8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 26, 2005

HARRIS CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-3863	34-0276860
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1025 West NASA Blvd., Melbourne, Florida		32919
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Compensation Actions Regarding Named Executive Officers

On August 26, 2005, the Management Development and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Harris Corporation (the "Company") or, in the case of such actions with respect to Howard L. Lance, the Company’s Chairman, President and Chief Executive Officer, on August 27, 2005, the Committee, together with the other independent members of the Board (together the "Independent Directors"), took the actions described below.

(a) Performance Share Award Payouts.

The Committee determined performance share award payouts for the three fiscal year performance period ended July 1, 2005, to certain of the Company’s officers and employees, including the executive officers who will be named in the summary compensation table in the proxy statement for the Company’s 2005 Annual Meeting of Shareholders. The payouts for the performance period ended July 1, 2005, together with the dollar v alue of those payouts based on the closing price per share of the Company’s common stock of $31.71 on July 1, 2005, are as follows:

Name; Principal Position; Fiscal 2005 Number of Shares Paid Out and Dollar Value:

Howard L. Lance
Chairman, President and Chief Executive Officer
Fiscal 2005 Payout: N/A*
Fiscal 2005 Dollar value: N/A*

*Not applicable as Mr. Lance joined the Company in January 2003 and did not receive a performance share award in respect of the three fiscal year period ended July 1, 2005.

Bryan R. Roub
Senior Vice President and Chief Financial Officer
Fiscal 2005 Payout: 12,000
Fiscal 2005 Dollar value: $380,520

Robert K. Henry
Senior Vice President and President, Government Communications Systems Division
Fiscal 2005 Payout: 17,280
Fiscal 2005 Dollar value: $547,949

Nick E. Heldreth
Vice President-Human Resources & Corporate Relations
Fiscal 2005 Payout: 7,200
Fiscal 2005 Dollar value: $228,312

Ch ester A. Massari
President, RF Communications Division
Fiscal 2005 Payout: 14,400
Fiscal 2005 Dollar value: $456,624

Performance share award payouts made to the named executive officers were made pursuant to the Company’s 2000 Stock Incentive Plan based on pre-established performance criteria, consisting of the Company’s earnings per share ("EPS") and/or the operating income and return on capital of the Company’s Government Communications Systems and RF Communications divisions, as applicable. Payouts for Messrs. Roub and Heldreth were based on the Company’s EPS results. Payouts for Messrs. Henry and Massari were based on the Company’s EPS results and on the performance of their respective divisions.

Mr. Heldreth retired from the Company effective August 19, 2005. The Company presently expects that Messrs. Lance, Roub, Henry, Massari, and Jeffrey S. Shuman, the Company’s Vice President-Human Resources & Corporate Relations (effective August 15, 2005), will be the Company’s executive officers who will be named in the summary compensation table in the proxy statement for the Company’s 2006 Annual Meeting of Shareholders. Therefore, references to "named executive officers" in the remainder of this Current Report on Form 8-K refer to Messrs. Lance, Roub, Henry, Massari and Shuman. A copy of Mr. Shuman’s Offer Letter, dated July 5, 2005, is filed as Exhibit 10.1 to this Current Report on Form 8-K.

(b) Fiscal 2006 Base Salary Increases.

The Committee or the Independent Directors, as applicable, approved the following annual base salaries for the named executive officers, effective September 3, 2005 (or August 15, 2005 with respect to Mr. Shuman): Howard L. Lance - $925,000; Bryan R. Roub - $410,000; Robert K. Henry- $450,000; Chester A. Massari-$290,000; and Jeffrey S. Shuman - $330,000

(c) Fiscal 2006 Cash Bonus Levels.

The Committee or the Independent Directors, as applicable, approved the minimum, target and maximum cash bonus award levels for the Company’s executive officers, including each of the named executive officers, for fiscal 2006 under the Company’s Annual Incentive Plan, and determined that the performance criteria that will be applied for purposes of fiscal 2006 bonus determinations will include: for Mr. Lance, the Company’s EPS; for Messrs. Roub and Shuman, the Company’s EPS and revenue; and for Messrs. Henry and Massari, the Company’s EPS and the performance of the Company’s Government Communications Systems and RF Communications divisions. The minimum, target and maximum cash bonus award levels for fiscal 2006 are as follows: Howard L. Lance: 0 - $925,000 -$1,850,000; Bryan R. Roub: 0 - $340,000 - $680,000; Robert K. Henry: 0 - $350,000 - $700,000; Chester A. Massari: 0 - $180,000 - 360,000; and Jeffrey S. Shuman: $230,000 - $230,000 - $460,000. The Committee or the Independent Directors, as applicable, may (consistent with the requ irements of Section 162(m) of the Internal Revenue Code) adjust the payouts based upon certain goals and objectives relating to individual performance.

(d) Grants of Stock Options and Performance Share Awards.

The Committee or the Independent Directors, as applicable, approved the grant to each named executive officer of options to purchase shares of the Company’s common stock, which options have a seven year term and have an exercise price equal to $37.19, which is the closing price per share of the Company’s common stock on August 26, 2005, as follows: Howard L. Lance – 175,000 shares; Bryan R. Roub – 62,400 shares; Robert K. Henry – 47,600 shares; Chester A. Massari – 18,300 shares; and Jeffrey S. Shuman – 26,000 shares. The options granted to the named executive officers other than Mr. Shuman vest in increments over a period of three years as follows: 50% vest on June 30, 2006; an additional 25% vest on June 30, 2007; and the final 25% vest on August 26, 2008. The options granted to Mr. Shuman vest in equal increments on each anniversary of the date of grant over a period of three years. The exercise price may be paid in cash and/or shares of the Company’s common stock, or by "cashless exercise'' procedures. The form of Stock Option Agreement Terms and Conditions (as of 8/26/05) for grants under the Harris Corporation 2000 Stock Incentive Plan is filed herewith as Exhibit 10.2 and incorporated herein by reference.

The Committee also approved the grant of performance shares to each named executive officer (other than Bryan R. Roub) for the three fiscal year performance period consisting of fiscal years 2006, 2007 and 2008, including minimum, target and maximum award levels, as follows: Howard L. Lance: 0 - 42,000 - 63,000 shares; Robert K. Henry: 0 - 11,500 - 17,250 shares; Chester A. Massari: 0 - 4,400 - 6,600 shares; and Jeffrey S. Shuman: 0 - 8,500 - 12,750 shares. Payouts of performance share awards will be in shares of th e Company’s common stock based on achievement over the three-year performance period of the performance goals, relating to: cumulative Company EPS and average Company return on capital. Payouts may be adjusted based upon comparisons between the Company’s EPS and return on capital performance and the corresponding results for companies included in Standard and Poor’s 500 and Midcap 400 indices. The actual performance share award payouts with respect to these awards will vary from 0% to 150% of the target number of performance shares indicated above, based on the extent to which the performance goals are attained. All performance shares provide for the payment of dividends to the applicable recipient while the performance shares remain outstanding but have not yet been earned. The form of Performance Share Award Terms and Conditions (as of 8/26/05) for grants under the Harris Corporation 2000 Stock Incentive Plan is filed herewith as Exhibit 10.3 and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 27, 2005, the Board of the Company increased the authorized number of directors constituting the Board from ten to eleven and appointed Terry D. Growcock to the Board. A copy of the press release announcing the appointment of Mr. Growcock is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Mr. Growcock was assigned to the classification of directors with a term ending at the Company’s 2006 Annual Meeting (Class III) to be held in October 2006, at which time he will stand for election for a three-year term. Mr. Growcock also was appointed as a member of the Business Conduct Committee of the Board.

There was no arrangement or understanding between Mr. Growcock and any other persons pursuant to which Mr. Growcock was selected as a director.

Item 9.01 Financial Statements and Exhibits.

c) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

10.1 Offer Letter, dated July 5, 2005, by and between Harris Corporation and Jeffrey S. Shuman.

10.2 Stock Option Agreement Terms and Conditions (as of 8/26/05) for grants under the Harris Corporation 2000 Stock Incentive Plan.

10.3 Performance Share Award Terms and Conditions (as of 8/26/05) for grants under the Harris Corporation 2000 Stock Incentive Plan.

99.1 Press Release, issued by Harris Corporation on August 29, 2005.

SIGNATURES

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

	HARRIS CORPORATION
September 1, 2005	By:	/s/ Bryan R. Roub
		Name: Bryan R. Roub
		Title: Sr. Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Offer Letter, dated July 5, 2005, by and between Harris Corporation and Jeffrey S. Shuman
10.2	Stock Option Agreement Terms and Conditions (as of
10.3	Performance Share Award Terms and Conditions (as of 8/26/05) for grants under the Harris Corporation Stock Incentive Plan
99.1	Press Release, issued by Harris Corporation on August 29, 2005

EX-10.1

Exhibit 10.1

HARRIS CORPORATION LOGO AND LETTERHEAD
1025 West NASA Boulevard
Melbourne, Florida 32919
Phone: 1-321-724-3900
www. harris. com

HOWARD L. LANCE
Chairman, President

and Chief Executive Officer

July 5, 2005

Mr. Jeffrey S. Shuman
12313 Point Field Drive
Fulton, MD 20759

Dear Jeff:

I am pleased to offer you the position of Vice President Human Resources and Corporate Relations. The following summarizes key compensation components of our offer as well as other benefits offered to Corporate Officers:

1. A base salary of $330,000 per year. Your next compensation review will be in August 2006 and annually thereafter.

2. Incentive compensation in the amount of $230,000 for our fiscal year 2006. The payout will be the higher of 100% or the actual Corporate payout.

3. A Stock Option grant of 26,000 shares of Harris stock. This is a non-qualified stock option that will vest in equal installments over three years. The option price will be set at the closing price on your first day of work.

4. A grant of 27,000 Restricted Shares of Harris stock. These shares will vest in equal installments over three years. You will receive dividend equivalent payments and may vote the shares during the restricted period.

5. A Performance Share Award of 8,500 shares for the FY’06-’08 performance cycle. The shares are payable at the completion of the cycle based upon the Management Development and Compensation Committee assessment of performance compared to targets established for the cycle. The Committee will establish the targets at its August 2005 meeting. You will receive dividend equivalent payments and may vote the shares during the award cycle. Performance Share Awards have historically been made annually.

6. Relocation per policy, including: 120 days’ temporary living expenses; $60,000 disruption bonus; and SIRVA home sale assistance. You will also be reimbursed for bi-weekly travel to your current home until such time as you relocate your family.

7. Four weeks’ vacation.

8. Participation in the Harris comprehensive benefit program including family medical and dental coverage, life insurance, executive long-term disability and the Harris Retirement Plan. The Retirement Plan allows you to contribute up to 12% of your

Mr. Jeffrey S. Shulman

July 5, 2005
Page 2

cash compensation on a pre-tax basis. After one year of service, the company will match up to 6% of your contributions on a dollar-per-dollar basis. Harris will also make an annual profit sharing contribution to your retirement account based on company EPS performance compared to targets established by the Management Development and Compensation Committee. You will also be eligible to participate in the Supplemental Executive Retirement Plan (SERP).

9. Three years of base and incentive compensation in the event of change in control.

10. Initiation fee and monthly dues for one family golf or social club membership.

11. Tax planning assistance, subject to a $5,000 annual cap.

12. Financial estate planning, subject to a $5,000 cap for any three calendar year period, and

13. One year of severance benefits (base salary and pro-rated incentive compensation) in the event of a Harris directed termination of employment for other than performance reasons.

Please note that our offer is contingent upon several requirements:

• You must pass a drug test prior to commencing employment;

• You must execute and timely return all forms and other documents required for Harris to complete the employment process, including the enclosed acknowledgement and acceptance;

• You must execute Harris’ standard Employee Agreement prior to commencing employment. A copy of the agreement is enclosed for your review. You will be expected to execute the agreement on your first day of work; and

• You must provide information and documentation sufficient to complete the required I-9 form and to demonstrate that you are able to lawfully work for Harris.

Jeff, I am excited about the prospect of your joining the Harris management team and working together to grow the company. If you have any questions about our offer, please don’t hesitate to contact me, Tim Geoghegan or the contacts Tim has previously provided.

Sincerely,

/s/ Howard L. Lance

Howard L. Lance
Chairman, President and
Chief Executive Officer

Attachment

Jeffrey S. Shuman

Acknowledgement and Acceptance

This offer letter establishes the term of my initial employment with Harris. It constitutes the full, complete and final agreement between Harris and me regarding the terms of my initial employment.

My signature below confirms that I accept this offer of employment made by Harris, as well as the terms and conditions described in the offer. I understand that this offer does not constitute a contract of employment or a guarantee of continued employment for any period.

Accepted and Agreed: _/s/ Jeffrey S. Shuman     Date:      7/7/2005     

Anticipated Start Date: _8-15-2005      

Please return this form to Tim Geoghegan via fax (321.727.9651) or mail:

Tim Geoghegan
Harris Corporation
Mail Stop 11-B
1025 W NASA Blvd.
Melbourne, FL 32919

Exhibit 10.2

HARRIS CORPORATION
2000 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
(AS OF 8/26/05)

1. The Option – Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2000 Stock Incentive Plan (as amended from time to time the “Plan”), Harris Corporation (the “Corporation”) has granted to the Employee a Non-Qualified Stock Option (the “Option”) to purchase such number of shares of Common Stock of the Corporation at the designated price per share as set forth in writing by the Corporation to the Employee. Such grant is subject to the following Terms and Conditions (together with the Corporation’s letter specifying the number of options and exercise price and other terms, the “Agreement”):

(a) Except as set forth in Sections 1(e), 2(b), 2(c), or 2(d), the Option shall not be exercisable to any extent until and unless the Employee shall have remained continuously in the employ of the Corporation until the stock option shall become exercisable. The grant of the Option shall not limit or restrict the Corporation’s rights to terminate the Employee’s employment.

(b) During the lifetime of the Employee, the Option shall be exercisable only by the Employee, and, except as otherwise set forth in Section 2, only while the Employee continues as an Employee of the Corporation.

(c) Notwithstanding any other provision of these Terms and Conditions and the Agreement, the Option shall expire no later than seven years from the grant date (the “Expiration Date”), and shall not be exercisable thereafter.

(d) The Option shall become exercisable as follows:

(i) On and after June 30, 2006 and prior to the end of two years from the grant date, not more than fifty percent of the grant;

(ii) On and after June 30, 2007 and prior to the end of three years from the grant date, not more than seventy-five percent of the grant; and

(iii) After the end of three years from the grant date, one-hundred percent of the grant.

(e) Upon a “change of control” of the Corporation (as defined in Section 11.1 of the Plan) any outstanding Option shall immediately become fully exercisable.

2. Termination of Employment.

(a) Termination of Employment. In the event of termination of employment with the Corporation other than as a result of circumstances described in Sections 2(b), (c), (d), and (e) below, the Option, whether exercisable or not, shall terminate immediately upon termination of employment.

(b) Death. Notwithstanding Section 1(d), in the event of the death of the Employee while employed by the Corporation, the Option shall immediately become fully vested and exercisable and shall be exercisable only within the twelve (12) months following the date of death, but no later than the Expiration Date. In the event of the death of the Employee following termination of or cessation of employment, the Option shall be exercisable only within the twelve (12) months following the date of death, but no later than the Expiration Date and then only to the extent that the Option was exercisable on the day immediately prior to the date of the Employee’s death. Following the death of the Employee, the Option may be exercised only by the executor or administrator of the Employee’s estate or by the person or persons to whom the Employee’s rights under the Option shall pass by the Employee’s will or the laws of descent and distribution.

(c) Disability. In the event of cessation of employment due to disability of the Employee (as determined by the Corporation) while employed by the Corporation, the Option shall be exercisable by the Employee until the Expiration Date and shall, unless Section 2(b) is applicable, continue to become exercisable after such cessation of employment due to disability according to the schedule set forth in Section 1(d).

(d) Retirement. In the event of retirement of the Employee, the Option shall, if the retirement occurs after the Employee has reached age 55 and has ten or more years of full-time service with the Corporation, be exercisable by the Employee until the Expiration Date and only to the extent that the Option was exercisable at the date of such retirement. In the event of retirement of the Employee, the Option shall, if the retirement occurs after the Employee has reached age 62 and has ten or more years of full-time service with the Corporation, be exercisable by the Employee until the Expiration Date and shall, unless Section 2(b) is applicable, continue to become exercisable after such retirement according to the schedule set forth in Section 1(d).

(e) Involuntary Termination. In the event of termination of employment of the Employee by the Corporation other than for Misconduct, the Option shall be exercisable only by the Employee within the three (3) months following such cessation of employment but no later than the Expiration Date and only to the extent that it was exercisable at the date of such cessation of employment. In the event of termination of employment of the Employee by the Corporation for deliberate, willful or gross misconduct (“Misconduct”), as determined by the Corporation, the Option shall immediately terminate.

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

4. Prohibition Against Transfer. The Option and rights granted by the Corporation under these Terms and Conditions and the Agreement are not transferable except to family members or trust by will or by the laws of descent and distribution, provided that the Option may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, the Option may not be assigned, transferred except as aforesaid, pledged or hypothecated, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, or the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect.

5. Employment by Parent, Subsidiary or Successor. For the purpose of these Terms and Conditions and the Agreement, employment by the Corporation, any Subsidiary of or a successor to the Corporation shall be considered employment by the Corporation.

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

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

Exhibit 10.3

HARRIS CORPORATION
2000 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF 8/26/05)

1. Performance Share Award – Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2000 Stock Incentive Plan (as amended from time to time the “Plan”), Harris Corporation (the “Corporation”) has granted to the Employee a Performance Share Award (the “Award”) of such number of shares of Common Stock, $1.00 par value, of the Corporation as set forth and designated in writing by the Corporation to the Employee (the “Stock”). Such Award is subject to the following Terms and Conditions (which together with the Corporation’s letter specifying the number of shares subject of the Award, the Performance Period and the Exhibit related thereto is referred to as the “Agreement”):

(a) For purposes of the Agreement, the “Performance Period” shall be the Performance Period set forth and designated as such in writing by the Corporation to the Employee.

(b) Within two and one-half months of the expiration of the Performance Period and upon the satisfaction of the applicable withholding obligations, the Corporation shall at its option, cause such shares as to which the Employee is entitled pursuant to Section 1(c) hereof either (i) to be issued without restriction by delivery of a stock certificate in the name of the Employee or his or her designee, and the certificate shall be released to the custody of the Employee, or (ii) to be credited without restriction to a book-entry account for the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.

(c) (i) The payout of the Award shall be contingent upon the attainment during the Performance Period of the performance objectives set forth in the goals exhibit delivered to the Employee at the time of the making of the Award (the “Exhibit”). The payout of the Award shall be determined upon the expiration of the Performance Period in accordance with the Exhibit. The final payout determination of the Award will be authorized by the Harris Board of Directors, the Board Committee, or its designee.

(ii) If employment is commenced after July 15^th of the first fiscal year of the Performance Period (such commencement date is referred to as the “Start Date”), the final payout to be made to the Employee determined in accordance with the prior provisions of this Section 1(c) shall be reduced by 1/36^th for each month between July 1 of the first fiscal year of the Performance Period and the Start Date. Only a Start Date prior to the 15^th of a month shall be deemed employment for a full month. Other than with respect to the final payout, the pro-ration pursuant to this Section will not otherwise impact the Award (e.g., the Employee will have full voting rights and will be entitled to receive dividend equivalent payments and other distributions with respect to all Award shares).

(d) Subject to Section 7 hereof, during the Performance Period, the Employee may exercise full voting rights with respect to all shares of Stock subject of the Award and shall be entitled to receive dividends and other distributions paid with respect to such shares. Upon the expiration of the Performance Period, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of shares to which the Employee is entitled pursuant to Section 1(c) hereof.

(e) The number of shares subject of the Award is based upon the assumption that the Employee shall continue to perform substantially the same duties throughout the Performance Period, and such number of shares may be reduced or increased by the Board of Directors or the Board Committee or its designee without formal amendment of the Agreement to reflect a change in duties during the Performance Period.

2. Termination of Employment. Other than in the event of a “change in control” covered in paragraph 5 herein, if the Employee ceases to be an employee of the Corporation or of one of its Subsidiaries or Affiliates prior to the expiration of the Performance Period: (i) for any reason other than death, disability, retirement after age 55 with ten or more years full-time service or involuntary termination of employment of the Employee by the Corporation other than for Misconduct, all shares of Stock awarded to the Employee hereunder shall be forfeited; or (ii) due to (a) death, (b) disability, (c) retirement after the Employee has reached age 55 and has ten or more years of full-time service, or (d) involuntary termination of employment by the Corporation other than for Misconduct, the Employee shall be eligible to receive a pro-rata proportion of the shares of Stock which would have been issued to the Employee under the Award at the end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof, such pro-rata proportion to be measured by a fraction of which the numerator is the number of months of the Performance Period during which the Employee’s employment continued, and the denominator is the full number of months of the Performance Period. For purposes of this Section 2, only employment for 15 days or more of a month shall be deemed employment for a full month. Termination of employment of the Employee by the Corporation for deliberate, willful or gross misconduct, as determined by the Corporation, shall constitute “Misconduct.”

3. Transfer of Employment. If the Employee transfers employment from one business unit of the Corporation or an Affiliate to another business unit or Affiliate during a Performance Period, the Employee shall be eligible to receive the number of shares of Stock determined by the Board of Directors or the Board Committee based upon such factors as the Board of Directors or the Board Committee, as the case may be, in its sole discretion may deem appropriate.

4. Prohibition Against Transfer. Until the expiration of the Performance Period, the Award and the shares of Stock subject of the Award and the rights granted under these Terms and Conditions and the Agreement are nontransferable except to family members or trust by will or by the laws of descent and distribution, provided that the Award and the shares of stock subject of the Award may not be so transferred to family members or trust except as permitted by applicable law or regulations. Without limiting the generality of the foregoing except as aforesaid, the Award and such shares may not be sold, exchanged, assigned, transferred, pledged, hypothecated or otherwise disposed of until the expiration of the Performance Period and issuance of the shares without restriction as set forth in Section 1(c) hereof, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

5. Change in Control. (a) Upon a “change in control” of the Corporation as defined in Section 11.1 of the Plan, the performance objectives shall be conclusively deemed to have been attained. The Award shall be vested immediately prior to the occurrence of a “change in control.” The Award shall be paid to the Employee at the end of the Performance Period, provided however: (i) in the event of death, disability, retirement, or involuntary termination other than for Cause, the Award shall be paid in Stock as soon as practicable; (ii) in the event of resignation or termination for Cause, the Award shall be forfeited; and (iii) in the event of a “change in the Corporation’s capital structure,” at the election of the Employee, the Award shall be paid in Stock or converted and paid in cash. The amount of the cash payment will be an amount equal to the number of shares subject of the Award multiplied by the highest price per share paid in any transaction reported on the New York Stock Exchange Composite Index: (x) during the sixty (60) day period preceding and including the date of a “change in the Corporation’s capital structure;” or (y) during the sixty (60) day period preceding and including the date of “change in control”. An Award in Stock or cash shall be paid as soon as practicable following a “change in the Corporation’s capital structure.”

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

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

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

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

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

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

6. Miscellaneous. These Terms and Conditions and the Agreement (a) shall be binding upon and inure to the benefit of any successor of the Corporation, (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States, and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. No contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986, as amended), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Corporation.

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

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

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

10. Impact of Restatement of Financial Statements upon Awards. If any of the Corporation’s financial statements are restated, resulting from errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Corporation the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Corporation shall effect any such recovery (i) by seeking repayment from the Employee, (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be payable to the Employee under any compensatory plan, program or arrangement maintained by the Corporation, a Subsidiary or any of its Affiliates, (iii) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Corporation’s otherwise applicable compensation practices, or (iv) by any combination of the foregoing or otherwise.

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

Exhibit 99.1

PRESS RELEASE

Harris Corporation Elects Terry D. Growcock
to Its Board of Directors

MELBOURNE, Florida, August 29, 2005 – Harris Corporation (NYSE:HRS) has elected Terry D. Growcock to its Board of Directors.

Growcock, 59, is chairman and chief executive officer of The Manitowoc Company, Inc., a diversified industrial manufacturer of construction cranes, foodservice equipment, and shipbuilding and ship-repair services for government, military, and commercial customers. He joined Manitowoc in 1994 as executive vice president and general manager of Manitowoc Ice; became president of Manitowoc Foodservice Group in 1995 and served in that capacity until his promotion to president, chief executive officer and a member of the Board of Directors in 1998. In October 2002, he was elected chairman of the board of Manitowoc.

“Terry is a seasoned manufacturing executive who has successfully driven growth and profitability at Manitowoc on a global basis,” said Howard L. Lance, Harris chairman, president and chief executive officer. “He is an excellent addition to the Harris board.”

Prior to joining Manitowoc, Growcock served as vice president and general manager of Robertshaw Automotive, a subsidiary of Siebe plc. Previously, he held sales, marketing, and executive positions with Paragon Electric, United Technologies, Universal Nolin and King-Seeley Corporation. He received a B.S. degree in Business Management from the University of St. Francis, Ft. Wayne, Indiana.

Growcock is also a director of Bemis Manufacturing Company and vice chairman of the Wisconsin Manufacturers and Commerce Association, currently serves on the board of the National Association of Manufacturers, and is a member of the advisory council for the Kelley School of Business at Indiana University.

Harris Corporation is an international communications technology company focused on providing assured communications™ products, systems and services for government and commercial customers. The company’s operating divisions serve markets for government communications, tactical radio, broadcast, and microwave systems. Harris provides systems and service to customers in more than 150 countries. Additional information about Harris Corporation is available at www.harris.com.

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Editor’s note: Photo available on request

Contact Information:

Tom Hausman

Harris Corporate Headquarters

tom.hausman@harris.com

321-727-9131