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 24, 2007

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

In meetings held on August 25, 2007 and August 27, 2007, the independent members of the Board of Directors (the "Board") of Harris Corporation (the "Company") approved certain compensation actions with respect to Mr. Lance, the Company’s Chairman, President and Chief Executive Officer. On August 24, 2007, the Management Development and Compensation Committee (the "Committee") of the Board approved certain compensation actions for our other "named executive officers" (as such term is defined in Instruction 4 to Item 5.02 of Form 8-K). The named executive officers will be included in the Summary Compensation table in the Proxy Statement for the Company’s 2007 Annual Meeting of Shareholders.


(1) Fiscal 2007 Cash Annual Incentive Plan Payouts:

Cash incentive payments in respect of fiscal 2007, which fiscal year ended June 29, 2007, were approved under the Company’s Annual Incentive Plan pursuant to performance criteria and other individual priority objectives established early in fiscal 2007. The pre-established performance criteria included earnings per share, revenue and/or segment operating income results. Approved cash incentive payments to the named executive officers were as follows:

Name; Principal Position and Amount of Fiscal 2007 Cash Annual Incentive Plan Payout:

Howard L. Lance
Chairman, President and Chief Executive Officer
$1,550,000

Gary L. McArthur
Vice President and Chief Financial Officer
$298,000

Robert K. Henry
Executive Vice President and Chief Operating Officer
$445,000

Timothy E. Thorsteinson
President, Broadcast Communications Division
$232,000

Jeffrey S. Shuman
Vice President, Human Resources and
Corporate Relations
$283,000

(2) Fiscal 2007 Performance Share Award Payouts:

Performance share award payouts were approved for the named executive officers and were made pursuant to the Company’s 2000 Stock In centive Plan based on pre-established performance criteria, consisting of the Company’s three-year cumulative earnings per share ("EPS") and return on invested capital for each of fiscal 2005, 2006 and 2007 and our relative performance during such three-year performance period compared to companies included in the Standard and Poor’s 500 and Midcap 400 indices. The payouts for the three-year performance period ended June 29, 2007, were as follows:

Name; Principal Position; Fiscal 2007 Number of Shares Paid Out:

Howard L. Lance
Chairman, President and Chief Executive Officer
Fiscal 2007 Number of performance shares paid out: 60,000

Gary L. McArthur
Vice President and Chief Financial Officer
Fiscal 2007 Number of performance shares paid out: 12,000

Robert K. Henry
Executive Vice President and Chief Operating Officer
Fiscal 2007 Number of performance shares paid out: 24,000

Messrs. Shuman and Thorsteinson did not receive a performance share awa rd in respect of the three-year performance period ending June 29, 2007 as they joined the Company following the start of such performance period.

(3) Fiscal 2008 Base Salary:

The following annual base salaries were approved for the named executive officers, effective September 1, 2007: Howard L. Lance – $1,000,000; Gary L. McArthur – $400,000; Robert K. Henry – $545,000; Timothy E. Thorsteinson – $440,000; and Jeffrey S. Shuman – $375,000.

(4) Fiscal 2008 Cash Annual Incentive Plan Target Levels:

Minimum, target and maximum cash incentive award levels were approved for the Company’s executive officers, including each of the named executive officers, for fiscal 2008 under the Company’s Annual Incentive Plan. In addition, the performance criteria that will be applied for purposes of fiscal 2008 incentive award determinations were also approved. For Mr. Lance these performance criteria will include: (a) the Company’s EPS, whi ch will set his maximum cash incentive award payout, (b) the Company’s earnings before income taxes ("EBIT"), (c) the Company’s revenue, and (d) individual priority objectives. For Messrs. McArthur, Henry and Shuman, these performance criteria will include the Company’s EBIT and revenue and for Mr. Thorsteinson, they will include the Company’s EBIT and segment operating income and revenue for the Company’s Broadcast Communications Division. The minimum, target and maximum cash incentive award levels for fiscal 2008 are as follows: Howard L. Lance: 0 - $1,100,000 - $2,200,000; Gary L. McArthur: 0 - $300,000 - $600,000; Robert K. Henry: 0 - $490,000 - $980,000; Timothy E. Thorsteinson: 0 - $300,000 - $600,000; and Jeffrey S. Shuman: 0 - $250,000 - $500,000. The Committee may adjust the payouts for Messrs. McArthur, Henry, Thorsteinson and Shuman upward or downward by up to twenty percent based upon certain objectives relating to individual performance.

(5) Fiscal 200 8 Grants of Stock Options and Performance Share or Performance Share Unit Awards:

Options: Grants of options to purchase shares of the Company’s common stock under the Harris Corporation 2005 Equity Incentive Plan were approved for each named executive officer as follows: Howard L. Lance – 153,000 shares; Gary L. McArthur – 28,800 shares; Robert K. Henry – 49,000 shares; Timothy E. Thorsteinson – 23,700 shares; and Jeffrey S. Shuman – 27,000 shares. Such options have a seven-year term and have an exercise price equal to $58.95, which was the closing price per share of the Company’s common stock on August 24, 2007. The options granted vest in increments over a period of three years as follows: 50% vest on the first anniversary of the grant date; an additional 25% vest on the second anniversary of the grant date; and the final 25% vest on the third anniversary of the grant date. Options were granted to Mr. Lance after the close of business on August 2 7, 2007 and to the other named executive officers on August 24, 2007. The independent directors of the Board elected not to set the exercise price for Mr. Lance’s options at the $58.48 closing price per share of the Company’s common stock on August 27, 2007, but rather to set such exercise price at the higher $58.95 closing price per share of the Company’s common stock on August 24, 2007 in order to maintain uniformity with the exercise prices for the options granted to the other named executive officers. 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 Award Agreement Terms and Conditions (as of June 30, 2007) for the grants made to the named executive officers is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Performance Shares or Performance Share Units: Grants of performance shares or performance share units under the Harris Corporation 2005 Equity Incentive Plan were approved for each named executive officer for the three-year performance period consisting of fiscal years 2008, 2009 and 2010, including minimum, target and maximum award levels, as follows: Howard L. Lance: 0 – 30,600 – 61,200 performance shares; Gary L. McArthur: 0 – 5,800 – 11,600 performance shares; Robert K. Henry: 0 – 9,800 – 19,600 performance shares; Timothy E. Thorsteinson 0 – 4,700 – 9,400 performance share units; and Jeffrey S. Shuman: 0 – 5,400 – 10,800 performance shares. Payouts of performance share or performance share unit awards will be in shares of the Company’s common stock based on achievement over the three-year performance period of the performance goals, relating to: cumulative EBIT and average return on invested capital. Payouts may be adjusted based upon comparisons between the Company’s cumulative EBIT and return on invested capital performance and the corresponding results for companies included in the Standard and Poor’s 500 and Midcap 400 indices. The actual performance share award or performance share unit payouts with respect to these awards will vary from 0% to 200% of the target number of performance shares or performance share units indicated above, based on the extent to which the performance goals are attained. All performance shares or performance share units provide for the payment of cash dividend equivalents to the applicable recipient in an amount equal to the cash dividend payments on our common stock. The form of Performance Share Award Agreement Terms and Conditions (as of June 30, 2007) and Performance Share Unit Award Agreement Terms and Conditions (as of June 30, 2007) for the grants made to the named executive officers are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

(6) Grant of Restricted Stock:

The Committee approved th e grant of 6,000 restricted shares under the Harris Corporation 2005 Equity Incentive Plan to Gary L. McArthur. These restricted shares will vest and the restrictions will terminate on August 24, 2010 provided that Mr. McArthur is still employed by the Company at that time. The restricted shares provide for the payment of dividend equivalents in an amount equal to the cash dividend payments on our common stock. The form of Restricted Stock Award Agreement Terms and Conditions (as of June 30, 2007) is filed as Exhibit 10.4 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

10.1 Form of Stock Option Award Agreement Terms and Conditions (as of June 30, 2007)*;
10.2 Form of Performance Share Award Agreement Terms and Conditions (as of June 30, 2007)*;
10.3 Form of Performance Share Unit Award Agreement Terms and Conditions (as of June 30, 2007)*;
10.4 Form of Restricted Stock Award Agreement Terms and Conditions (as of June 30, 2007)*; and
10.5 Form of Restricted Stock Unit Award Agreement Terms and Conditions (as of June 30, 2007)*.
____________________
* Management contract or compensatory plan or arrangement.

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
August 30, 2007	By:	/s/ Scott T. Mikuen
		Name: Scott T. Mikuen
		Title: Vice President, Associate General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
10.1	Form of Stock Option Award Agreement Terms and Conditions (as of June 30, 2007).
10.2	Form of Performance Share Award Agreement Terms and Conditions (as of June 30, 2007).
10.3	Form of Performance Share Unit Award Agreement Terms and Conditions (as of June 30, 2007)
10.4	Fom of Restricted Stock Award Agreement Terms and Conditions (as of June 30,2007)
10.5	Form of Restricted Stock Unit Award Agreement Terms and Conditions (as of June 30, 2007).

EX-10.1

EXHIBIT 10.1

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JUNE 30, 2007)

1. Stock Option – Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (as amended from time to time, the “Plan”) and upon the terms and conditions set forth herein (these “Terms and Conditions”), Harris Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a Non-Qualified Stock Option (the “Option”) to purchase such number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation at such designated exercise price per share as set forth in the Award Letter (as defined below) from the Corporation to the Employee. Such grant is subject to the following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter to the Employee specifying the number of shares issuable upon exercise of the Option, the exercise price and certain other terms (the “Award Letter”), are referred to as the “Agreement”).

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

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

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

(d) Except as otherwise provided in the Award Letter, the Option shall vest and become exercisable as to the following shares issuable upon exercise of the Option:

(i) After the end of one year from the grant date and prior to the end of two years from the grant date, not more than fifty percent of the aggregate shares issuable upon exercise of the Option;

(ii) After the end of two years from the grant date and prior to the end of three years from the grant date, not more than seventy-five percent of the aggregate shares issuable upon exercise of the Option; and

(iii) After the end of three years from the grant date, one hundred percent of the aggregate shares issuable upon exercise of the Option.

(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 vested and 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), 2(c), 2(d), and 2(e) below, the Option, whether exercisable or not, shall terminate immediately upon termination of employment.

(b) Death. Notwithstanding Section 1(d), in the event of the death of the Employee while employed by the Corporation, the Option shall immediately become fully vested and exercisable, and may be exercised by the Employee’s Beneficiary (as defined in Section 4) but only until the earlier of (i) the date that is twelve (12) months following the date of death of the Employee or (ii) the Expiration Date. In the event of the death of the Employee following termination of or cessation of employment with the Corporation, the Option may be exercised by the Employee’s Beneficiary but only until the earlier of (i) the date that is twelve (12) months following the date of death of the Employee or (ii) the Expiration Date, and only to the extent that the Option was exercisable on the day immediately prior to the date of the Employee’s death.

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

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

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

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

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

5. Employment by 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. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor to the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part.

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

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

9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein 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 10.2

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JUNE 30, 2007)

1. Performance Share Award – Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (as amended from time to time, the “Plan”) and upon the terms and conditions set forth herein (these “Terms and Conditions”), Harris Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a Performance Share Award (the “Award”) of such number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation as set forth in the Award Letter (as defined below) from the Corporation to the Employee (such shares, as may be adjusted in accordance with Sections 1(c), 1(d) and 1(e) of these Terms and Conditions, the “Performance Shares”). Such Award is subject to the following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter to the Employee specifying the number of shares subject to the Award and the Performance Period and certain other terms (the “Award Letter”) and the Statement of Performance Goals (as defined below) related thereto, are referred to as the “Agreement”).

(a) Performance Period. For purposes of the Agreement, the “Performance Period” shall be the Performance Period set forth and designated as such in the Award Letter.

(b) Release of Award. Provided the Award has not previously been forfeited, as soon as practicable following the expiration of the Performance Period and the satisfaction of the applicable tax withholding obligations, the Corporation shall at its option, cause the Performance Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate registered in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.

(c) Satisfaction of Performance Objectives.

(i) The Performance Shares are granted to the Employee subject to the prohibitions on transfer set forth in Section 4 below, which shall lapse, if at all, based upon attainment during the Performance Period of the performance objectives set forth in the Statement of Performance Goals delivered to the Employee at the time of the Award (the “Statement of Performance Goals”).

(ii) The number of Performance Shares actually earned shall be contingent upon the attainment during the Performance Period of the performance objectives set forth in the Statement of Performance Goals. The number of Performance Shares actually earned shall be determined upon the expiration of the Performance Period in accordance with the Statement of Performance Goals. The final determination of the number of Performance Shares actually earned and to be released without restriction on transfer will be authorized by the Harris Board of Directors, the Board Committee, or its designee. Performance Shares will be forfeited (A) if they are not earned at the end of the Performance Period or (B) except as otherwise provided herein, if the Employee ceases to be employed by the Corporation at any time prior to the expiration of the Performance Period.

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

(d) Rights During Performance Period. During the Performance Period, the Employee may exercise full voting rights with respect to all Performance Shares subject to the Award and shall be entitled to receive cash dividends and other distributions paid with respect to the Performance Shares. If any such dividend or distribution is paid in securities of the Corporation (including additional shares of Common Stock), such securities shall be subject to the same restrictions and conditions as the Performance Shares in respect of which such dividend or distribution was made. If the number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Corporation, the Performance Shares subject to this Award shall be adjusted to correspond to the change in the Corporation’s outstanding shares of Common Stock. For the avoidance of doubt, upon the expiration of the Performance Period, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of shares to which the Employee is entitled pursuant hereto.

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

2. Forfeiture; Termination of Employment. Except in the event of a Change of Control covered in Section 5 herein or as otherwise provided in the Award Letter, if the Employee ceases to be an employee of the Corporation prior to the expiration of the Performance Period:

(a) for any reason other than (i) death, (ii) permanent disability, (iii) retirement after age 55 with ten or more years of full-time service, or (iv) involuntary termination of employment of the Employee by the Corporation other than for Misconduct, all Performance Shares subject to the Award shall be automatically forfeited upon such termination of employment; or

(b) due to (i) death, (ii) permanent disability, (iii) retirement after age 55 with ten or more years of full-time service, or (iv) involuntary termination of employment by the Corporation other than for Misconduct, the Employee shall be eligible to receive a pro-rata portion of the Performance Shares which would have been issued to the Employee under the Award at the end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof, and the remaining Performance Shares subject to the Award shall be automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of full months of the Performance Period during which the Employee’s employment continued, and the denominator is the number of full months of the Performance Period. For purposes of this Section 2, only employment for 15 days or more of a month shall be deemed 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 Performance Shares determined by the Board of Directors or the Board Committee or its designee based upon such factors as the Board of Directors or the Board Committee or its designee, as the case may be, in its sole discretion may deem appropriate.

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

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

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

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

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

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

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

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

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

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

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

9. 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, as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Corporation the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Corporation shall effect any such recovery: (a) by seeking repayment from the Employee; (b) by reducing (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; (c) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Corporation’s otherwise applicable compensation practices; or (d) by any combination of the foregoing or otherwise.

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 10.3

HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF JUNE 30, 2007)

1. Performance Share Unit Award – Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (as amended from time to time, the “Plan”) and upon the terms and conditions set forth herein (these “Terms and Conditions”), Harris Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a Performance Share Unit Award (the “Award”) of such number of performance share units as set forth in the Award Letter (as defined below) from the Corporation to the Employee (such units, as may be adjusted in accordance with Sections 1(c), 1(d) and 1(e) of these Terms and Conditions, the “Performance Units”). At all times, each Performance Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation (a “Share”). Such Award is subject to the following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter to the Employee specifying the number of Performance Units subject to the Award, the Performance Period, the form of payment of the Award, certain other terms (the “Award Letter”) and the Statement of Performance Goals (as defined below) related thereto, are referred to as the “Agreement”).

(a) Performance Period. For purposes of the Agreement, the “Performance Period” shall be the Performance Period set forth and designated as such in the Award Letter.

(b) Payout of Award. Provided the Award has not previously been forfeited, within two and one-half months following the expiration of the Performance Period and upon the satisfaction of the applicable tax withholding obligations, (i) if the Award Letter specifies that the Performance Units are to be paid in Shares, the Corporation shall issue to the Employee the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto; or (ii) if the Award Letter specifies that the Performance Units are to be paid in cash, the Corporation shall pay to the Employee a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto. If the Award is to be paid in Shares, upon payout the Corporation shall at its option, cause such Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.

(c) Satisfaction of Performance Objectives.

(i) The payout of the Award shall be contingent upon the attainment during the Performance Period of the performance objectives set forth in the Statement of Performance Goals delivered to the Employee at the time of the Award (the “Statement of Performance Goals”). The payout of the Award shall be determined upon the expiration of the Performance Period in accordance with the Statement of Performance Goals. The final determination of the payout of the Award will be authorized by the Harris Board of Directors, the Board Committee, or its designee. Performance Units will be forfeited (A) if they are not earned at the end of the Performance Period or (B) except as otherwise provided herein, if the Employee ceases to be employed by the Corporation at any time prior to the expiration of the Performance Period.

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

(d) Rights During Performance Period. During the Performance Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Performance Units. During the Performance Period, if any dividends or other distributions are paid in cash to holders of Common Stock, the Employee shall be entitled to receive dividend equivalents, in cash, paid with respect to the number of Shares underlying the Performance Units. Such dividend equivalents will be paid to the Employee as soon as is practicable following payment of the dividend or other distribution to holders of Common Stock, but no later than the end of the calendar year in which the corresponding actual cash dividends or other distributions are paid to holders of Common Stock. If any such dividend or distribution is paid in securities of the Corporation (including Shares), such dividend equivalents in respect of such securities relating to the Performance Units shall be subject to the same restrictions and conditions as the Performance Units in respect of which such dividend or distribution in the form of securities was made and shall be paid to the Employee in the manner and at the time the Performance Units are paid in accordance with Section 1(b). If the number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Corporation, the Performance Units subject to this Award shall be adjusted to correspond to the change in the Corporation’s outstanding shares of Common Stock. If the Award Letter specifies that the Performance Units are to be paid in Shares, upon the expiration of the Performance Period and payout of the Award pursuant to Section 1(b), the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of Shares to which the Employee is entitled pursuant hereto.

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

2. Forfeiture; Termination of Employment. Except in the event of a Change of Control covered in Section 5 herein or as otherwise provided in the Award Letter, if the Employee ceases to be an employee of the Corporation prior to the expiration of the Performance Period:

(a) for any reason other than (i) death, (ii) permanent disability, (iii) retirement after age 55 with ten or more years of full-time service, or (iv) involuntary termination of employment of the Employee by the Corporation other than for Misconduct, all Performance Units subject to the Award shall be automatically forfeited upon such termination of employment; or

(b) due to (i) death, (ii) permanent disability, (iii) retirement after age 55 with ten or more years of full-time service, or (iv) involuntary termination of employment by the Corporation other than for Misconduct, the Employee shall receive a pro-rata portion of the payout in respect of the Performance Units which would have been made to the Employee under the Award at the end of the Performance Period under Section 1(b) determined in accordance with the provisions of Section 1(c) hereof, and the remaining payout and Performance Units subject to the Award shall be automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of full months of the Performance Period during which the Employee’s employment continued, and the denominator is the number of full months of the Performance Period. For purposes of this Section 2, only employment for 15 days or more of a month shall be deemed 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.” The pro-rata portion of the payout in respect of the Performance Units required to be paid under this Section 2 shall be paid to the Employee, in Shares or in cash as specified in the Award Letter, within two and one-half months following the expiration of the Performance Period.

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

4. Prohibition Against Transfer. Until the expiration of the Performance Period and payout of the Award pursuant to Section 1(b), the Award, the Performance Units subject to the Award, any interest in Shares (in the case of a payout to be made in Shares as specified in the Award Letter) or cash to be paid, as applicable, related thereto, and the rights granted under these Terms and Conditions and the Agreement are not transferable except to family members or trusts by will or by the laws of descent and distribution, provided that the Award, the Performance Units subject to the Award, and any interest in Shares or cash to be paid, as applicable, related thereto, may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Performance Period and payout of the award pursuant to Section 1(b), the Award, the Performance Units and any interest in Shares (in the case of a payout to be made in Shares as specified in the Award Letter) or cash to be paid, as applicable, related thereto, may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

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

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

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

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

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

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

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

6. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the rights of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For the purposes of these Terms and Conditions and the Agreement, employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation. 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. If the Award Letter specifies that the Performance Units are to be paid in Shares, the Corporation shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Corporation’s stock is then registered; and (b) a registration statement under the Securities Act of 1933 with respect to such Shares is then effective.

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

9. 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, as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Corporation recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Corporation the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Corporation shall effect any such recovery: (a) by seeking repayment from the Employee; (b) by reducing (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; (c) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Corporation’s otherwise applicable compensation practices; or (d) by any combination of the foregoing or otherwise.

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.

12. Compliance with Section 409A of the Code. (a) To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of the Employee).

(b) To the extent the Employee has a right to receive payment pursuant to Sections 1, 2 or 5, the payment is subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in Sections 1, 2 or 5 above, issuance of the payment of the Award will be made, to the extent necessary to comply with Section 409A of the Code, to the Employee on the earlier of (a) the Employee’s “separation from service” with the Corporation (determined in accordance with Section 409A); provided, however, that if the Employee is a “specified employee” (within the meaning of Section 409A), the Employee’s date of payment of the Award shall be the date that is six months after the date of the Employee’s separation of service with the Corporation; (b) the date of the end of the Performance Period; (c) the Employee’s death; or (d) the Employee’s disability (within the meaning of Section 409A(a)(2)(C) of the Code).

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

EXHIBIT 10.4

HARRIS CORPORATION
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
TERMS AND CONDITIONS
(AS OF JUNE 30, 2007)

1. Restricted Stock Award -Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (as amended from time to time, the “Plan”) and upon the terms and conditions set forth herein (these “Terms and Conditions”), Harris Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a Restricted Stock Award (the “Award”) of such number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation as set forth in the Award Letter (as defined below) from the Corporation to the Employee (such shares, as may be adjusted in accordance with Section 1(c) of these Terms and Conditions, the “Restricted Stock”). Such Award is subject to the following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter to the Employee specifying the Restricted Stock subject to the Award, the Restriction Period and certain other terms (the “Award Letter”), are referred to as the “Agreement”).

(a) Restriction Period. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending as set forth in the Award Letter (the “Restriction Period”). The Board Committee may, in accordance with the Plan, accelerate the expiration of the Restriction Period as to some or all of the Restricted Stock at any time.

(b) Restrictions and Forfeiture. The Restricted Stock is granted to the Employee subject to the prohibitions on transfer set forth in Section 2 below, which shall lapse, if at all, upon the expiration of the Restriction Period as described in Sections 3 and 4 below.

(c) Rights During Restriction Period. During the Restriction Period, the Employee may exercise full voting rights with respect to all Restricted Stock subject to the Award and shall be entitled to receive cash dividends and other distributions paid with respect to the Restricted Stock. If any such dividend or distribution is paid in securities of the Corporation (including additional shares of Common Stock), such securities shall be subject to the same restrictions on transferability, risks of forfeiture, and other restrictions and conditions as the Restricted Stock in respect of which such dividend or distribution was made. If the number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Corporation, the Restricted Stock subject to this Award shall be adjusted to correspond to the change in the outstanding shares of the Corporation’s Common Stock. For the avoidance of doubt, upon the expiration of the Restriction Period, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of shares to which the Employee is entitled pursuant hereto.

(d) Release of Award. Provided the Award has not previously been forfeited, as soon as reasonably practicable following the expiration of the Restriction Period and the satisfaction of the applicable tax withholding obligations, the Corporation shall at its option, cause the Restricted Stock to which the Employee is entitled pursuant hereto (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee, or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.

2. Prohibition Against Transfer. Until the expiration of the Restriction Period, the Award and the Restricted Stock subject to the Award and the rights granted under these Terms and Conditions and the Agreement are not transferable except to family members or trusts by will or by the laws of descent and distribution, provided that the Award and the Restricted Stock may not be so transferred to family members or trusts except as permitted by applicable law or regulations. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period, the Award and shares of Restricted Stock may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

3. Forfeiture; Termination of Employment. (a) Except in the event of death or permanent disability of the Employee covered in Section 3(b) herein or in the event of a Change of Control covered in Section 4 herein or as otherwise provided in the Award Letter, if the Employee ceases to be an employee of the Corporation prior to the expiration of the Restriction Period:

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

(ii) due to retirement after age 55 with ten or more years of full-time service, the Restriction Period shall expire as to, and the Employee shall receive, a pro-rata portion of the Restricted Stock subject to the Award, and the remaining Restricted Stock subject to the Award shall be automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of full months of the Restriction Period during which the Employee’s employment continued, and the denominator is the number of full months of the Restriction Period. For purposes of this Section 3, only employment for 15 days or more of a month shall be deemed employment for a full month.

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

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

5. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For the purposes of these Terms and Conditions and the Agreement, employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation. 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.

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

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

8. 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 10.5

HARRIS CORPORATION

2005 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

(AS OF JUNE 30, 2007)

1. Restricted Stock Unit Award — Terms and Conditions. Under and subject to the provisions of the Harris Corporation 2005 Equity Incentive Plan (as amended from time to time, the “Plan”) and upon the terms and conditions set forth herein (these “Terms and Conditions”), Harris Corporation (the “Corporation”) has granted to the employee receiving these Terms and Conditions (the “Employee”) a Restricted Stock Unit Award (the “Award”) of such number of restricted stock units as set forth in the Award Letter (as defined below) from the Corporation to the Employee (such units, as may be adjusted in accordance with Section 1(c) of these Terms and Conditions, the “Restricted Units”). At all times, each Restricted Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Corporation (a “Share”). Such Award is subject to the following Terms and Conditions (these Terms and Conditions, together with the Corporation’s letter to the Employee specifying the Restricted Units subject to the Award, the Restriction Period, the form of payment of the Award and certain other terms (the “Award Letter”), are referred to as the “Agreement”).

(a) Restriction Period. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending as set forth in the Award Letter (the “Restriction Period”). The Board Committee may, in accordance with the Plan, accelerate the expiration of the Restriction Period as to some or all of the Restricted Units at any time.

(b) Payout of Award. Provided the Award has not previously been forfeited, within two and one-half months after the expiration of the Restriction Period and upon the satisfaction of the applicable tax withholding obligations, (i) if the Award Letter specifies that the Restricted Units are to be paid in Shares, the Corporation shall issue to the Employee the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period; or (ii) if the Award Letter specifies that the Restricted Units are to be paid in cash, the Corporation shall pay to the Employee a single lump sum cash payment equal to the Fair Market Value (as defined in the Plan) of the number of Shares underlying the Restricted Units as of the date of the expiration of the Restriction Period. If the Award is to be paid in Shares, upon payout the Corporation shall at its option, cause such Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee, or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Corporation’s stock transfer agent or its designee.

(c) Rights During Restriction Period. During the Restriction Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Restricted Units. During the Restriction Period, if any dividends or other distributions are paid in cash to holders of Common Stock, the Employee shall be entitled to receive dividend equivalents, in cash, paid with respect to the number of Shares underlying the Restricted Units. Such dividend equivalents will be paid to the Employee as soon as is practicable following payment of the dividend or other distribution to holders of Common Stock, but no later than the end of the calendar year in which the corresponding actual cash dividends or other distributions are paid to holders of Common Stock. If any such dividend or other distribution is paid in securities of the Corporation (including Shares), such dividend equivalents in respect of such securities relating to the Restricted Units shall be subject to the same restrictions and conditions as the Restricted Units in respect of which such dividend or distribution in the form of securities was made and shall be paid to the Employee in the manner and at the time the Restricted Units are paid in accordance with Section 1(b). If the number of outstanding shares of Common Stock is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Corporation, the Restricted Units subject to this Award shall be adjusted to correspond to the change in the Corporation’s outstanding shares of Common Stock. If the Award Letter specifies that the Restricted Units are to be paid in Shares, upon the expiration of the Restriction Period and payout of the Award pursuant to Section 1(b), the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of Shares to which the Employee is entitled pursuant hereto.

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

3. Forfeiture; Termination of Employment. (a) Except in the event of death or permanent disability of the Employee covered in Section 3(b) herein or in the event of a Change of Control covered in Section 4 herein or as otherwise provided in the Award Letter, if the Employee ceases to be an employee of the Corporation prior to the expiration of the Restriction Period:

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

(ii) due to retirement after age 55 with ten or more years of full-time service, the Restriction Period shall expire as to, and the Employee shall receive, a pro-rata portion of the payout in respect of the Restricted Units subject to the Award and the remaining payout and Restricted Units subject to the Award shall be automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of full months of the Restriction Period during which the Employee’s employment continued, and the denominator is the number of full months of the Restriction Period. For purposes of this Section 3, only employment for 15 days or more of a month shall be deemed employment for a full month. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code) and if so required by Section 409A, such payment of the pro-rata portion of the payout shall occur six months following the Employee’s “separation from service” with the Corporation (determined in accordance with Section 409A).

(b) If the Employee ceases to be an employee of the Corporation prior to the expiration of the Restriction Period due to death or permanent disability, the Restriction Period shall immediately expire and the Award and the Restricted Units subject to the Award shall immediately be paid out in accordance with Section 1(b).

4. Change of Control. Upon a Change of Control of the Corporation as defined in Section 11.1 of the Plan, the Restriction Period shall immediately expire and the Award and the Restricted Units subject to the Award shall immediately be paid out in accordance with Section 1(b).

5. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Corporation; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan, may not be amended without the written consent of both the Corporation and the Employee. The Agreement shall not in any way interfere with or limit the right of the Corporation to terminate the Employee’s employment or service with the Corporation at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, employment by the Corporation, any Subsidiary or a successor to the Corporation shall be considered employment by the Corporation. 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.

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

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

8. 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.

9. Compliance with Section 409A of the Code. (a) To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of the Employee).

(b) To the extent the Employee has a right to receive payment pursuant to Sections 3 or 4, the payment is subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in Section 3 above, issuance of the payment of the Award will be made, to the extent necessary to comply with Section 409A of the Code, to the Employee on the earlier of: (i) the Employee’s “separation from service” with the Corporation (determined in accordance with Section 409A); provided, however, that if the Employee is a “specified employee” (within the meaning of Section 409A), the Employee’s date of payment of the Award shall be the date that is six months after the date of the Employee’s separation of service with the Corporation; (ii) the date of the end of the Restriction Period; (iii) the Employee’s death; or (iv) the Employee’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code).

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