will be entitled to receive pro rata all assets of Harris available for distribution to such holders.

Preferred Stock

      Harris’ Board of Directors is authorized without further stockholder approval (except as may be required by applicable law or New York Stock Exchange regulations) to provide for the issuance of shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, designations, preferences and relative, participating, optional and other special rights, and such qualifications, limitations or restrictions, as are stated in the resolution adopted by Harris’ Board of Directors providing for the issuance of such series and as are permitted by the Delaware General Corporation Law. See “Certain Anti-Takeover Provisions of Harris’ Restated Certificate of Incorporation, Bylaws and Rights Agreement and Delaware Law –Preferred Stock.” Should Harris’ Board of Directors elect to exercise this authority, the rights and privileges of holders of shares of Common Stock could be made subject to the rights and privileges of any such series of Preferred Stock. Presently, Harris has no plans to issue any Preferred Stock, except that Harris’ Stockholder Protection Rights Agreement (the “Rights Agreement”) provides for the issuance of shares of participating Preferred Stock under the circumstances specified in the Rights Agreement, upon exercise or exchange of rights (the “Rights”) issued thereunder. See “Certain Anti-Takeover Provisions of Harris’ Restated Certificate of Incorporation, Bylaws and Rights Agreement and Delaware Law – Stockholder Protection Rights Agreement.”

No Preemptive Rights

      No holder of any stock of Harris of any class authorized has any preemptive right to subscribe to any securities of Harris of any kind or class.

Transfer Agent and Registrar

      The Transfer Agent and Registrar for Harris is ChaseMellon Shareholder Services, L.L.C.

Certain Anti-Takeover Provisions of Harris’ Restated Certificate of
Incorporation, Bylaws, Rights Agreement and Delaware Law

      General

      Harris’ Restated Certificate of Incorporation, Harris’ Bylaws, the Rights Agreement and the Delaware General Corporation Law contain certain provisions that could delay or make more difficult an acquisition of control of Harris not approved by Harris’ Board of Directors, whether by means of a tender offer, open market purchases, a proxy contest or otherwise. These provisions have been implemented to enable Harris to conduct its business in a manner that will foster its long-term growth without disruption caused by the threat of a takeover not deemed by

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Harris’ Board of Directors to be in the best interests of Harris and its stockholders. See also “ –Stockholder Protection Rights Agreement.” These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of Harris, although such a proposal, if made, might be considered desirable by a majority of Harris’ stockholders. These provisions also may have the effect of making it more difficult for third parties to cause the replacement of the current management of Harris without the concurrence of Harris’ Board of Directors. Set forth below is a description of the provisions contained in Harris’ Restated Certificate of Incorporation and Bylaws, the Rights Agreement and the Delaware General Corporation Law that could impede or delay an acquisition of control of Harris that Harris’ Board of Directors has not approved. This description is intended as a summary only and is qualified in its entirety by reference to Harris’ Restated Certificate of Incorporation, Harris’ Bylaws and the Rights Agreement, the forms of which are incorporated by reference as exhibits into this Registration Statement, as well as the Delaware General Corporation Law.

      Classified Board of Directors

      Harris’ Restated Certificate of Incorporation provides for Harris’ Board of Directors to be divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of Harris’ Board of Directors will be elected each year. This provision could prevent a party who acquires control of a majority of the outstanding voting stock from obtaining control of Harris’ Board of Directors until the second annual stockholders’ meeting following the date on which the acquiror obtains the controlling stock interest and it could have the effect of discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of Harris, in both cases increasing the likelihood that incumbent directors will retain their positions.

      Number of Directors; Removal; Filling of Vacancies

      Harris’ Restated Certificate of Incorporation and Bylaws provide that the number of directors shall be not less than eight or more than 13, the exact number to be fixed by resolution of Harris’ Board of Directors from time to time. Directors may be removed by stockholders only for cause.

      Harris’ Restated Certificate of Incorporation and Bylaws provide that vacancies on the Board of Directors may be filled only by a majority vote of the remaining directors or by the sole remaining director.

      Stockholder Action

      Harris’ Restated Certificate of Incorporation provides that stockholder action may be taken only at an annual or special meeting of stockholders. Therefore, stockholders may not act by written consent. Harris’ Bylaws provide that special meetings of stockholders may be called only by Harris’ Board of Directors, Chairman of the Board or Chief Executive Officer.

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      Advance Notice for Stockholder Proposals or Nominations at Meetings

      Harris’ Bylaws establish an advance notice procedure for stockholder proposals to be brought before any annual or special meeting of stockholders and for nominations by stockholders of candidates for election as directors at an annual meeting or a special meeting at which directors are to be elected. Subject to any other applicable requirements, including, without limitation, Rule 14a-8 under the Exchange Act, only such business may be conducted at an annual meeting of stockholders as has been (i) specified in the notice of annual meeting given by, or at the direction of Harris’ Board of Directors; (ii) brought before the meeting by, or at the direction of, Harris’ Board of Directors, or (iii) brought by a stockholder who has given Harris’ Secretary timely written notice, in proper form, of the stockholder’s intention to bring that business before the meeting. With respect to a special meeting of the stockholders, only such business may be conducted at the meeting as has been specified in the notice of special meeting. The person presiding at such annual or special meeting has the authority to make such determinations. Only persons who are nominated by, or at the direction of, Harris’ Board of Directors, or who are nominated by a stockholder who has given timely written notice, in proper form, to Harris’ Secretary prior to a meeting at which directors are to be elected will be eligible for election as directors of Harris.

      To be timely, notice of nominations or other business to be brought before any annual meeting must be delivered to Harris’ Secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, that if the annual meeting is not scheduled to be held within a period that commences 30 days before and ends 30 days after such anniversary date, such advance notice shall be given by the later of (i) the close of business on the date 90 days prior to the date of the annual meeting or (ii) the close of business on the tenth day following the date that the annual meeting date is first publicly announced or disclosed. If Harris calls a special meeting of stockholders for the purpose of electing directors, notice of nominations must be delivered to Harris’ Secretary not later than the close of business on the tenth day following the date that the special meeting date and either the names of nominees or the number of directors to be elected is first publicly announced or disclosed.

      Any stockholder who gives notice of a proposal must provide the text of the proposal to be presented, a brief written statement of the reasons why he or she favors the proposal, the stockholder’s name and address, the number and class of all shares of each class of Harris stock owned of record and beneficially by such stockholder, and any material interest the stockholder may have in the proposal (other than as a Harris stockholder).

      The notice of any nomination for election as a director must set forth the name of the nominee, the number and class of all shares of each class of Harris capital stock owned of record and beneficially by the nominee, the information regarding the nominee required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Commission, the signed consent of each nominee to serve as a director if elected, the nominating stockholder’s name and address, and the number and class of shares of Harris stock owned of record and beneficially by such nominating stockholder.

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      Amendments to Bylaws

      Harris’ Bylaws provide that Harris’ Board of Directors or the holders of a majority of the shares of Harris’ capital stock entitled to vote at an annual or special meeting of stockholders have the power to amend, alter, change or repeal Harris’ Bylaws.

      Amendment of the Restated Certificate of Incorporation

      Any proposal to amend, alter, change or repeal any provision of Harris’ Restated Certificate of Incorporation requires approval by the affirmative vote of a majority of the voting power of all of the shares of Harris’ capital stock entitled to vote on such matters, with the exception of certain provisions of Harris’ Restated Certificate of Incorporation that require a vote of 80% or more of such voting power.

      Provisions of Harris’ Restated Certificate of Incorporation Related to Business Combinations

      Harris’ Restated Certificate of Incorporation provides that, in addition to any affirmative vote required by law or any other provision of Harris’ Restated Certificate of Incorporation, “business combinations” (defined generally as mergers, consolidations, sales of substantially all assets, issuances or transfers of securities with a fair market value of more than $1,000,000, and other significant transactions) involving Harris or any Harris subsidiary and involving or proposed by an “interested stockholder” (generally defined for the purposes of this provision as a person who beneficially owns more than 10% of Harris’ outstanding voting capital stock or is an affiliate of Harris and who within the prior two years was such a 10% beneficial owner or who has succeeded to any shares of Harris’ voting capital stock that were owned by an interested stockholder within the prior two years) or an affiliate of an interested stockholder require the approval of at least 80% of Harris’ then outstanding capital stock, voting as a class; provided that business combinations approved by Harris’ continuing directors (as defined) or satisfying certain “fair price” and procedure provisions (generally requiring that stockholders receive consideration at least equal to the highest price paid by the interested stockholders within the prior two years) are not be subject to this requirement. Harris’ Restated Certificate of Incorporation provides that this provision cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80% of Harris’ then outstanding capital stock, voting as a class.

      Anti-Greenmail Provisions of Harris’ Restated Certificate of Incorporation

      Harris’ Restated Certificate of Incorporation provides that any purchase by Harris of shares of its voting capital stock from an “interested shareholder” (generally defined for the purposes of this provision as a person who beneficially owns more than 5% of Harris’ outstanding voting capital stock or is an affiliate of Harris and who within the prior two years was such a 5% beneficial owner or who has succeeded to any shares of Harris’ voting capital stock that were owned by an interested shareholder within the prior two years) at a price higher

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than the market price at the time, other than pursuant to an offer to the holders of all outstanding shares of the class, requires the approval of the percentage of Harris’ then outstanding voting capital stock at least equal to the sum of the percentage held by the interested shareholder plus a majority of the remaining shares, voting as a class. Harris’ Restated Certificate of Incorporation provides that these provisions cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80% of Harris’ then outstanding capital stock, voting as a class.

      Provisions of Harris’ Restated Certificate of Incorporation While There is a 40% Shareholder

      Harris’ Restated Certificate of Incorporation provides that in any election of directors on or after the date on which any “40% shareholder” (generally defined for the purposes of this provision as a person who beneficially owns more than 40% of Harris’ outstanding voting capital stock or is an affiliate of Harris and who within the prior two years was such a 40% beneficial owner or who has succeeded to any shares of Harris’ voting capital stock that were owned by an interested shareholder within the prior two years) becomes a 40% shareholder, and until such time as no 40% shareholder any longer exists, there shall be cumulative voting for election of directors so that any holder of Harris’ voting capital stock will be entitled to as many votes as shall equal the number of directors to be elected multiplied by the number of votes to which the holder would otherwise be entitled and such holder may cast all of such votes for a single director, or distribute such votes among as many candidates as such holder sees fit. In any such election of directors, one or more candidates may be nominated by a majority of Harris’ disinterested directors. With respect to any person so nominated, or nominated by a holder of Harris’ voting capital stock with a market price of at least $100,000, Harris is required to include certain information with respect to such nominees (generally on equal terms with other nominees of Harris’ board of directors and management) in Harris’ proxy or other materials with respect to election of directors. Harris’ Restated Certificate of Incorporation provides that these provisions cannot be amended or repealed, and that any inconsistent provision may not be adopted, without the affirmative vote of at least 80% of Harris’ then outstanding capital stock, voting as a class.

      Preferred Stock

      Harris’ Restated Certificate of Incorporation authorizes Harris’ Board of Directors by resolution to issue one or more series of Preferred Stock and to determine, with respect to any series of Preferred Stock, the terms and rights of such series. Harris believes that the availability of the Preferred Stock provides Harris with increased flexibility in structuring possible future financing and acquisitions and in meeting other corporate needs that might arise. Having such authorized shares available for issuance allows Harris to issue shares of Preferred Stock without the expense and delay of a special stockholders’ meeting. The authorized shares of Preferred Stock, as well as authorized shares of Common Stock, are available for issuance without further action by Harris’ stockholders, unless such action is required by applicable law or the rules of the New York Stock Exchange or any other stock exchange on which Harris’ securities may be listed. Although Harris’ Board of Directors has no intention at the present time of doing so, it does have the power (subject to applicable law) to issue a series of Preferred Stock that could,

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depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, such series of Preferred Stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction. See “Stockholder Protection Rights Agreement” below.

      Stockholder Protection Rights Agreement

      For a description of the terms of Harris’ Rights Agreement, see the description incorporated by reference herein under Item 3 of this Registration Statement.

      Delaware Law

      Under Section 203 of the Delaware General Corporation Law (“Section 203”), certain “business combinations” (defined generally to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries, and transactions that increase the interested stockholder’s percentage ownership of stock) between a publicly held Delaware corporation and an “interested stockholder” (defined generally as those stockholders who become beneficial owners of 15% or more of a Delaware corporation’s voting stock or their affiliates) are prohibited for a three-year period following the date that such stockholder became an interested stockholder, unless (i) the corporation has elected in its certificate of incorporation not to be so governed, (ii) either the business combination or the proposed acquisition of stock resulting in the person becoming an interested stockholder was approved by the board of directors of the corporation before the other party to the business combination became an interested stockholder, (iii) upon consummation of the transaction that made it an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the commencement of the transaction (excluding voting stock owned by officers who are also directors or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan) or (iv) the business combination was approved by the board of directors of the corporation and also ratified by two-thirds of the voting stock that the interested stockholder did not own.

      Under certain circumstances, Section 203 makes it more difficult for a person who would be an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders may elect to exclude a corporation from the restrictions imposed thereunder. Harris’ Restated Certificate of Incorporation does not exclude Harris from restrictions imposed under Section 203. The provisions of Section 203 may encourage companies interested in acquiring Harris to negotiate in advance with Harris’ Board of Directors, because the stockholder approval requirement would be avoided if a majority of the directors then in office approved either the business combination or the transaction that results in the stockholder becoming an interested stockholder. Such provisions also may have the effect of preventing changes in the management of Harris. It is possible that such provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

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Item 5.     Interests of Named Experts and Counsel.

      The validity of the Common Stock covered by this Registration Statement will be passed upon for the Registrant by Scott T. Mikuen, Corporate and Finance Counsel and Assistant Secretary of the Registrant. Mr. Mikuen is eligible to participate in the Harris Corporation 2000 Stock Incentive Plan.

Item 6.     Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law (“DGCL”) permits a corporation to indemnify any person who was, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

      A Delaware corporation may indemnify any person in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person is adjudged to be liable to the corporation in the performance of his or her duty. Where a present or former director or officer has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in the prior paragraph or in this paragraph, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

      The Registrant’s By-Laws provide for indemnification of (among others) the Registrant’s current and former directors and officers to the fullest extent permitted by law. The Registrant’s By-Laws also provide that expenses (including attorneys’ fees) incurred by any such person in defending actions, suits or proceedings shall be paid or reimbursed by the Registrant promptly upon demand.

      As permitted by Section 102(b)(7) the DGCL, the Registrant’s Restated Certificate of Incorporation provides that its directors will not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, which concerns unlawful payment of dividends, stock purchases or redemptions, or (d) for any transaction from which the director derived an improper personal benefit.

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                While the Restated Certificate of Incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate that duty. Accordingly, the Restated Certificate of Incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care. The provisions described in the preceding paragraph apply to an officer of the Registrant only if he or she is a director of the Registrant and is acting in his or her capacity as a director, and do not apply to officers of the Registrant who are not directors.

                As permitted by the DGCL, the Registrant maintains officers’ and directors’ liability insurance which insures against claims and liabilities (with stated exceptions) that officers and directors of the Registrant may incur in such capacities. In addition, the Registrant has entered into indemnification agreements with each of the directors and executive officers pursuant to which each director and executive officer is entitled to be indemnified to the fullest extent allowable under Delaware law.

Item 7.     Exemption from Registration Claimed.

                Not applicable.

Item 8.     Exhibits.

                The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

3(a)	Restated Certificate of Incorporation of Harris Corporation (December 1995), incorporated herein by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.
3(b)	By-Laws of Harris Corporation as in effect December 3, 1999, incorporated herein by reference to Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 1999.
3(c)	Amendment to By-Laws of Harris Corporation, adopted on June 23, 3000, incorporated herein by reference to Exhibit 3(iii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000.
4(a)	Stockholder Protection Rights Agreement, between the Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of December 6, 1996, incorporated herein by reference to Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on December 6, 1996.
4(b)	Harris Corporation 2000 Stock Incentive Plan.

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5	Opinion of Scott T. Mikuen, Corporate & Finance Counsel, Assistant Secretary of the Corporation, as to the validity of the securities registered hereby.
23(a)	Consent of Scott T. Mikuen (included in Opinion in Exhibit 5).
23(b)	Consent of Ernst & Young LLP.
24	Powers of Attorney (included on the signature pages of this Registration Statement).

Item 9.     Undertakings.

                 The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

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(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

14

SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melbourne, State of Florida, on this 27th day of October 2000.

HARRIS CORPORATION

By:   /s/ Bryan R. Roub                  

        Bryan R. Roub
        Senior Vice President-Chief Financial Officer

POWER OF ATTORNEY

                KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints RICHARD L. BALLANTYNE and SCOTT T. MIKUEN, each and individually, his or her attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in any and all capacities, to sign any and all amendments including post-effective amendments, to this Registration Statement and to file the same with the Securities and Exchange Commission, granting unto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each such attorneys-in-fact or agents or their substitutes, may do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Phillip W. Farmer           Phillip W. Farmer	Chairman of the Board, President and Chief Executive Officer and Director (Principal Executive Officer)	October 27, 2000
/s/ Bryan R. Roub           Bryan R. Roub	Senior Vice President-Chief Financial Officer (Principal Financial Officer)	October 27, 2000
/s/ James L. Christie           James L. Christie	Vice President-Controller (Principal Accounting Officer)	October 27, 2000

15

/s/ Alfred C. DeCrane	Director	October 27, 2000
Alfred C. DeCrane
/s/ Ralph D. DeNunzio	Director	October 27, 2000
Ralph D. DeNunzio
/s/ Joseph L. Dionne	Director	October 27, 2000
Joseph L. Dionne
/s/ John T. Hartley	Director	October 27, 2000
John T. Hartley
/s/ Karen Katen	Director	October 27, 2000
Karen Katen
/s/ Stephen P. Kaufman	Director	October 27, 2000
Stephen P. Kaufman
/s/ Gregory T. Swienton	Director	October 27, 2000
Gregory T. Swienton
/s/ Alexander B. Trowbridge	Director	October 27, 2000
Alexander B. Trowbridge

16

INDEX TO EXHIBITS

Exhibit No.

3(a)	Restated Certificate of Incorporation of Harris Corporation (December 1995), incorporated herein by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.
3(b)	By-Laws of Harris Corporation as in effect December 3, 1999, incorporated herein by reference to Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 1999.
3(c)	Amendment to By-Laws of Harris Corporation, adopted on June 23, 3000, incorporated herein by reference to Exhibit 3(iii) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000.
4(a)	Stockholder Protection Rights Agreement, between the Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of December 6, 1996, incorporated herein by reference to Exhibit 1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 1996.
4(b)	Harris Corporation 2000 Stock Incentive Plan.
5	Opinion of Scott T. Mikuen, Corporate & Finance Counsel, Assistant Secretary of the Corporation, as to the validity of the securities registered hereby.
23(a)	Consent of Scott T. Mikuen (included in Opinion at Exhibit 5).
23(b)	Consent of Ernst & Young LLP.
24	Powers of Attorney (included on the signature pages of this Registration Statement).

17 EX-4.B 2 l84307aex4-b.txt EXHIBIT 4(B) HARRIS CORP. 2000 STOCK INCENTIVE 1 Exhibit 4(b) HARRIS CORPORATION 2000 STOCK INCENTIVE PLAN 1. PURPOSE OF THE PLAN. The purpose of the Harris Corporation 2000 Stock Incentive Plan is to promote the long-term growth and performance of Harris Corporation and its Affiliates and to increase shareholder value by providing long-term incentive awards to officers, directors, employees, and consultants. The Plan is designed to: (i) encourage stock ownership by Participants to further align their interest with other shareholders in increasing the value of the Corporation; and (ii) assist in the attraction and retention of outstanding individuals by awarding performance-based stock awards, restricted stock, stock options, stock appreciation rights and/or other stock-based awards. 2. DEFINITIONS. The following definitions are applicable to the Plan: "AFFILIATE" means any entity that is directly or indirectly controlled by the Corporation or any entity in which the Corporation has a significant ownership interest, as determined by the Board Committee. "AWARD" means the grant of Options, Performance Shares, Restricted Stock, Stock Appreciation Rights or other Share-based awards under the Plan. "AWARD AGREEMENT" means any written or electronic agreement between the Corporation and a Participant or other instrument or document evidencing the terms and conditions of an Award and includes any Performance Share Award Agreement, Restricted Stock Award Agreement, Stock Option Agreement and Stock Appreciation Rights Agreement. An Award Agreement may, but need not be required to be signed by a Participant. "BOARD" means the Board of Directors of the Corporation. "BOARD COMMITTEE" means a committee of the Board designated by the Board to administer the Plan which shall be comprised solely of Outside Directors and which shall satisfy any applicable legal requirements, including the requirements of Rule 16b-3 promulgated by the Commission under the Securities Exchange Act of 1934, as amended from time to time, or under any successor rule adopted by the Commission and Section 162(m) of the Code, and to the extent the Board Committee delegates authority to one or more individuals in accordance with the Plan, such individual(s). "CHANGE OF CONTROL" shall have the meaning set forth in Section 11 of the Plan. 1 2 "CODE" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. A reference to any provision of the Code shall include references to any successor provision of the Code. "COMMISSION" means the Securities and Exchange Commission or any successor thereto. "COMMON STOCK" means the common stock of the Corporation, $1.00 par value per share, or such other class of shares or securities as to which the Plan may be applicable pursuant to Section 3.2 of the Plan. "CONSULTANT" means any person, including an advisor, engaged by the Corporation or a Subsidiary to render services to such entity, or any person who is an advisor, director, or consultant of an Affiliate. "CORPORATION" means Harris Corporation, a Delaware corporation. "DIRECTOR" means a member of the Board. "EMPLOYEE" means a regular, full-time or part-time employee of the Corporation, any Subsidiary or any Affiliate, including any Executive Officers (whether or not a Director), who is treated as an employee in the personnel records of the Corporation or its Subsidiaries or Affiliates for the relevant period, but shall exclude individuals who are classified by the Corporation, its Subsidiaries, or Affiliates as (i) leased or otherwise employed by a third party; (ii) independent contractors; or (iii) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation, or otherwise. "EXECUTIVE OFFICER" means any Participant the Board has designated as an executive officer of the Corporation for purposes of reporting under Section 16 of the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto. "FAIR MARKET VALUE" means the closing price of the Common Stock as reported on the New York Stock Exchange consolidated transactions reporting system on the applicable date or, if no such closing price is available on such date, on the preceding day upon which such closing price is available, or if the Common Stock is not traded on the New York Stock Exchange, the closing price of the Common Stock as quoted on the NASDAQ or national stock exchange on which the Common Stock is traded, as reported by such source as the Board Committee shall determine. "GRANT DATE" means the date on which the grant of an Award hereunder becomes effective pursuant to the terms of the related Award or such other date selected by the Board or Board Committee, from time to time, upon which Awards are granted to Participants pursuant to the Plan. "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 2 3 "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an Employee. "NON-QUALIFIED STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option. "OPTION" means an option to purchase shares of Common Stock granted under Sections 7.1 or 10.1 hereof. Options granted under the Plan may be Incentive Stock Options or Non-qualified Stock Options. "OPTION PRICE" means the purchase price of each share of Common Stock under an Option. "OUTSIDE DIRECTOR" means a Director who is not an Employee and who qualifies as (i) a "non-employee director" under Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended from time to time, and (ii) an "outside director" under Section 162(m) of the Code. "PARTICIPANT" means any Employee or Consultant designated to receive an Award under the Plan or any Director receiving an Award under Section 10 of the Plan. "PERFORMANCE GOAL" means a written pre-established goal based upon any of the following criteria: the Corporation's revenue, earnings per share of Common Stock, net income, return on equity, return on capital, return on assets, total shareholder return or cash flow, or any combination thereof. "PERFORMANCE PERIOD" means the period of time established by the Board Committee for achievement of certain objectives under Section 5.1 hereof. "PERFORMANCE SHARE" means any Award granted under Section 5.1 of the Plan. "PERMITTED TRANSFEREE" shall have the meaning set forth in Section 7.4 of the Plan. "PLAN" means this Harris Corporation 2000 Stock Incentive Plan, as hereinafter amended from time to time. "PRIOR PLAN" shall mean the Harris Corporation Stock Incentive Plan, as in effect on the effective date of the Plan. "RESTRICTION PERIOD" means the period of time established by the Board or Board Committee during which certain restrictions as to vesting and as to the sale or other disposition of Shares awarded under the Plan remain in effect under Section 6.1 hereof. "RESTRICTED STOCK" means any Award granted under Section 6.1 of the Plan. "SHARE AWARD" means any Award granted under Section 9 of the Plan. 3 4 "SHARES" means shares of Common Stock, subject to adjustments made under Section 3.2 or by operation of law. "STOCK APPRECIATION RIGHTS" or "SARs" means the right to receive a cash payment or Shares from the Corporation equal to the excess of the Fair Market Value of a stated number of Shares of Common Stock at the exercise date over a fixed price for such Shares which is granted under Section 8.1 of the Plan. "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter existing as defined in Section 424(f) of the Code. "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in substitution for outstanding awards previously granted by a company acquired by the Corporation or with which the Corporation combines. "UNITS" means units under share-based Awards that are payable solely in cash, determined by reference to the number of Shares by which the share-based award is measured. 3. SHARES AND UNITS SUBJECT TO PLAN. 3.1 SHARES AVAILABLE FOR AWARDS. (a) SHARES AVAILABLE. Subject to adjustment as provided in Section 3.2 of the Plan, the maximum aggregate number of Shares with respect to which Awards may be granted under the Plan is Ten Million (10,000,000) Shares; provided that no more than Three Million (3,000,000) of these Shares shall be available for issuance pursuant to Incentive Stock Options under the Plan. Shares to be issued pursuant to the Plan may be authorized and unissued Shares, treasury Shares, or any combination thereof. (b) LIMITS ON PERFORMANCE SHARE AWARDS, RESTRICTED STOCK AWARDS AND OTHER SHARE AWARDS. Subject to adjustment as set forth in Section 3.2 of the Plan, the maximum aggregate number of Shares that may be granted under the Plan in the form of Performance Share Awards, Restricted Stock Awards, or other Share Awards, shall not exceed Two Million Five Hundred Thousand (2,500,000) Shares. (c) REISSUE OF SHARES AND UNITS. Subject to Section 8.2 of the Plan, if any Shares or Units subject to an Award hereunder are forfeited or any such Award otherwise terminates without the issuance of such Shares or Units to a Participant, or becomes unexercisable without having been exercised in full, such Shares or Units, to the extent of any such forfeiture, or termination, shall be available for future grant under the Plan. In addition to the Shares authorized in Section 3.1(a) above, Shares of Common Stock that are forfeited under the Prior Plan or Awards underlying options that are forfeited or not exercised or for any other reason not issued or paid under the Prior Plan, shall be available for issuance under the Plan. Shares that are tendered, whether by physical delivery or by attestation, to the Corporation by a Participant as full or partial payment of the exercise price of any Award or in payment of any applicable withholding 4 5 for federal, state, city, local, or foreign taxes incurred in connection with the exercise or earning of any Award under the Plan or under the Prior Plan shall become available for future grant under the Plan. (d) SUBSTITUTE AWARDS. Any Common Stock or Award issued by the Corporation through the assumption or substitution of outstanding grants from a corporation or entity acquired by or combined with the Corporation shall not reduce the Shares available for Awards under the Plan. 3.2 ADJUSTMENTS. Subject to Section 12 hereof, the maximum aggregate number of Shares which may be awarded under the Plan, the number of Shares subject to outstanding Awards and the grant, exercise price, fixed price or Option Price may be adjusted by the Board Committee to reflect a change in the capitalization of the Corporation, including but not limited to, a stock dividend or split, reverse stock split, repurchase, rights offering, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, spin-off, spin-out or other distribution of assets to shareholders or other similar corporate transaction or event; provided that the number and price of shares subject to outstanding Options granted to Non-employee Directors pursuant to Section 10 hereof and the number of shares subject to future Options to be granted pursuant to Section 10 shall be subject to adjustment only as determined by the Board. To the extent deemed equitable and appropriate by the Board, subject to any required action by shareholders, in any merger, consolidation or reorganization, liquidation, or dissolution, any Award shall pertain to the securities or other property which a holder of the number of Shares covered by the Award would have been entitled to receive in connection with such event. 4. ADMINISTRATION OF PLAN; ELIGIBILITY. 4.1 ADMINISTRATION BY THE BOARD AND BOARD COMMITTEE. (a) POWERS OF BOARD COMMITTEE; DISCRETION. The Plan shall be administered by the Board Committee; provided, however, that the Board shall administer the Plan as it relates to the terms, conditions and grants of Awards to Directors and the Chief Executive Officer and President. The Board Committee shall be responsible for the administration of the Plan including, without limitation, determining (i) which individuals shall receive Awards, (ii) the types of Awards to be made under the Plan, (iii) the number of Shares underlying Awards, and (iv) the other terms and conditions of such Awards. Determinations by the Board Committee under the Plan, including, without limitation, determinations of the Participants, the form, amount, and timing of Awards, the terms and provisions of Awards and the Award Agreements evidencing Awards, need not be uniform and may be made selectively among Participants who receive or are eligible to receive Awards. The Board Committee shall have the full power, discretion and authority to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to prescribe the form of any Award Agreement or instrument executed in connection herewith, and to make all other determinations that it deems necessary or advisable for the administration of the 5 6 Plan. All such interpretations, rules, regulations and determinations shall be conclusive and binding on all persons (including the Corporation and Participants) and for all purposes. (b) BOARD AUTHORITY. If the Board Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Board Committee. (c) DELEGATION. Notwithstanding any provision of the Plan to the contrary, the Board Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other senior members of management as the Board Committee deems appropriate; provided, however, that the Board Committee may not delegate its authority with regard to any Executive Officer or "covered employee" within the meaning of Section 162(m) of the Code. 4.2 ELIGIBILITY. Participants shall be selected, from time to time, by the Board or Board Committee from those Employees or Consultants who, in the opinion of the Board, Board Committee or senior management, have the capacity to contribute to the growth and performance of the Corporation. Incentive Stock Options may be granted only to Employees of the Corporation or any of its Subsidiaries. 5. PERFORMANCE SHARE AWARDS. 5.1 AWARDS. Awards of Shares may be made, from time to time, to such Employees or Consultants as may be selected by the Board Committee. The release of such Shares to the Participant subject to such Awards shall be contingent upon (i) the degree of attainment of the applicable Performance Goals during the Performance Period relative to such objectives as shall be established by the Board Committee and (ii) the expiration of the Performance Period. The Board Committee may determine that Performance Goals for any Participant shall be based upon the attainment of performance goals similar to the Performance Goals, but in whole or in part applied to the results of a business unit of the Corporation. Except as provided in Section 11 hereof and the Performance Share Award Agreement between the Participant and the Corporation, or as otherwise provided or determined by the Board Committee, Shares subject to such Awards under this Section 5.1 shall be released to the Participant only after the expiration of the relevant Performance Period. Each Award under this Section 5.1 shall be evidenced by a Performance Share Award Agreement between the Participant and the Corporation which shall specify the applicable Performance Goals, the Performance Period, any forfeiture conditions and such other terms and conditions as the Board Committee shall determine. The Board Committee shall determine a performance level under which the number of Shares earned may be less than, equal to, or greater than, the number of Shares awarded based upon the Corporation's performance. The Board Committee may adjust the Performance Goals to reflect significant unforeseen events; provided, however, that the Board Committee may not make any such adjustment with respect to any Award of Shares to an individual who is then a "covered employee" as defined pursuant to Section 162(m) of the Code if such adjustment would cause compensation pursuant to such Award of Shares to cease to be performance-based compensation under Section 162(m). Subject to adjustment pursuant to 6 7 Section 3.2 of the Plan, in no event shall the number of Shares to be issued or credited to the Participant at the expiration of the Performance Period exceed 200% of the initial Award. 5.2 PAYOUTS. Upon expiration of the Performance Period, the Corporation shall at its option, cause such Shares as to which a Participant is entitled either (i) to be issued by a certificate registered in the name of the Participant or his designee evidencing the Shares to which the Participant is entitled and release such Shares to the custody of the Participant or (ii) to be credited to an account for the benefit of the Participant maintained by the Corporation's stock transfer agent or its designee. 5.3 RIGHTS AS SHAREHOLDERS. Subject to the provisions of the Performance Share Award Agreement between the Participant and the Corporation and unless otherwise provided or determined by the Board Committee, during the Performance Period Participants may exercise full voting rights with respect to all Shares awarded under Section 5.1 hereof and shall be entitled to receive dividends and other distributions paid with respect to those Shares. 5.4 TRANSFERABILITY OF SHARES. Shares awarded under Section 5.1 of the Plan shall not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise disposed of until such Shares have been issued or credited to the Participant. 5.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee or Consultant, the number of Shares subject of the Award, if any, to which the Participant shall be entitled shall be determined in accordance with the Performance Share Award Agreement between the Participant and the Corporation. All remaining Shares as to which the Participant may not be entitled shall be forfeited subject to such exceptions, if any, authorized by the Board Committee. 5.6 TRANSFER OF EMPLOYMENT. If a Participant transfers employment from one business unit of the Corporation or any of its Subsidiaries or Affiliates to another business unit during a Performance Period, such Participant shall be eligible to receive such number of Shares as the Board Committee may determine based upon such factors as the Board Committee in its sole discretion may deem appropriate. 5.7 INDIVIDUAL SHARE LIMITATION. Subject to adjustment pursuant to Section 3.2 of the Plan, the number of Shares for which a Performance Share Award may be granted to any Participant who is an Executive Officer shall not exceed 100,000 Shares in any fiscal year. 6. RESTRICTED STOCK AWARDS. 6.1 AWARDS. Awards of Shares subject to such restrictions as to vesting and otherwise as the Board Committee shall determine, may be made, from time to time, to such Employees or Consultants as may be selected by the Board Committee. The Board Committee may in its sole discretion at the time of the Award or at any time thereafter provide for the early vesting of such Award prior to the expiration of the Restriction Period. Each Award under this Section 6.1 shall be evidenced by a Restricted Stock Award Agreement between the Participant and the Corporation 7 8 which shall specify the vesting schedule, any rights of acceleration, any forfeiture conditions, and such other terms and conditions as the Board Committee shall determine. 6.2 PAYOUTS. Upon expiration of the Restriction Period, the Corporation shall at its option, cause such Shares as to which a Participant is entitled either (i) to be issued by a stock certificate registered in the name of the Participant or his designee and release such Shares to the custody of the Participant or (ii) to be credited to an account for the benefit of the Participant maintained by the Corporation's stock transfer agent or its designee. 6.3 RIGHTS AS SHAREHOLDERS. Subject to the provisions of the Restricted Stock Award Agreement between the Participant and the Corporation and unless otherwise provided or determined by the Board Committee, during the Restriction Period Participants may exercise full voting rights with respect to all Shares awarded under Section 6.1 hereof and shall be entitled to receive dividends and other distributions paid with respect to those Shares. 6.4 TRANSFERABILITY OF SHARES. Shares awarded under Section 6.1 of the Plan shall not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise disposed of until such Shares have been issued or credited to the Participant. 6.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee or Consultant, the number of Shares subject of the Award, if any, to which the Participant shall be entitled shall be determined in accordance with the Restricted Stock Award Agreement between the Participant and the Corporation. All remaining Shares as to which restrictions apply at the date of termination of employment or consultancy shall be forfeited subject to such exceptions, if any, authorized by the Board Committee. 7. STOCK OPTIONS. 7.1 OPTION GRANTS. Options may be granted, from time to time, to such Employees or Consultants as may be selected by the Board Committee. The Option Price shall be determined by the Board Committee effective on the Grant Date; PROVIDED, HOWEVER, that except in the case of Substitute Awards, such price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. The number of Shares subject to each Option granted to each Participant, the terms of each Option, and any other terms and conditions of an Option granted hereunder shall be determined by the Board Committee, in its sole discretion, effective on the Grant Date; PROVIDED, HOWEVER, that no Option shall be exercisable any later than ten (10) years from the Grant Date. Each Option shall be evidenced by a Stock Option Agreement between the Participant and the Corporation which shall specify the type of Option granted, the Option Price, the term of the Option, the number of Shares to which the Option pertains, the conditions upon which the Option becomes exercisable and such other terms and conditions as the Board Committee shall determine. 7.2 PAYMENT OF OPTION PRICE. No Shares shall be issued upon exercise of an Option until full payment of the Option Price by the Participant. Upon exercise, the Option Price may be paid by (i) delivery of cash and/or in Shares having a Fair Market Value equal to the Option Price 8 9 or (ii) if permitted by the Board Committee, by directing the Corporation to retain Shares otherwise issuable to the Participant under the Plan. 7.3 RIGHTS AS SHAREHOLDERS. Participants shall not have any of the rights of a shareholder with respect to any Shares subject to an Option, unless and until such Shares have been issued upon the proper exercise of such Option. 7.4 TRANSFERABILITY OF OPTIONS. Except as permitted by this Section 7.4, Options granted under the Plan may not be sold, transferred, pledged, assigned, hypothecated or otherwise disposed of other than by will or by the laws of descent and distribution. The Board Committee may, in its discretion, authorize all or a portion of the Options to be granted to a Participant (other than Incentive Stock Options) to be on terms which permit transfer by such Participant to (i) immediate family members of the Participant or to a trust, partnership or limited liability company for the benefit of such immediate family members, (ii) pursuant to domestic relations orders referred to in Rule 16a-12 under the Securities Exchange Act of 1934, as amended from time to time, and (iii) to other transferees permitted by the Board Committee in its discretion (such transferees of a Participant are referred to as "PERMITTED TRANSFEREES") provided that (A) there may be no payment of consideration (other than release of marital rights) for any such transfer, (B) the Stock Option Agreement shall specifically provide for transferability in a manner consistent with this Section, and (C) subsequent transfers of transferred Options shall be prohibited except without consideration for such transfer to the Participant or a Permitted Transferee of the Participant. Following transfer, Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer; the Participant shall remain subject to applicable tax withholding; the events of termination of employment of a Participant shall continue to be applied with respect to the Permitted Transferee; and all other terms of the Option shall remain unchanged. All Options granted to a Participant under the Plan shall be exercisable during the lifetime of such Participant only by such Participant, his agent, guardian or attorney-in-fact or by a Permitted Transferee. 7.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee or Consultant, whether the Options granted hereunder shall be exercisable or not and the other applicable terms and conditions shall be determined in accordance with the Stock Option Agreement between the Participant and the Corporation. 7.6 INDIVIDUAL SHARE LIMITATION. Subject to adjustment pursuant to Section 3.2 of the Plan, the number of Shares for which Options may be granted to any Participant who is an Executive Officer shall not exceed 750,000 Shares over any continuous five-year period, including issuances under the Prior Plan. 7.7 LIMITS ON INCENTIVE STOCK OPTIONS. Notwithstanding the designation of an Option as an Incentive Stock Option, to the extent the aggregate Option Price of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year exceeds $100,000 (or such other amount as determined under the Code), such Options shall be treated as Non-qualified Stock Options. 9 10 7.8 LIMITS ON OPTION REPRICING. Other than in connection with a change in the Corporation's capitalization (as set forth in Section 3.2), Options may not be repriced, replaced, regranted through cancellation or modified without shareholder approval if the effect of such repricing, replacement or regrant or modification would be to reduce the Option Price of such Options. 8. STOCK APPRECIATION RIGHTS. 8.1 SAR GRANTS. Stock Appreciation Rights may be granted, from time to time, to such Employees or Consultants as may be selected by the Board Committee. SARs may be granted at the discretion of the Board Committee either (i) in connection with an Option or (ii) independent of an Option. The price from which appreciation shall be computed shall be established by the Board Committee at the Grant Date; PROVIDED, HOWEVER, that such price shall not be less than one hundred percent (100%) of the Fair Market Value of the number of Shares subject of the grant on the Grant Date. In the event the SAR is granted in connection with an Option, the fixed price from which appreciation shall be computed shall be the Option Price. Each grant of a SAR shall be evidenced by a Stock Appreciation Rights Agreement between the Participant and the Corporation which shall specify the type of SAR granted, the number of SARs, the conditions upon which the SARs vest and such other terms and conditions as the Board Committee shall determine. In no event shall a SAR be exercisable any later than ten (10) years from the Grant Date. 8.2 EXERCISE OF SARS. SARs may be exercised upon such terms and conditions as the Board Committee shall determine; PROVIDED, HOWEVER, that SARs granted in connection with Options may be exercised only to the extent the related Options are then exercisable. Notwithstanding Section 3.1 hereof, upon exercise of a SAR granted in connection with an Option as to all or some of the Shares subject of such Award, the related Option shall be automatically canceled to the extent of the number of Shares subject of the exercise, and such Shares shall no longer be available for grant hereunder. Conversely, if the related Option is exercised as to some or all of the Shares subject of such Award, the related SAR shall automatically be canceled to the extent of the number of Shares of the exercise, and such Shares shall no longer be available for grant hereunder. 8.3 PAYMENT UPON EXERCISE. Upon exercise of a SAR, the holder shall be paid in cash and/or Shares as set forth in the Stock Appreciation Rights Agreement, the excess of the Fair Market Value of the number of Shares subject of the exercise over the fixed price, which in the case of a SAR granted in connection with an Option shall be the Option Price for such Shares. 8.4 RIGHTS OF SHAREHOLDERS. Participants shall not have any of the rights of a shareholder with respect to any Options granted in connection with a SAR until Shares have been issued upon the proper exercise of an Option. 8.5 TRANSFERABILITY OF SARS. Except as permitted by this Section 8.5, SARs granted under the Plan may not be sold, transferred, pledged, assigned, hypothecated or otherwise disposed of other than by will or by the laws of descent and distribution. The Board Committee may, in its discretion, authorize all or a portion of the SARs to be granted to a Participant to be on terms 10 11 which permit transfer by such Participant to Permitted Transferees provided that (A) there may be no payment of consideration (other than release of marital rights) for any such transfer, (B) the Stock Appreciation Rights Agreement shall specifically provide for transferability in a manner consistent with this Section, and (C) subsequent transfers of transferred SARs shall be prohibited except without consideration for such transfer to the Participant or a Permitted Transferee of the Participant. Following transfer, SARs shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer; the Participant shall remain subject to applicable tax withholding; the events of termination of employment of a Participant shall continue to be applied with respect to the Permitted Transferee; and all other terms of the SARs shall remain unchanged. All SARs granted to a Participant under the Plan shall be exercisable during the lifetime of such Participant only by such Participant, his agent, guardian, or attorney-in-fact or by a Permitted Transferee. 8.6 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an Employee or Consultant, whether SARs granted hereunder shall be exercisable or not and the other applicable terms and conditions shall be determined in accordance with the Stock Appreciation Rights Agreement between the Participant and the Corporation. 8.7 INDIVIDUAL SHARE LIMITATION. Subject to adjustment pursuant to Section 3.2 of the Plan, the number of Shares for which SARs may be granted to any Participant who is an Executive Officer shall not exceed 750,000 Shares over any continuous five-year period. 9. OTHER SHARE-BASED AWARDS. Awards of Shares and other awards that are valued in whole or in part by reference to, or are otherwise based on, Shares (including, but not limited to, phantom stock or Units, performance units, bonus stock or similar securities or rights), may be made, from time to time, to such Employees or Consultants as may be selected by the Board Committee. Such Awards may be made alone or in addition to or in connection with any other Award hereunder. The Board Committee may in its sole discretion determine the terms and conditions of any such Award. Each such Award shall be evidenced by an agreement between the Participant and the Corporation which shall specify the number of Shares subject of the Award, any consideration therefor, any vesting or performance requirements and such other terms and conditions as the Board Committee shall determine. The number of shares or Units subject of any Awards under this Section 9 which may be granted to a Participant who is an Executive Officer shall not exceed 100,000 Shares or Units, as the case may be, in any fiscal year, subject to adjustment as set forth in Section 3.2. 10. NON-EMPLOYEE DIRECTORS' OPTIONS. 10.1 GRANTS. (a) INITIAL GRANTS. Each Non-employee Director who is first elected or appointed to the Board shall automatically, subject to adjustment pursuant to Section 3.2 of the Plan, be granted on the date of such election or appointment an Option to purchase 2,000 Shares. All such Options shall be Non-qualified Stock Options. The Option Price shall be one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. 11 12 (b) ANNUAL OPTIONS GRANTS. On the date of the 2000 Annual Meeting of Shareholders and on the date of each Annual Meeting of Shareholders of the Corporation thereafter, each Non-employee Director shall, subject to adjustment pursuant to Section 3.2 of the Plan, automatically be granted an Option to purchase 2,000 Shares. All such Options shall be Non-qualified Stock Options. The Option Price shall be one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date. 10.2 EXERCISE OF OPTIONS. (a) VESTING. Except as set forth in this Section 10, fifty percent (50%) of the total number of Shares subject of an Option granted to a Non-employee Director shall become exercisable on the first anniversary of the date of grant of the year in which the option is granted and twenty-five percent (25%) on the anniversary date of each of the next two succeeding years. The right to purchase Shares which have become exercisable shall be cumulative during the term of the Option. Any Option granted to Non-employee Directors that has been outstanding for more than one (1) year shall immediately become exercisable in full in the event of a Change of Control. (b) TERMINATION OF SERVICE. In the event a Non-employee Director to whom an Option under this Section 10 has been granted shall cease to be a Director (other than by reason of death) each such Option granted under this Section 10 may be exercised during the period following such cessation of service in accordance with its terms provided that in no event shall the Option be exercisable more than ten (10) years after the date of grant. (c) DEATH. In the event of the death of a Non-employee Director, all Options held by such Non-employee Director shall immediately become fully vested and exercisable and shall be exercisable only within the twelve (12) month period following the date of death. Such Options shall be exercisable only by the executor or administrator of the Non-employee Director's estate or by the person or persons to whom the Non-employee Director's rights under the Option shall pass by the Non-employee Director's will or the laws of descent and distribution, provided that in no event shall the Option be exercisable more than ten (10) years after the date of grant. 10.3 PAYMENT OF OPTION PRICE. No Shares shall be issued upon exercise of an Option until full payment of the Option Price therefor by the Non-employee Director. Payment for the Shares may be paid in whole or in part by (i) delivery of cash and/or in Shares having a Fair Market Value equal to the Option Price or (ii) directing the Corporation to retain Shares otherwise issuable to the Participant under the Plan. 10.4 RIGHTS AS SHAREHOLDER. Participants shall not have any of the rights of a Shareholder with respect to any Shares subject to an Option until such Shares have been issued upon the proper exercise of such Option. 11. CHANGE OF CONTROL. 11.1 DEFINITION OF CHANGE OF CONTROL. For purposes hereof, a "change of control" shall be deemed to have occurred if: 12 13 (i) any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (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 of 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 1, 2000, 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, 2000, whose 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 of Directors shall be deemed to be an Incumbent Director; (iii) the consummation of 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 stockholders (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 80% of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any corporation 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 Corporation resulting from such Business Combination, 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"); or 13 14 (iv) the shareholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or the 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 of 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 of control" of the Corporation shall then occur. 11.2 ACCELERATION OF BENEFITS. In the event of a "change of control" of the Corporation, all outstanding Awards shall be paid in such manner and in such amounts as determined by the Board Committee in its sole discretion at the time such Awards are made. 12. AMENDMENT OR TERMINATION OF PLAN. (a) AMENDMENT OR TERMINATION OF PLAN. Until such time as a "change of control" shall have occurred, the Board may amend, suspend or terminate the Plan or any part thereof from time to time, provided that no change may be made which would adversely impair the rights of a Participant whom has received an Award without the consent of said Participant. The Board may not increase the aggregate number of Shares which may be issued under the Plan (other than an increase reflecting a change in capitalization of the Corporation), without the approval of the shareholders of the Corporation, nor may the Board amend the Plan without approval of the shareholders where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934 and Section 162(m) of the Code. After a "change of control," the Board shall no longer have the power to amend, suspend or terminate the Plan or any part thereof. (b) FOREIGN JURISDICTIONS. The Board or the Board Committee may also amend the Plan in such manner as may be necessary so as to have the Plan conform with local rules and regulations in any jurisdiction outside the United States. 13. MISCELLANEOUS. 13.1 RIGHTS OF EMPLOYEES. Nothing in the Plan shall interfere with or limit in any way the right of the Corporation or any of its Subsidiaries or Affiliates to terminate any Participant's employment at any time, nor confer upon any Participant any right to continued employment with the Corporation or any of its Subsidiaries or Affiliates. 13.2 WITHHOLDING FOR TAXES. The Corporation shall have the authority to withhold, or to require a Participant to remit to the Corporation, prior to issuance or delivery of any Shares or cash 14 15 hereunder, an amount sufficient to satisfy federal, state and local tax or withholding requirements associated with any Award. In addition, the Corporation may, in its sole discretion, permit a Participant to satisfy any tax withholding requirements, in whole or in part, by (i) delivering to the Corporation Shares held by such Participant having a Fair Market Value equal to the amount of the tax or (ii) directing the Corporation to retain Shares otherwise issuable to the Participant under the Plan. 13.3 STATUS OF AWARDS. Awards hereunder shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Corporation or any of its Subsidiaries or Affiliates and shall not affect any benefits under any other benefit plan now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation. 13.4 WAIVER OF RESTRICTIONS. The Board Committee may, in its sole discretion, based on such factors as the Board Committee may deem appropriate, waive in whole or in part, any remaining restrictions or vesting requirements in connection with any Award hereunder. 13.5 DELEGATION TO MANAGEMENT. The Board Committee may delegate to one or more officers of the Corporation or a committee of officers the right to grant Awards hereunder to employees who are not Executive Officers or Directors of the Corporation and to cancel or suspend Awards to Employees or Consultants who are not Executive Officers or Directors of the Corporation. 13.6 ADJUSTMENT OF AWARDS. Subject to Section 7.8 and Section 12, the Board Committee shall be authorized to make adjustments in the method of calculating attainment of Performance Goals or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Corporation or its financial statements or changes in applicable laws, regulations or accounting principles; provided, however, that no such adjustment shall adversely impair the rights of any Participant without his or her consent and that any such adjustments shall be made in a manner consistent with Section 162(m) of the Code. The Board Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event the Corporation shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of another corporation or business entity, the Board Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate. 13.7 CONSIDERATION FOR AWARDS. Except as otherwise required in any applicable agreement or by the terms of the Plan, Participants under the Plan shall not be required to make any payment or provide consideration for an Award other than the rendering of services. 13.8 DEFERRAL. Notwithstanding anything contained herein to the contrary, in the event that any Award shall be ineligible for treatment as "other performance based compensation" under Section 162(m) of the Code, the Board Committee, in its sole discretion, shall have the right with respect to any Executive Officer who is in the year any Award hereunder becomes deductible by the 15 16 Corporation, a "covered employee" under Section 162(m) of the Code, to defer, in whole or in part, such Executive Officer's receipt or exercise of such Award until the Executive Officer is no longer a "covered employee" or until such time as shall be determined by the Board Committee, provided that the Board Committee may effect such a deferral only in a situation where the Corporation would be prohibited a deduction under Section 162(m) of the Code and such deferral shall be limited to the portion of the Award that is not deductible. 13.9 GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any agreement governing an Award shall be determined in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof. 13.10 SEVERABILITY. Notwithstanding any other provision or Section of the Plan, if any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Board or the Board Committee, such provision shall be construed or deemed amended to conform to the applicable laws (but only to such extent necessary to comply with such laws), or if it cannot be construed or deemed amended without, in the determination of the Board or the Board Committee, materially altering the intent of the Plan or Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. 13.11 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Corporation or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Corporation or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Corporation or any Affiliate. 13.12 EFFECTIVE DATE AND TERM. (a) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon approval by the shareholders at the Annual Meeting of Shareholders on October 27, 2000. All Awards granted under the Plan must be granted within ten (10) years from its effective date. Any Awards outstanding ten (10) years after the adoption of the Plan may be exercised within the periods prescribed under or pursuant to the Plan. (b) PRIOR PLAN. Upon the effective date of this Plan, no further grants or awards are permitted under the Prior Plan. All grants and awards under the Prior Plan that remain outstanding shall be administered and paid in accordance with the provisions of the Prior Plan. Subject to approval by the shareholders at the Annual Meeting of Shareholders on October 27, 2000, the Options to be granted to Non-employee Directors under Section 10 of the Prior Plan shall instead be granted under Section 10 of the Plan. 16 17 Approved by the Board of Directors the 26th day of August 2000. Attested: /s/ Richard L. Ballantyne ---------------------------------- Corporate Secretary 17 EX-5 3 l84307aex5.txt EXHIBIT 5 OPINION OF COUNSEL 1 Exhibit 5 Harris Corporation 1025 West NASA Boulevard Melbourne, Florida 32919 October 31, 2000 Board of Directors Harris Corporation 1025 West NASA Boulevard Melbourne, Florida 32919 RE: HARRIS CORPORATION 2000 STOCK INCENTIVE PLAN -- REGISTRATION STATEMENT ON FORM S-8 -------------------------------------------- Ladies and Gentlemen: I am Corporate and Finance Counsel of Harris Corporation, a Delaware corporation ("Harris"), and in such capacity have acted as counsel for Harris in connection with the proposed registration under the Securities Act of 1933, as amended, of up to 10,000,000 shares of Harris' Common Stock, par value $1.00 per share (the "Shares"), which may be issued by Harris pursuant to the Harris Corporation 2000 Stock Incentive Plan (the "Plan"). In connection therewith, I have examined such corporate records and other documents and instruments, including the Registration Statement on Form S-8 relating to the Shares (the "Registration Statement"), as I have deemed necessary to express the opinions contained herein. In the examination of such documents and instruments, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to those original documents of all documents submitted to me as certified or photostatic copies. I am admitted to the Bar of the State of New York. The opinions expressed herein are limited in all respects to the Federal laws of the United States of America and the General Corporation Law of the State of Delaware. On the basis of the foregoing examination and review, I am of the opinion that: 1. Harris is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. The Shares have been duly authorized by all necessary corporate action on the part of Harris and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. 2 Board of Directors Harris Corporation Page 2 The opinions expressed herein are rendered only to Harris Corporation in connection with the matters addressed herein and may not be relied upon by any person or entity for any purpose without my prior written consent. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Scott T. Mikuen ----------------------------- Scott T. Mikuen EX-23.B 4 l84307aex23-b.txt EXHIBIT 23(B) CONSENT OF INDEPENDENT CPA 1 Exhibit 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8; No. 333- ) pertaining to the Harris Corporation 2000 Stock Incentive Plan and to incorporation by reference therein of our report dated July 26, 2000, with respect to the consolidated financial statements and schedule of Harris Corporation and its subsidiaries included in Harris Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, as filed with the Securities and Exchange Commission. 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EX-4.B

   1
                                                                    Exhibit 4(b)

                               HARRIS CORPORATION
                            2000 STOCK INCENTIVE PLAN

1.       PURPOSE OF THE PLAN.

         The purpose of the Harris Corporation 2000 Stock Incentive Plan is to
promote the long-term growth and performance of Harris Corporation and its
Affiliates and to increase shareholder value by providing long-term incentive
awards to officers, directors, employees, and consultants. The Plan is designed
to: (i) encourage stock ownership by Participants to further align their
interest with other shareholders in increasing the value of the Corporation; and
(ii) assist in the attraction and retention of outstanding individuals by
awarding performance-based stock awards, restricted stock, stock options, stock
appreciation rights and/or other stock-based awards.

2.       DEFINITIONS.

         The following definitions are applicable to the Plan:

         "AFFILIATE" means any entity that is directly or indirectly controlled
by the Corporation or any entity in which the Corporation has a significant
ownership interest, as determined by the Board Committee.

         "AWARD" means the grant of Options, Performance Shares, Restricted
Stock, Stock Appreciation Rights or other Share-based awards under the Plan.

         "AWARD AGREEMENT" means any written or electronic agreement between the
Corporation and a Participant or other instrument or document evidencing the
terms and conditions of an Award and includes any Performance Share Award
Agreement, Restricted Stock Award Agreement, Stock Option Agreement and Stock
Appreciation Rights Agreement. An Award Agreement may, but need not be required
to be signed by a Participant.

         "BOARD" means the Board of Directors of the Corporation.

         "BOARD COMMITTEE" means a committee of the Board designated by the
Board to administer the Plan which shall be comprised solely of Outside
Directors and which shall satisfy any applicable legal requirements, including
the requirements of Rule 16b-3 promulgated by the Commission under the
Securities Exchange Act of 1934, as amended from time to time, or under any
successor rule adopted by the Commission and Section 162(m) of the Code, and to
the extent the Board Committee delegates authority to one or more individuals in
accordance with the Plan, such individual(s).

         "CHANGE OF CONTROL" shall have the meaning set forth in Section 11 of
the Plan.




                                       1
   2

         "CODE" means the United States Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated thereunder. A
reference to any provision of the Code shall include references to any successor
provision of the Code.

         "COMMISSION" means the Securities and Exchange Commission or any
successor thereto.

         "COMMON STOCK" means the common stock of the Corporation, $1.00 par
value per share, or such other class of shares or securities as to which the
Plan may be applicable pursuant to Section 3.2 of the Plan.

         "CONSULTANT" means any person, including an advisor, engaged by the
Corporation or a Subsidiary to render services to such entity, or any person who
is an advisor, director, or consultant of an Affiliate.

         "CORPORATION" means Harris Corporation, a Delaware corporation.

         "DIRECTOR" means a member of the Board.

         "EMPLOYEE" means a regular, full-time or part-time employee of the
Corporation, any Subsidiary or any Affiliate, including any Executive Officers
(whether or not a Director), who is treated as an employee in the personnel
records of the Corporation or its Subsidiaries or Affiliates for the relevant
period, but shall exclude individuals who are classified by the Corporation, its
Subsidiaries, or Affiliates as (i) leased or otherwise employed by a third
party; (ii) independent contractors; or (iii) intermittent or temporary, even if
any such classification is changed retroactively as a result of an audit,
litigation, or otherwise.

         "EXECUTIVE OFFICER" means any Participant the Board has designated as
an executive officer of the Corporation for purposes of reporting under Section
16 of the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto.

         "FAIR MARKET VALUE" means the closing price of the Common Stock as
reported on the New York Stock Exchange consolidated transactions reporting
system on the applicable date or, if no such closing price is available on such
date, on the preceding day upon which such closing price is available, or if the
Common Stock is not traded on the New York Stock Exchange, the closing price of
the Common Stock as quoted on the NASDAQ or national stock exchange on which the
Common Stock is traded, as reported by such source as the Board Committee shall
determine.

         "GRANT DATE" means the date on which the grant of an Award hereunder
becomes effective pursuant to the terms of the related Award or such other date
selected by the Board or Board Committee, from time to time, upon which Awards
are granted to Participants pursuant to the Plan.

         "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.



                                       2
   3

         "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
Employee.

         "NON-QUALIFIED STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.

         "OPTION" means an option to purchase shares of Common Stock granted
under Sections 7.1 or 10.1 hereof. Options granted under the Plan may be
Incentive Stock Options or Non-qualified Stock Options.

         "OPTION PRICE" means the purchase price of each share of Common Stock
under an Option.

         "OUTSIDE DIRECTOR" means a Director who is not an Employee and who
qualifies as (i) a "non-employee director" under Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, as amended from time to time, and (ii) an
"outside director" under Section 162(m) of the Code.

         "PARTICIPANT" means any Employee or Consultant designated to receive an
Award under the Plan or any Director receiving an Award under Section 10 of the
Plan.

         "PERFORMANCE GOAL" means a written pre-established goal based upon any
of the following criteria: the Corporation's revenue, earnings per share of
Common Stock, net income, return on equity, return on capital, return on assets,
total shareholder return or cash flow, or any combination thereof.

         "PERFORMANCE PERIOD" means the period of time established by the Board
Committee for achievement of certain objectives under Section 5.1 hereof.

         "PERFORMANCE SHARE" means any Award granted under Section 5.1 of the
Plan.

         "PERMITTED TRANSFEREE" shall have the meaning set forth in Section 7.4
of the Plan.

         "PLAN" means this Harris Corporation 2000 Stock Incentive Plan, as
hereinafter amended from time to time.

         "PRIOR PLAN" shall mean the Harris Corporation Stock Incentive Plan, as
in effect on the effective date of the Plan.

         "RESTRICTION PERIOD" means the period of time established by the Board
or Board Committee during which certain restrictions as to vesting and as to the
sale or other disposition of Shares awarded under the Plan remain in effect
under Section 6.1 hereof.

         "RESTRICTED STOCK" means any Award granted under Section 6.1 of the
Plan.

         "SHARE AWARD" means any Award granted under Section 9 of the Plan.




                                       3
   4

         "SHARES" means shares of Common Stock, subject to adjustments made
under Section 3.2 or by operation of law.

         "STOCK APPRECIATION RIGHTS" or "SARs" means the right to receive a cash
payment or Shares from the Corporation equal to the excess of the Fair Market
Value of a stated number of Shares of Common Stock at the exercise date over a
fixed price for such Shares which is granted under Section 8.1 of the Plan.

         "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing as defined in Section 424(f) of the Code.

         "SUBSTITUTE AWARDS" means Awards granted in assumption of, or in
substitution for outstanding awards previously granted by a company acquired by
the Corporation or with which the Corporation combines.

         "UNITS" means units under share-based Awards that are payable solely in
cash, determined by reference to the number of Shares by which the share-based
award is measured.

3.       SHARES AND UNITS SUBJECT TO PLAN.

         3.1      SHARES AVAILABLE FOR AWARDS.

                  (a) SHARES AVAILABLE. Subject to adjustment as provided in
Section 3.2 of the Plan, the maximum aggregate number of Shares with respect to
which Awards may be granted under the Plan is Ten Million (10,000,000) Shares;
provided that no more than Three Million (3,000,000) of these Shares shall be
available for issuance pursuant to Incentive Stock Options under the Plan.
Shares to be issued pursuant to the Plan may be authorized and unissued Shares,
treasury Shares, or any combination thereof.

                  (b) LIMITS ON PERFORMANCE SHARE AWARDS, RESTRICTED STOCK
AWARDS AND OTHER SHARE AWARDS. Subject to adjustment as set forth in Section 3.2
of the Plan, the maximum aggregate number of Shares that may be granted under
the Plan in the form of Performance Share Awards, Restricted Stock Awards, or
other Share Awards, shall not exceed Two Million Five Hundred Thousand
(2,500,000) Shares.

                  (c) REISSUE OF SHARES AND UNITS. Subject to Section 8.2 of the
Plan, if any Shares or Units subject to an Award hereunder are forfeited or any
such Award otherwise terminates without the issuance of such Shares or Units to
a Participant, or becomes unexercisable without having been exercised in full,
such Shares or Units, to the extent of any such forfeiture, or termination,
shall be available for future grant under the Plan. In addition to the Shares
authorized in Section 3.1(a) above, Shares of Common Stock that are forfeited
under the Prior Plan or Awards underlying options that are forfeited or not
exercised or for any other reason not issued or paid under the Prior Plan, shall
be available for issuance under the Plan. Shares that are tendered, whether by
physical delivery or by attestation, to the Corporation by a Participant as full
or partial payment of the exercise price of any Award or in payment of any
applicable withholding






                                       4
   5

for federal, state, city, local, or foreign taxes incurred in connection with
the exercise or earning of any Award under the Plan or under the Prior Plan
shall become available for future grant under the Plan.

                  (d) SUBSTITUTE AWARDS. Any Common Stock or Award issued by the
Corporation through the assumption or substitution of outstanding grants from a
corporation or entity acquired by or combined with the Corporation shall not
reduce the Shares available for Awards under the Plan.

         3.2 ADJUSTMENTS. Subject to Section 12 hereof, the maximum aggregate
number of Shares which may be awarded under the Plan, the number of Shares
subject to outstanding Awards and the grant, exercise price, fixed price or
Option Price may be adjusted by the Board Committee to reflect a change in the
capitalization of the Corporation, including but not limited to, a stock
dividend or split, reverse stock split, repurchase, rights offering,
recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, spin-off, spin-out or other distribution of assets to shareholders or
other similar corporate transaction or event; provided that the number and price
of shares subject to outstanding Options granted to Non-employee Directors
pursuant to Section 10 hereof and the number of shares subject to future Options
to be granted pursuant to Section 10 shall be subject to adjustment only as
determined by the Board. To the extent deemed equitable and appropriate by the
Board, subject to any required action by shareholders, in any merger,
consolidation or reorganization, liquidation, or dissolution, any Award shall
pertain to the securities or other property which a holder of the number of
Shares covered by the Award would have been entitled to receive in connection
with such event.

4.       ADMINISTRATION OF PLAN; ELIGIBILITY.

         4.1      ADMINISTRATION BY THE BOARD AND BOARD COMMITTEE.

                  (a) POWERS OF BOARD COMMITTEE; DISCRETION. The Plan shall be
administered by the Board Committee; provided, however, that the Board shall
administer the Plan as it relates to the terms, conditions and grants of Awards
to Directors and the Chief Executive Officer and President. The Board Committee
shall be responsible for the administration of the Plan including, without
limitation, determining (i) which individuals shall receive Awards, (ii) the
types of Awards to be made under the Plan, (iii) the number of Shares underlying
Awards, and (iv) the other terms and conditions of such Awards. Determinations
by the Board Committee under the Plan, including, without limitation,
determinations of the Participants, the form, amount, and timing of Awards, the
terms and provisions of Awards and the Award Agreements evidencing Awards, need
not be uniform and may be made selectively among Participants who receive or are
eligible to receive Awards.

                           The Board Committee shall have the full power,
discretion and authority to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan, to prescribe the form of any
Award Agreement or instrument executed in connection herewith, and to make all
other determinations that it deems necessary or advisable for the administration
of the





                                       5
   6

Plan. All such interpretations, rules, regulations and determinations shall be
conclusive and binding on all persons (including the Corporation and
Participants) and for all purposes.

                  (b) BOARD AUTHORITY. If the Board Committee does not exist, or
for any other reason determined by the Board, the Board may take any action
under the Plan that would otherwise be the responsibility of the Board
Committee.

                  (c) DELEGATION. Notwithstanding any provision of the Plan to
the contrary, the Board Committee may delegate some or all of its power and
authority hereunder to the Chief Executive Officer or other senior members of
management as the Board Committee deems appropriate; provided, however, that the
Board Committee may not delegate its authority with regard to any Executive
Officer or "covered employee" within the meaning of Section 162(m) of the Code.

         4.2 ELIGIBILITY. Participants shall be selected, from time to time, by
the Board or Board Committee from those Employees or Consultants who, in the
opinion of the Board, Board Committee or senior management, have the capacity to
contribute to the growth and performance of the Corporation. Incentive Stock
Options may be granted only to Employees of the Corporation or any of its
Subsidiaries.

5.       PERFORMANCE SHARE AWARDS.

         5.1 AWARDS. Awards of Shares may be made, from time to time, to such
Employees or Consultants as may be selected by the Board Committee. The release
of such Shares to the Participant subject to such Awards shall be contingent
upon (i) the degree of attainment of the applicable Performance Goals during the
Performance Period relative to such objectives as shall be established by the
Board Committee and (ii) the expiration of the Performance Period. The Board
Committee may determine that Performance Goals for any Participant shall be
based upon the attainment of performance goals similar to the Performance Goals,
but in whole or in part applied to the results of a business unit of the
Corporation. Except as provided in Section 11 hereof and the Performance Share
Award Agreement between the Participant and the Corporation, or as otherwise
provided or determined by the Board Committee, Shares subject to such Awards
under this Section 5.1 shall be released to the Participant only after the
expiration of the relevant Performance Period. Each Award under this Section 5.1
shall be evidenced by a Performance Share Award Agreement between the
Participant and the Corporation which shall specify the applicable Performance
Goals, the Performance Period, any forfeiture conditions and such other terms
and conditions as the Board Committee shall determine. The Board Committee shall
determine a performance level under which the number of Shares earned may be
less than, equal to, or greater than, the number of Shares awarded based upon
the Corporation's performance. The Board Committee may adjust the Performance
Goals to reflect significant unforeseen events; provided, however, that the
Board Committee may not make any such adjustment with respect to any Award of
Shares to an individual who is then a "covered employee" as defined pursuant to
Section 162(m) of the Code if such adjustment would cause compensation pursuant
to such Award of Shares to cease to be performance-based compensation under
Section 162(m). Subject to adjustment pursuant to





                                       6
   7

Section 3.2 of the Plan, in no event shall the number of Shares to be issued or
credited to the Participant at the expiration of the Performance Period exceed
200% of the initial Award.

         5.2 PAYOUTS. Upon expiration of the Performance Period, the Corporation
shall at its option, cause such Shares as to which a Participant is entitled
either (i) to be issued by a certificate registered in the name of the
Participant or his designee evidencing the Shares to which the Participant is
entitled and release such Shares to the custody of the Participant or (ii) to be
credited to an account for the benefit of the Participant maintained by the
Corporation's stock transfer agent or its designee.

         5.3 RIGHTS AS SHAREHOLDERS. Subject to the provisions of the
Performance Share Award Agreement between the Participant and the Corporation
and unless otherwise provided or determined by the Board Committee, during the
Performance Period Participants may exercise full voting rights with respect to
all Shares awarded under Section 5.1 hereof and shall be entitled to receive
dividends and other distributions paid with respect to those Shares.

         5.4 TRANSFERABILITY OF SHARES. Shares awarded under Section 5.1 of the
Plan shall not be sold, exchanged, assigned, transferred, pledged, hypothecated
or otherwise disposed of until such Shares have been issued or credited to the
Participant.

         5.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee or Consultant, the number of Shares subject of the Award, if any, to
which the Participant shall be entitled shall be determined in accordance with
the Performance Share Award Agreement between the Participant and the
Corporation. All remaining Shares as to which the Participant may not be
entitled shall be forfeited subject to such exceptions, if any, authorized by
the Board Committee.

         5.6 TRANSFER OF EMPLOYMENT. If a Participant transfers employment from
one business unit of the Corporation or any of its Subsidiaries or Affiliates to
another business unit during a Performance Period, such Participant shall be
eligible to receive such number of Shares as the Board Committee may determine
based upon such factors as the Board Committee in its sole discretion may deem
appropriate.

         5.7 INDIVIDUAL SHARE LIMITATION. Subject to adjustment pursuant to
Section 3.2 of the Plan, the number of Shares for which a Performance Share
Award may be granted to any Participant who is an Executive Officer shall not
exceed 100,000 Shares in any fiscal year.

6.       RESTRICTED STOCK AWARDS.

         6.1 AWARDS. Awards of Shares subject to such restrictions as to vesting
and otherwise as the Board Committee shall determine, may be made, from time to
time, to such Employees or Consultants as may be selected by the Board
Committee. The Board Committee may in its sole discretion at the time of the
Award or at any time thereafter provide for the early vesting of such Award
prior to the expiration of the Restriction Period. Each Award under this Section
6.1 shall be evidenced by a Restricted Stock Award Agreement between the
Participant and the Corporation





                                       7
   8

which shall specify the vesting schedule, any rights of acceleration, any
forfeiture conditions, and such other terms and conditions as the Board
Committee shall determine.

         6.2 PAYOUTS. Upon expiration of the Restriction Period, the Corporation
shall at its option, cause such Shares as to which a Participant is entitled
either (i) to be issued by a stock certificate registered in the name of the
Participant or his designee and release such Shares to the custody of the
Participant or (ii) to be credited to an account for the benefit of the
Participant maintained by the Corporation's stock transfer agent or its
designee.

         6.3 RIGHTS AS SHAREHOLDERS. Subject to the provisions of the Restricted
Stock Award Agreement between the Participant and the Corporation and unless
otherwise provided or determined by the Board Committee, during the Restriction
Period Participants may exercise full voting rights with respect to all Shares
awarded under Section 6.1 hereof and shall be entitled to receive dividends and
other distributions paid with respect to those Shares.

         6.4 TRANSFERABILITY OF SHARES. Shares awarded under Section 6.1 of the
Plan shall not be sold, exchanged, assigned, transferred, pledged, hypothecated
or otherwise disposed of until such Shares have been issued or credited to the
Participant.

         6.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee or Consultant, the number of Shares subject of the Award, if any, to
which the Participant shall be entitled shall be determined in accordance with
the Restricted Stock Award Agreement between the Participant and the
Corporation. All remaining Shares as to which restrictions apply at the date of
termination of employment or consultancy shall be forfeited subject to such
exceptions, if any, authorized by the Board Committee.

7.       STOCK OPTIONS.

         7.1 OPTION GRANTS. Options may be granted, from time to time, to such
Employees or Consultants as may be selected by the Board Committee. The Option
Price shall be determined by the Board Committee effective on the Grant Date;
PROVIDED, HOWEVER, that except in the case of Substitute Awards, such price
shall not be less than one hundred percent (100%) of the Fair Market Value of a
Share on the Grant Date. The number of Shares subject to each Option granted to
each Participant, the terms of each Option, and any other terms and conditions
of an Option granted hereunder shall be determined by the Board Committee, in
its sole discretion, effective on the Grant Date; PROVIDED, HOWEVER, that no
Option shall be exercisable any later than ten (10) years from the Grant Date.
Each Option shall be evidenced by a Stock Option Agreement between the
Participant and the Corporation which shall specify the type of Option granted,
the Option Price, the term of the Option, the number of Shares to which the
Option pertains, the conditions upon which the Option becomes exercisable and
such other terms and conditions as the Board Committee shall determine.

         7.2 PAYMENT OF OPTION PRICE. No Shares shall be issued upon exercise of
an Option until full payment of the Option Price by the Participant. Upon
exercise, the Option Price may be paid by (i) delivery of cash and/or in Shares
having a Fair Market Value equal to the Option Price




                                       8
   9

or (ii) if permitted by the Board Committee, by directing the Corporation to
retain Shares otherwise issuable to the Participant under the Plan.

         7.3 RIGHTS AS SHAREHOLDERS. Participants shall not have any of the
rights of a shareholder with respect to any Shares subject to an Option, unless
and until such Shares have been issued upon the proper exercise of such Option.

         7.4 TRANSFERABILITY OF OPTIONS. Except as permitted by this Section
7.4, Options granted under the Plan may not be sold, transferred, pledged,
assigned, hypothecated or otherwise disposed of other than by will or by the
laws of descent and distribution. The Board Committee may, in its discretion,
authorize all or a portion of the Options to be granted to a Participant (other
than Incentive Stock Options) to be on terms which permit transfer by such
Participant to (i) immediate family members of the Participant or to a trust,
partnership or limited liability company for the benefit of such immediate
family members, (ii) pursuant to domestic relations orders referred to in Rule
16a-12 under the Securities Exchange Act of 1934, as amended from time to time,
and (iii) to other transferees permitted by the Board Committee in its
discretion (such transferees of a Participant are referred to as "PERMITTED
TRANSFEREES") provided that (A) there may be no payment of consideration (other
than release of marital rights) for any such transfer, (B) the Stock Option
Agreement shall specifically provide for transferability in a manner consistent
with this Section, and (C) subsequent transfers of transferred Options shall be
prohibited except without consideration for such transfer to the Participant or
a Permitted Transferee of the Participant. Following transfer, Options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer; the Participant shall remain subject to
applicable tax withholding; the events of termination of employment of a
Participant shall continue to be applied with respect to the Permitted
Transferee; and all other terms of the Option shall remain unchanged. All
Options granted to a Participant under the Plan shall be exercisable during the
lifetime of such Participant only by such Participant, his agent, guardian or
attorney-in-fact or by a Permitted Transferee.

         7.5 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee or Consultant, whether the Options granted hereunder shall be
exercisable or not and the other applicable terms and conditions shall be
determined in accordance with the Stock Option Agreement between the Participant
and the Corporation.

         7.6 INDIVIDUAL SHARE LIMITATION. Subject to adjustment pursuant to
Section 3.2 of the Plan, the number of Shares for which Options may be granted
to any Participant who is an Executive Officer shall not exceed 750,000 Shares
over any continuous five-year period, including issuances under the Prior Plan.

         7.7 LIMITS ON INCENTIVE STOCK OPTIONS. Notwithstanding the designation
of an Option as an Incentive Stock Option, to the extent the aggregate Option
Price of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year exceeds
$100,000 (or such other amount as determined under the Code), such Options shall
be treated as Non-qualified Stock Options.




                                       9
   10

         7.8 LIMITS ON OPTION REPRICING. Other than in connection with a change
in the Corporation's capitalization (as set forth in Section 3.2), Options may
not be repriced, replaced, regranted through cancellation or modified without
shareholder approval if the effect of such repricing, replacement or regrant or
modification would be to reduce the Option Price of such Options.

8.       STOCK APPRECIATION RIGHTS.

         8.1 SAR GRANTS. Stock Appreciation Rights may be granted, from time to
time, to such Employees or Consultants as may be selected by the Board
Committee. SARs may be granted at the discretion of the Board Committee either
(i) in connection with an Option or (ii) independent of an Option. The price
from which appreciation shall be computed shall be established by the Board
Committee at the Grant Date; PROVIDED, HOWEVER, that such price shall not be
less than one hundred percent (100%) of the Fair Market Value of the number of
Shares subject of the grant on the Grant Date. In the event the SAR is granted
in connection with an Option, the fixed price from which appreciation shall be
computed shall be the Option Price. Each grant of a SAR shall be evidenced by a
Stock Appreciation Rights Agreement between the Participant and the Corporation
which shall specify the type of SAR granted, the number of SARs, the conditions
upon which the SARs vest and such other terms and conditions as the Board
Committee shall determine. In no event shall a SAR be exercisable any later than
ten (10) years from the Grant Date.

         8.2 EXERCISE OF SARS. SARs may be exercised upon such terms and
conditions as the Board Committee shall determine; PROVIDED, HOWEVER, that SARs
granted in connection with Options may be exercised only to the extent the
related Options are then exercisable. Notwithstanding Section 3.1 hereof, upon
exercise of a SAR granted in connection with an Option as to all or some of the
Shares subject of such Award, the related Option shall be automatically canceled
to the extent of the number of Shares subject of the exercise, and such Shares
shall no longer be available for grant hereunder. Conversely, if the related
Option is exercised as to some or all of the Shares subject of such Award, the
related SAR shall automatically be canceled to the extent of the number of
Shares of the exercise, and such Shares shall no longer be available for grant
hereunder.

         8.3 PAYMENT UPON EXERCISE. Upon exercise of a SAR, the holder shall be
paid in cash and/or Shares as set forth in the Stock Appreciation Rights
Agreement, the excess of the Fair Market Value of the number of Shares subject
of the exercise over the fixed price, which in the case of a SAR granted in
connection with an Option shall be the Option Price for such Shares.

         8.4 RIGHTS OF SHAREHOLDERS. Participants shall not have any of the
rights of a shareholder with respect to any Options granted in connection with a
SAR until Shares have been issued upon the proper exercise of an Option.

         8.5 TRANSFERABILITY OF SARS. Except as permitted by this Section 8.5,
SARs granted under the Plan may not be sold, transferred, pledged, assigned,
hypothecated or otherwise disposed of other than by will or by the laws of
descent and distribution. The Board Committee may, in its discretion, authorize
all or a portion of the SARs to be granted to a Participant to be on terms





                                       10
   11

which permit transfer by such Participant to Permitted Transferees provided that
(A) there may be no payment of consideration (other than release of marital
rights) for any such transfer, (B) the Stock Appreciation Rights Agreement shall
specifically provide for transferability in a manner consistent with this
Section, and (C) subsequent transfers of transferred SARs shall be prohibited
except without consideration for such transfer to the Participant or a Permitted
Transferee of the Participant. Following transfer, SARs shall continue to be
subject to the same terms and conditions as were applicable immediately prior to
transfer; the Participant shall remain subject to applicable tax withholding;
the events of termination of employment of a Participant shall continue to be
applied with respect to the Permitted Transferee; and all other terms of the
SARs shall remain unchanged. All SARs granted to a Participant under the Plan
shall be exercisable during the lifetime of such Participant only by such
Participant, his agent, guardian, or attorney-in-fact or by a Permitted
Transferee.

         8.6 TERMINATION OF EMPLOYMENT. If a Participant ceases to be an
Employee or Consultant, whether SARs granted hereunder shall be exercisable or
not and the other applicable terms and conditions shall be determined in
accordance with the Stock Appreciation Rights Agreement between the Participant
and the Corporation.

         8.7 INDIVIDUAL SHARE LIMITATION. Subject to adjustment pursuant to
Section 3.2 of the Plan, the number of Shares for which SARs may be granted to
any Participant who is an Executive Officer shall not exceed 750,000 Shares over
any continuous five-year period.

9.       OTHER SHARE-BASED AWARDS.

         Awards of Shares and other awards that are valued in whole or in part
by reference to, or are otherwise based on, Shares (including, but not limited
to, phantom stock or Units, performance units, bonus stock or similar securities
or rights), may be made, from time to time, to such Employees or Consultants as
may be selected by the Board Committee. Such Awards may be made alone or in
addition to or in connection with any other Award hereunder. The Board Committee
may in its sole discretion determine the terms and conditions of any such Award.
Each such Award shall be evidenced by an agreement between the Participant and
the Corporation which shall specify the number of Shares subject of the Award,
any consideration therefor, any vesting or performance requirements and such
other terms and conditions as the Board Committee shall determine. The number of
shares or Units subject of any Awards under this Section 9 which may be granted
to a Participant who is an Executive Officer shall not exceed 100,000 Shares or
Units, as the case may be, in any fiscal year, subject to adjustment as set
forth in Section 3.2.

10.      NON-EMPLOYEE DIRECTORS' OPTIONS.

         10.1 GRANTS. (a) INITIAL GRANTS. Each Non-employee Director who is
first elected or appointed to the Board shall automatically, subject to
adjustment pursuant to Section 3.2 of the Plan, be granted on the date of such
election or appointment an Option to purchase 2,000 Shares. All such Options
shall be Non-qualified Stock Options. The Option Price shall be one hundred
percent (100%) of the Fair Market Value of the Shares on the Grant Date.




                                       11
   12

                  (b) ANNUAL OPTIONS GRANTS. On the date of the 2000 Annual
Meeting of Shareholders and on the date of each Annual Meeting of Shareholders
of the Corporation thereafter, each Non-employee Director shall, subject to
adjustment pursuant to Section 3.2 of the Plan, automatically be granted an
Option to purchase 2,000 Shares. All such Options shall be Non-qualified Stock
Options. The Option Price shall be one hundred percent (100%) of the Fair Market
Value of the Shares on the Grant Date.

         10.2 EXERCISE OF OPTIONS. (a) VESTING. Except as set forth in this
Section 10, fifty percent (50%) of the total number of Shares subject of an
Option granted to a Non-employee Director shall become exercisable on the first
anniversary of the date of grant of the year in which the option is granted and
twenty-five percent (25%) on the anniversary date of each of the next two
succeeding years. The right to purchase Shares which have become exercisable
shall be cumulative during the term of the Option. Any Option granted to
Non-employee Directors that has been outstanding for more than one (1) year
shall immediately become exercisable in full in the event of a Change of
Control.

                  (b) TERMINATION OF SERVICE. In the event a Non-employee
Director to whom an Option under this Section 10 has been granted shall cease to
be a Director (other than by reason of death) each such Option granted under
this Section 10 may be exercised during the period following such cessation of
service in accordance with its terms provided that in no event shall the Option
be exercisable more than ten (10) years after the date of grant.

                  (c) DEATH. In the event of the death of a Non-employee
Director, all Options held by such Non-employee Director shall immediately
become fully vested and exercisable and shall be exercisable only within the
twelve (12) month period following the date of death. Such Options shall be
exercisable only by the executor or administrator of the Non-employee Director's
estate or by the person or persons to whom the Non-employee Director's rights
under the Option shall pass by the Non-employee Director's will or the laws of
descent and distribution, provided that in no event shall the Option be
exercisable more than ten (10) years after the date of grant.

         10.3 PAYMENT OF OPTION PRICE. No Shares shall be issued upon exercise
of an Option until full payment of the Option Price therefor by the Non-employee
Director. Payment for the Shares may be paid in whole or in part by (i) delivery
of cash and/or in Shares having a Fair Market Value equal to the Option Price or
(ii) directing the Corporation to retain Shares otherwise issuable to the
Participant under the Plan.

         10.4 RIGHTS AS SHAREHOLDER. Participants shall not have any of the
rights of a Shareholder with respect to any Shares subject to an Option until
such Shares have been issued upon the proper exercise of such Option.

11.      CHANGE OF CONTROL.

         11.1 DEFINITION OF CHANGE OF CONTROL. For purposes hereof, a "change of
control" shall be deemed to have occurred if:




                                       12
   13

                  (i) any "person" (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934 (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 of 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 1, 2000, 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, 2000, whose 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 of
Directors shall be deemed to be an Incumbent Director;

                  (iii) the consummation of 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 stockholders (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 80% of the total voting power of the corporation resulting from
such Business Combination (including, without limitation, any corporation 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
Corporation resulting from such Business Combination, 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"); or




                                       13
   14

                  (iv) the shareholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation or the 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 of 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 of control" of the Corporation shall then occur.

         11.2 ACCELERATION OF BENEFITS. In the event of a "change of control" of
the Corporation, all outstanding Awards shall be paid in such manner and in such
amounts as determined by the Board Committee in its sole discretion at the time
such Awards are made.

12.      AMENDMENT OR TERMINATION OF PLAN.

         (a) AMENDMENT OR TERMINATION OF PLAN. Until such time as a "change of
control" shall have occurred, the Board may amend, suspend or terminate the Plan
or any part thereof from time to time, provided that no change may be made which
would adversely impair the rights of a Participant whom has received an Award
without the consent of said Participant. The Board may not increase the
aggregate number of Shares which may be issued under the Plan (other than an
increase reflecting a change in capitalization of the Corporation), without the
approval of the shareholders of the Corporation, nor may the Board amend the
Plan without approval of the shareholders where the absence of such approval
would cause the Plan to fail to comply with Rule 16b-3 under the Securities
Exchange Act of 1934 and Section 162(m) of the Code. After a "change of
control," the Board shall no longer have the power to amend, suspend or
terminate the Plan or any part thereof.

         (b) FOREIGN JURISDICTIONS. The Board or the Board Committee may also
amend the Plan in such manner as may be necessary so as to have the Plan conform
with local rules and regulations in any jurisdiction outside the United States.

13.      MISCELLANEOUS.

         13.1 RIGHTS OF EMPLOYEES. Nothing in the Plan shall interfere with or
limit in any way the right of the Corporation or any of its Subsidiaries or
Affiliates to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continued employment with the Corporation or
any of its Subsidiaries or Affiliates.

         13.2 WITHHOLDING FOR TAXES. The Corporation shall have the authority to
withhold, or to require a Participant to remit to the Corporation, prior to
issuance or delivery of any Shares or cash





                                       14
   15

hereunder, an amount sufficient to satisfy federal, state and local tax or
withholding requirements associated with any Award. In addition, the Corporation
may, in its sole discretion, permit a Participant to satisfy any tax withholding
requirements, in whole or in part, by (i) delivering to the Corporation Shares
held by such Participant having a Fair Market Value equal to the amount of the
tax or (ii) directing the Corporation to retain Shares otherwise issuable to the
Participant under the Plan.

         13.3 STATUS OF AWARDS. Awards hereunder shall not be deemed
compensation for purposes of computing benefits under any retirement plan of the
Corporation or any of its Subsidiaries or Affiliates and shall not affect any
benefits under any other benefit plan now or hereafter in effect under which the
availability or amount of benefits is related to the level of compensation.

         13.4 WAIVER OF RESTRICTIONS. The Board Committee may, in its sole
discretion, based on such factors as the Board Committee may deem appropriate,
waive in whole or in part, any remaining restrictions or vesting requirements in
connection with any Award hereunder.

         13.5 DELEGATION TO MANAGEMENT. The Board Committee may delegate to one
or more officers of the Corporation or a committee of officers the right to
grant Awards hereunder to employees who are not Executive Officers or Directors
of the Corporation and to cancel or suspend Awards to Employees or Consultants
who are not Executive Officers or Directors of the Corporation.

         13.6 ADJUSTMENT OF AWARDS. Subject to Section 7.8 and Section 12, the
Board Committee shall be authorized to make adjustments in the method of
calculating attainment of Performance Goals or in the terms and conditions of
other Awards in recognition of unusual or nonrecurring events affecting the
Corporation or its financial statements or changes in applicable laws,
regulations or accounting principles; provided, however, that no such adjustment
shall adversely impair the rights of any Participant without his or her consent
and that any such adjustments shall be made in a manner consistent with Section
162(m) of the Code. The Board Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem desirable to carry it into effect. In the event
the Corporation shall assume outstanding employee benefit awards or the right or
obligation to make future such awards in connection with the acquisition of
another corporation or business entity, the Board Committee may, in its
discretion, make such adjustments in the terms of Awards under the Plan as it
shall deem appropriate.

         13.7 CONSIDERATION FOR AWARDS. Except as otherwise required in any
applicable agreement or by the terms of the Plan, Participants under the Plan
shall not be required to make any payment or provide consideration for an Award
other than the rendering of services.

         13.8 DEFERRAL. Notwithstanding anything contained herein to the
contrary, in the event that any Award shall be ineligible for treatment as
"other performance based compensation" under Section 162(m) of the Code, the
Board Committee, in its sole discretion, shall have the right with respect to
any Executive Officer who is in the year any Award hereunder becomes deductible
by the





                                       15
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Corporation, a "covered employee" under Section 162(m) of the Code, to defer, in
whole or in part, such Executive Officer's receipt or exercise of such Award
until the Executive Officer is no longer a "covered employee" or until such time
as shall be determined by the Board Committee, provided that the Board Committee
may effect such a deferral only in a situation where the Corporation would be
prohibited a deduction under Section 162(m) of the Code and such deferral shall
be limited to the portion of the Award that is not deductible.

         13.9 GOVERNING LAW. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan and any agreement governing
an Award shall be determined in accordance with the laws of the State of
Delaware, without regard to the conflict of law principles thereof.

         13.10 SEVERABILITY. Notwithstanding any other provision or Section of
the Plan, if any provision of the Plan or any Award is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction or as to any person
or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Board or the Board Committee, such provision shall be
construed or deemed amended to conform to the applicable laws (but only to such
extent necessary to comply with such laws), or if it cannot be construed or
deemed amended without, in the determination of the Board or the Board
Committee, materially altering the intent of the Plan or Award, such provision
shall be stricken as to such jurisdiction, person or Award and the remainder of
the Plan and any such Award shall remain in full force and effect.

         13.11 NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Corporation or any Affiliate and a
Participant or any other person. To the extent that any person acquires a right
to receive payments from the Corporation or any Affiliate pursuant to an Award,
such right shall be no greater than the right of any unsecured general creditor
of the Corporation or any Affiliate.

         13.12    EFFECTIVE DATE AND TERM.

                  (a) EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become
effective upon approval by the shareholders at the Annual Meeting of
Shareholders on October 27, 2000. All Awards granted under the Plan must be
granted within ten (10) years from its effective date. Any Awards outstanding
ten (10) years after the adoption of the Plan may be exercised within the
periods prescribed under or pursuant to the Plan.

                  (b) PRIOR PLAN. Upon the effective date of this Plan, no
further grants or awards are permitted under the Prior Plan. All grants and
awards under the Prior Plan that remain outstanding shall be administered and
paid in accordance with the provisions of the Prior Plan. Subject to approval by
the shareholders at the Annual Meeting of Shareholders on October 27, 2000, the
Options to be granted to Non-employee Directors under Section 10 of the Prior
Plan shall instead be granted under Section 10 of the Plan.




                                       16
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         Approved by the Board of Directors the 26th day of August 2000.

                                              Attested:

                                                  /s/ Richard L. Ballantyne
                                              ----------------------------------
                                              Corporate Secretary












                                       17

EX-5

   1

                                                                       Exhibit 5

                               Harris Corporation
                            1025 West NASA Boulevard
                            Melbourne, Florida 32919

                                                   October 31, 2000


Board of Directors
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida  32919

RE:      HARRIS CORPORATION 2000 STOCK INCENTIVE PLAN
         -- REGISTRATION STATEMENT ON FORM S-8
         --------------------------------------------

Ladies and Gentlemen:

         I am Corporate and Finance Counsel of Harris Corporation, a Delaware
corporation ("Harris"), and in such capacity have acted as counsel for Harris in
connection with the proposed registration under the Securities Act of 1933, as
amended, of up to 10,000,000 shares of Harris' Common Stock, par value $1.00 per
share (the "Shares"), which may be issued by Harris pursuant to the Harris
Corporation 2000 Stock Incentive Plan (the "Plan").

         In connection therewith, I have examined such corporate records and
other documents and instruments, including the Registration Statement on Form
S-8 relating to the Shares (the "Registration Statement"), as I have deemed
necessary to express the opinions contained herein. In the examination of such
documents and instruments, I have assumed the genuineness of all signatures and
the authenticity of all documents submitted to me as originals and the
conformity to those original documents of all documents submitted to me as
certified or photostatic copies.

         I am admitted to the Bar of the State of New York. The opinions
expressed herein are limited in all respects to the Federal laws of the United
States of America and the General Corporation Law of the State of Delaware.

         On the basis of the foregoing examination and review, I am of the
opinion that:

         1. Harris is a corporation duly incorporated and validly existing under
the laws of the State of Delaware.

         2. The Shares have been duly authorized by all necessary corporate
action on the part of Harris and, when issued in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable.


   2


Board of Directors
Harris Corporation
Page 2



         The opinions expressed herein are rendered only to Harris Corporation
in connection with the matters addressed herein and may not be relied upon by
any person or entity for any purpose without my prior written consent.

         I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving this
consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                          Very truly yours,


                                               /s/ Scott T. Mikuen
                                          -----------------------------
                                          Scott T. Mikuen

EX-23.B

   1
                                                                   Exhibit 23(b)


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement (Form
S-8; No. 333- ) pertaining to the Harris Corporation 2000 Stock Incentive Plan
and to incorporation by reference therein of our report dated July 26, 2000,
with respect to the consolidated financial statements and schedule of Harris
Corporation and its subsidiaries included in Harris Corporation's Annual Report
on Form 10-K for the fiscal year ended June 30, 2000, as filed with the
Securities and Exchange Commission.

                                                       Ernst & Young LLP



Jacksonville, Florida
October 31, 2000