HARRIS CORP /DE/ (Form: 8-K, Received: 10/11/2011 17:20:50)

LOGO

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): October 11, 2011 (October 8, 2011)

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	1-3863	34-0276860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)


1025 West NASA Blvd., Melbourne, Florida		32919
(Address of principal executive offices)		(Zip Code)

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

No Change

(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

CEO Appointment, CEO Transition and Chairman Transition

On October 8, 2011, Harris Corporation (the “ Company ” or “ Harris ”) entered into an employment agreement summarized below with William M. Brown (the “ Employment Agreement ”), pursuant to which Mr. Brown will serve as the Chief Executive Officer and President of the Company, effective November 1, 2011 (the “ Effective Date ”). In connection with Mr. Brown’s appointment, on October 8, 2011, the Company also entered into a letter agreement summarized below with Howard L. Lance (the “ Letter Agreement ”), pursuant to which Mr. Lance will retire from his position as Chief Executive Officer and President effective October 31, 2011 (the “ Retirement Date ”). As noted in the Company’s Current Report on Form 8-K filed on May 24, 2011, the Company implemented a CEO succession plan after Mr. Lance advised the Company’s Board of Directors (the “ Board ”) that he would like to retire at the end of fiscal 2012, or at such time as a suitable successor Chief Executive Officer was identified by the Board. Mr. Lance will serve as non-executive Chairman of the Board from the Retirement Date until December 31, 2011.

On October 8, 2011, the Board also appointed Mr. Thomas A. Dattilo, age 60, as non-executive Chairman of the Board to succeed Mr. Lance as Chairman of the Board, effective January 1, 2012. Mr. Dattilo, who the Board has determined is independent, has been a director of the Company since 2001. Mr. Dattilo is currently an advisor and consultant to various private investment firms. He served as a Senior Advisor for Cerberus Operations and Advisory Company, LLC, a unit of Cerberus Capital Management, a private investment firm, from June 2007 until June 2009. Prior to joining Cerberus, Mr. Dattilo was most recently Chairman, President and Chief Executive Officer of Cooper Tire & Rubber Company.

Mr. Brown, age 48, joins the Company from United Technologies Corporation (“ UTC ”), a diversified company providing high technology products and services to the global aerospace and building industries, where he held several senior leadership roles since he joined UTC in 1997. Since March 2011, Mr. Brown has served as Senior Vice President, Corporate Strategy and Development, responsible for UTC’s global strategic planning and mergers and acquisitions activity. He served as President of UTC’s Fire & Security division from January 2006 to March 2011. He led the Asia Pacific Operations of UTC’s Carrier business from January 2004 to January 2006. He also served as President of UTC’s Carrier Transicold business from May 2001 to December 2003 and General Manager of its Replacement Component Division from January 2000 to May 2001. He joined UTC in 1997 as Director, Strategic Planning. Before joining UTC, Mr. Brown worked for McKinsey & Company as a Senior Engagement Manager and as a Project Engineer for Air Products and Chemicals, Inc. Mr. Brown received his B.S. and M.S. degrees in mechanical engineering from Villanova University and his M.B.A. degree from the University of Pennsylvania Wharton School.

Employment Agreement with Mr. Brown

The Employment Agreement provides for an employment term commencing on the Effective Date and ending on October 31, 2016. Beginning on November 1, 2016, the employment term shall automatically extend for successive one-year periods unless the Company or Mr. Brown provides prior written notice that the employment term shall not be so extended.

The Employment Agreement sets forth Mr. Brown’s initial base salary at the annual rate of $800,000 and his target cash incentive compensation opportunity under the Company’s Annual Incentive Plan (or any successor to such plan) (the “ AIP ”) of not less than 100% of his base salary.

In order to replace the value of significant compensation from his current employer that Mr. Brown is forfeiting in order to join Harris, the Employment Agreement provides for:

•

a cash signing bonus of $4.5 million payable on or around January 16, 2012; provided, that, if Mr. Brown resigns other than as a result of a Constructive Termination (as defined in the Employment Agreement) or he is terminated for Cause (as defined in the Employment Agreement) (i) prior to the date that is six months after the Effective Date, Mr. Brown will repay to the Company the full amount of the signing bonus; (ii) on

or following the date that is six months after the Effective Date but prior to the first anniversary of the Effective Date, Mr. Brown will repay to the Company two-thirds (2/3 ^rds ) of the signing bonus; and (iii) following the first anniversary of the Effective Date but prior to the date that is eighteen months following the Effective Date, Mr. Brown will repay to the Company one-third (1/3 ^rd ) of the signing bonus;

•

on the Effective Date, the grant of a stock option to acquire 194,731 shares of the Company’s common stock (with an exercise price equal to the fair market value of the Company’s common stock on the Effective Date), which stock option will have a ten-year term and vest with respect to one-third of the shares on each of the first three anniversaries of the Effective Date, subject to Mr. Brown’s continued employment with the Company to the applicable vesting date;

•

on the Effective Date, the grant of 56,165 performance share units relating to a two-year fiscal 2012-2013 performance period, which will become eligible to vest with respect to 50% of such units on July 1, 2013 and 50% of such units on July 1, 2014, and be payable in an equivalent number of shares of the Company’s common stock based on the attainment of certain performance goals relating to cumulative operating income and return on invested capital, subject to a total shareholder return adjustment (the “ Performance Goals ”) (such goals are the same as currently in place with respect to the fiscal 2012-2013 portion of the Company’s fiscal 2012-2014 performance share unit awards), and subject to Mr. Brown’s continued employment with the Company to the applicable vesting date; and

•

on the Effective Date, the grant of 42,792 performance share units relating to the three-year fiscal 2012-2014 performance period, which will become eligible to vest on June 27, 2014, and be payable in an equivalent number of shares of the Company’s common stock based on the attainment of the Performance Goals (such goals are the same as currently in place with respect to the Company’s fiscal 2012-2014 performance share unit awards), and subject to Mr. Brown’s continued employment with the Company to such date (together with the stock option and performance share unit grants described above, the “ Make-Whole Equity Awards ”).

The Employment Agreement also provides that as part of the Company’s normal annual equity grant, the Company will grant to Mr. Brown on the Effective Date (i) 40,118 performance share units relating to the three-year fiscal 2012-2014 performance period, which will be eligible to vest on June 27, 2014, and be payable in an equivalent number of shares of the Company’s common stock based on attainment of the Performance Goals and subject to Mr. Brown’s continued employment with the Company to such date, and (ii) a stock option to acquire 171,821 shares of the Company’s common stock (with an exercise price equal to the fair market value of the Company’s common stock on the Effective Date), which stock options will have a ten-year term and will vest with respect to one-third of the shares on each of the first three anniversaries of the Effective Date, subject to Mr. Brown’s continued employment with the Company to the applicable vesting date. With respect to the fiscal year commencing June 30, 2012 and each subsequent fiscal year during the term of the Employment Agreement, Mr. Brown will be considered for additional long-term incentives, which, for each of the Company’s 2013 and 2014 fiscal years, will have an aggregate target value of at least 375% of his then-current base salary.

The Employment Agreement also provides that while employed, Mr. Brown will be entitled to participate in the Company’s employee welfare, 401(k) Retirement Plan, deferred compensation and benefit and perquisite plans and policies in accordance with their terms as in effect from time to time, on the same basis as such benefits are generally made available to other senior executives of the Company. Mr. Brown will also be reimbursed for reasonable moving expenses incurred in connection with his relocation and for the reasonable costs incurred by him for temporary housing for up to one year, each in accordance with the Company’s relocation policy. The Company has also agreed to reimburse Mr. Brown for legal fees incurred in connection with the negotiation and execution of the Employment Agreement, up to a maximum of $25,000.

In the event that Mr. Brown’s employment is terminated by Harris without Cause (other than by reason of death or Disability) or by Mr. Brown as a result of a Constructive Termination, Mr. Brown will be entitled to compensation that has accrued but not yet been paid, and subject to his execution and delivery of a release of claims against Harris, Mr. Brown will be entitled to receive from Harris:

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a pro-rated annual cash incentive bonus for the fiscal year of termination based upon the achievement of performance objectives;

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severance payments, paid in substantially equal monthly installments over a twenty-four-month period, in an aggregate amount equal to two times the sum of (i) his then-current base salary and (ii) his target annual cash incentive compensation for the year of termination;

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Company-paid COBRA continuation medical benefits for a period of eighteen months following the termination date; and

•

with respect to Mr. Brown’s equity awards, (i) the stock option forming part of Mr. Brown’s Make-Whole Equity Awards will become fully vested and exercisable immediately prior to the date of termination and will remain outstanding for the one-year period following termination, but in no event beyond the normal expiration period; (ii) each other time-based vesting stock option will continue to vest in accordance with its ordinary vesting schedule for the two-year period following the date of termination, at which time any remaining unvested portion of the stock option will be forfeited, and to the extent vested, will remain outstanding for the twenty-seven month period following the termination date, but in no event beyond the normal expiration period; (iii) the performance share units forming part of Mr. Brown’s Make-Whole Equity Awards will remain outstanding and eligible to vest (without pro-ration) based on attainment of the Performance Goals if termination occurs prior to the end of the applicable performance period, and if termination occurs after the end of the applicable performance period and there is a requirement for Mr. Brown to remain employed for a subsequent vesting period, such requirement will be waived and the number of shares earned with respect to such performance period will become fully vested; and (iv) each other equity award will be treated in the manner set forth in the applicable plan and award agreement.

In the event that Mr. Brown’s employment is terminated due to Mr. Brown’s death or Disability (as defined in the Employment Agreement), Mr. Brown or his estate (as the case may be) will be entitled to receive compensation that has accrued but not yet been paid and any equity-based awards held by Mr. Brown will vest if and to the extent provided in the applicable plan and award agreements. In the event that Mr. Brown’s employment is terminated for Cause or by Mr. Brown other than as a result of a Constructive Termination, he will only be entitled to the compensation that has accrued but not yet been paid. If Mr. Brown’s employment is terminated for Cause, all vested or unvested equity-based awards then held by Mr. Brown will be forfeited immediately. In the event that Mr. Brown resigns other than as a result of a Constructive Termination, all vested or unvested equity-based awards then held by Mr. Brown shall be governed by the applicable plan and award agreements.

The Employment Agreement also provides that the Company and Mr. Brown will enter into an Executive Change in Control Severance Agreement in the form filed as Exhibit 10(o) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010. In the event of a change in control of the Company, Mr. Brown would be entitled to the compensation and benefits under the Executive Change in Control Severance Agreement in lieu of any compensation or benefits pursuant to the Employment Agreement if his employment terminates within 2 years following a change in control under the circumstances provided under the Executive Change in Control Severance Agreement. Generally, these severance benefits will include:

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payment of all accrued compensation, a pro-rated bonus and any unpaid accrued vacation pay;

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a severance payment equal to two (2) times Mr. Brown’s highest annual rate of base salary during the 12-month period prior to the date of termination plus two (2) times the greatest of Mr. Brown’s highest annual bonus in the three fiscal years prior to the change in control, his target bonus for the year during which the change in control takes place or his target bonus for the year in which his employment is terminated;

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continuation of medical, dental, accident, disability, life insurance and any similar benefits for up to two years; and

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reimbursement of relocation expenses related to the pursuit of other business opportunities incurred within two years following the date of termination, recruitment or placement services and reimbursement for tax and financial services.

The form of Executive Change in Control Severance Agreement to be entered into by the Company and Mr. Brown does not provide for any tax gross-ups of excise taxes that may be imposed by Internal Revenue Service rules or regulations.

The Employment Agreement also provides that, without Harris’ written consent, Mr. Brown may not, for a period of two years following termination of his employment, (i) associate with or hold a 5% or greater equity, voting or profit participation interest in a Competitive Enterprise (as defined in the Employment Agreement); or (ii) Solicit (as defined in the Employment Agreement) any Customer (as defined in the Employment Agreement) or any employee of Harris. In addition, the Company and Mr. Brown have agreed that during Mr. Brown’s employment and for two years thereafter, neither will make or publish any statements that disparage or defame the other party.

The selection of Mr. Brown to serve as Chief Executive Officer and President of the Company was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Brown and any director or other executive officer of the Company and there are no related persons transactions between the Company and Mr. Brown reportable under Item 404(a) of Regulation S-K.

The summary description of the Employment Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Letter Agreement with Mr. Lance

Pursuant to the Letter Agreement, Mr. Lance will continue to serve as Chairman of the Board, President and Chief Executive Officer through the Retirement Date. Following the Retirement Date, Mr. Lance will serve as non-executive Chairman of the Board until December 31, 2011, upon which date Mr. Lance’s retirement from the Board will become effective. During the period from January 1, 2012 through December 31, 2012, Mr. Lance will serve in the role of Special Advisor in order to facilitate the transition of responsibilities to Mr. Brown. Mr. Lance will receive advisory fees in an aggregate amount of $250,000, payable in monthly installments, for his services as Special Advisor during calendar year 2012.

Following the Retirement Date, Mr. Lance will be entitled to receive his account balance under the Company’s supplemental executive retirement plan. Mr. Lance will be eligible to receive a bonus under the AIP and the Company’s Performance Reward Plan (the “ PRP ”) in respect of the Company’s 2012 fiscal year, which will each be (i) contingent on the attainment of the applicable performance metrics for fiscal 2012 and (ii) pro-rated for the portion of the 2012 fiscal year which has elapsed as of the Retirement Date. Mr. Lance will also be entitled to participate in the Company’s group medical plan for retired employees, the full cost of which will be borne by Mr. Lance. The Company has also agreed to reimburse Mr. Lance for legal fees incurred in connection with the negotiation and execution of the Letter Agreement, up to a maximum of $25,000.

The Letter Agreement provides that the stock options held by Mr. Lance that are vested and exercisable as of the Retirement Date will remain outstanding for their full remaining terms. Stock options held by Mr. Lance that are not vested and exercisable as of the Retirement Date will remain outstanding and will continue to vest in accordance with their vesting schedule, and such stock options will remain outstanding for their full remaining terms. Each outstanding performance share award granted to Mr. Lance will remain outstanding and eligible to vest, based on the attainment of applicable performance goals, and a pro-rated number of performance shares will be deliverable for the portion of the performance period occurring through the Retirement Date.

The Letter Agreement also provides that on or about each November 1 following the Retirement Date, the Company will provide Mr. Lance with a supplemental retirement benefit, in the form of a life annuity, at an annual rate of $514,745, which annuity will be payable in annual installments for the remainder of his lifetime. In order to comply with the provisions of Section 409A of the Internal Revenue Code, the first payment of the annuity will not be made

until May 1, 2012, at which time the Company will pay Mr. Lance an aggregate amount representing the annual annuity amount plus interest thereon for the period from the Retirement Date until May 1, 2012. Pursuant to the Letter Agreement, Mr. Lance acknowledges that he is not entitled to any benefits pursuant to the Supplemental Pension Plan for Howard L. Lance (Amended and Restated Effective January 1, 2009), dated as of December 19, 2008, between the Company and Mr. Lance (the “ Restated SPP ”).

Mr. Lance’s advisory fees, eligibility for a pro-rated bonus under the AIP and the PRP, the treatment of his stock options and performance share awards, and the payments with respect to the supplemental retirement benefit as described above, are conditioned upon his execution of a release of claims against the Company. The treatment of Mr. Lance’s stock options and his right to receive supplemental retirement benefit payments are also conditioned upon continued compliance with the restrictive covenants contained in the Letter Agreement. From and after the Retirement Date, Mr. Lance may not, without Harris’ written consent, (i) associate with or hold a 5% or greater equity, voting or profit participation interest in a Competitive Enterprise (as defined in the Letter Agreement); or (ii) Solicit (as defined in the Letter Agreement) any Customer (as defined in the Letter Agreement) or any employee of Harris.

The Letter Agreement constitutes the entire agreement between Mr. Lance and the Company with respect to his retirement. In addition, pursuant to the Letter Agreement, the employment letter agreement, dated as of December 19, 2008 and effective January 1, 2009 between the Company and Mr. Lance (the “ Lance Employment Agreement ”), the Restated SPP and the Executive Severance Agreement, dated as of January 20, 2003, as amended and restated as of December 19, 2008 by and between the Company and Mr. Lance, are terminated upon effectiveness of the Letter Agreement. The Letter Agreement provides that it may be revoked by Mr. Lance for a period of 7 days after Mr. Lance signed it.

The summary description of the Letter Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Letter Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On October 10, 2011, the Company issued a press release announcing, among other things, that Mr. Brown has been appointed Chief Executive Officer and President of the Company effective November 1, 2011, details relating to Mr. Lance’s retirement as Chief Executive Officer and President and the appointment of Thomas A. Dattilo as non-executive Chairman of the Board effective January 1, 2012. The full text of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

Item 8.01

Other Events

On October 8, 2011, the Board appointed Mr. Thomas A. Dattilo as non-executive Chairman of the Board to succeed Mr. Lance, effective January 1, 2012. Mr. Dattilo, who the Board has determined is independent, has been a director of the Company since 2001.

Item 9.01

Financial Statements and Exhibits

(d)	Exhibits .

The following exhibits are filed herewith:


10.1		Employment Agreement, dated October 8, 2011 and effective November 1, 2011, by and between Harris Corporation and William M. Brown.

10.2		Letter Agreement, dated October 8, 2011, by and between Harris Corporation and Howard L. Lance.

The following exhibit is furnished herewith:


99.1		Press Release, issued by Harris Corporation on October 10, 2011 (furnished pursuant to Item 7.01).

S IGNATURE

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

By:		/s/ Scott T. Mikuen
Name:		Scott T. Mikuen
Title:		Vice President, General Counsel and Secretary

Date: October 11, 2011

EXHIBIT INDEX


Exhibit No. Under Regulation S-K, Item 601		Description of Exhibit

10.1		Employment Agreement, dated October 8, 2011 and effective November 1, 2011, by and between Harris Corporation and William M. Brown.

10.2		Letter Agreement, dated October 8, 2011, by and between Harris Corporation and Howard L. Lance.

99.1		Press Release, issued by Harris Corporation on October 10, 2011 (furnished pursuant to Item 7.01).

Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on October 8, 2011, to be effective as of the Effective Date (as hereinafter defined), by and between Harris Corporation (the “Company”) and William M. Brown (the “Executive”).

WHEREAS, the Company desires to employ the Executive, and the Executive desires to serve the Company, in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Term of Employment . Subject to the provisions of Section 9 of this Agreement, the Executive shall be employed by the Company for a period commencing on November 1, 2011 (the “Effective Date”) and ending on October 31, 2016 (the “Employment Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with November 1, 2016 and on each November 1 thereafter (each an “Extension Date”), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or the Executive provides the other party hereto 180 days prior written notice before such Extension Date that the Employment Term shall not be so extended.

2. Position .

(a) During the Employment Term, the Executive shall serve as the Chief Executive Officer and President of the Company. In his position as Chief Executive Officer and President, the Executive will be the highest ranking executive officer of the Company and shall have the full powers, responsibilities and authorities customary for the chief executive officer of corporations of the size, type and nature of the Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Board of Directors of the Company (the “Board”). The Executive shall report solely and directly to the Board.

(b) The Executive will be appointed to serve as a member of the Board no later than April 1, 2012. Thereafter, at each annual meeting of the Company’s stockholders during the Employment Term, the Board will nominate Executive to serve as a member of the Board. The Executive’s service as a member of the Board will be subject to any required stockholder approval. Upon the termination of the Executive’s employment for any reason, the Executive will be deemed to have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by the Executive, as of the end of the Executive’s employment and the Executive, at the Board’s request, will execute any documents necessary to reflect his resignation.

(c) During the Employment Term, the Executive shall devote the Executive’s full business time, energy and best efforts to the performance of the Executive’s duties hereunder and shall not engage, directly or indirectly, in any other business, profession, occupation or investment, for compensation or otherwise, which would conflict or interfere with the rendition of such services, without the prior written consent of the Board; provided that nothing herein shall preclude the Executive, subject to the prior approval of the Board (which consent shall not be unreasonably withheld), from (i) accepting appointment to or continuing to serve on any board of directors (or board of trustees) of any charitable organization, (ii) serving on one board of any business company or other business organization or (iii) from managing his personal investments, in each case so long as such activities do not conflict or interfere with the performance of the Executive’s duties hereunder or his obligations under Section 10 or Section 11, it being understood that the provisions of this Section 2(c) shall not be construed as preventing the Board from approving the Executive’s service on more than one business company or business organization board. During the Employment Term, the Executive shall comply with the Company’s written Code of Business Conduct, as in effect from time to time and provided to the Executive.

(d) The Executive’s principal place of employment during the Employment Term shall be located at the Company’s principal headquarters at Melbourne, Florida, subject to reasonable travel requirements in performance of the Executive’s duties.

3. Base Salary . During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $800,000, payable in regular installments in accordance with the Company’s usual payroll practices. The Board (or the compensation committee thereof (the “Committee”)) shall review the Executive’s base salary at least annually, and the Executive shall be entitled to such increases in the Executive’s base salary, if any, as may be determined in the sole discretion of the Board (or the Committee). The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary” and may only be reduced under the circumstances described in Section 9(c)(ii)(A).

4. Annual Cash Bonus . The Executive will be eligible to receive an annual cash incentive compensation award under the Company’s Annual Incentive Plan or any successor to such plan (referred to herein as the “AIP”) in respect of each fiscal year of the Company during the Employment Term, with a target payment of not less than 100% of the Base Salary in effect at the beginning of such fiscal year (or in the case of the fiscal year ending June 29, 2012, the Base Salary in effect as of the Effective Date), subject to the terms and conditions of the AIP, and further subject to such performance goals, criteria or targets reasonably determined by the Committee in its sole discretion in respect of each such fiscal year (each such annual bonus, an “Annual Bonus”). The Executive shall have the opportunity to make suggestions to the Committee prior to the determination of the performance goal(s) for the AIP for each performance period starting with the fiscal year beginning June 30, 2012, but the Committee will have final power and authority concerning the establishment of such goal(s). The Board or Committee shall also determine whether the applicable

performance goals or criteria have been attained and determine payouts with respect to the AIP. The Annual Bonus for the fiscal year ending on June 29, 2012 (“Fiscal 2012”) shall not be subject to pro-ration and shall be determined as if the Executive were employed for the entire fiscal year. The Annual Bonus, if any, shall be paid to the Executive within two and one-half (2 ¹ / 2 ) months after the end of the applicable fiscal year.

5. Signing Bonus; Long-Term Incentive Awards .

(a) Signing Bonus . On or around January 16, 2012, subject to the Executive’s continued employment by the Company to such date, the Company shall pay to the Executive, in cash, a signing bonus of $4.5 million (the “Signing Bonus”); provided, however, that in the event that the Executive’s employment with the Company terminates for a reason described in Section 9(a) hereof (i) prior to the date that is six (6) months after the Effective Date, the Executive shall repay to the Company, within 30 days of such termination, the full amount of the Signing Bonus; (ii) on or following the date that is six months after the Effective Date but prior to first anniversary of the Effective Date, the Executive shall repay to the Company, within 30 days of such termination, two-thirds (2/3 ^rds ) of the Signing Bonus; and (iii) following the first anniversary of the Effective Date but prior to the date that is eighteen months following the Effective Date, the Executive shall repay to the Company, within 30 days of such termination, one third (1/3 ^rd ) of the Signing Bonus. No repayment of the Signing Bonus shall be required in the event of a termination of the Executive’s employment on or following the date that is eighteen months following the Effective Date.

(b) Initial Grants . As of the Effective Date, the Committee shall grant to the Executive, pursuant to the Harris Corporation 2005 Equity Incentive Plan (the “Plan”), the long-term incentive awards described in Section 5(b)(i), 5(b)(ii) and 5(b)(iii) (together, the “Initial Grants”).

(i) Option Grant . The Initial Grant shall include an award of non-qualified options to purchase Company common stock. Such grant shall be with respect to 194,731 shares of Company common stock and shall vest with respect to 33 ^1/3 % of the shares subject thereto on each of the first three anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company to the applicable date. The stock option granted to the Executive as part of the Initial Grant shall: (i) have a 10-year maximum term; (ii) have an exercise price equal to the fair market value of the Company’s common stock on the Effective Date (determined in accordance with the Plan); and (iii) in all other respects be subject to the terms and conditions of the Plan, the applicable stock option award agreement under which such grants are made and the other documents governing such award (except as expressly set forth in this Agreement).

(ii) Two-Year Performance Share Unit Grant . The Initial Grant shall include an award of 56,165 performance share units relating to the fiscal 2012 – 2013 performance period which shall become eligible to vest based on the attainment of performance goals relating to cumulative operating income and return on invested capital subject to a total shareholder return adjustment. Such goals shall be the same as are currently in place with respect to the Company’s recent LTIP grants for the fiscal 2012-

2013 portion of the fiscal 2012-2014 performance period. The payout due with respect to the performance share units shall be determined by the Board (or Committee) after the end of fiscal 2013 based on the Company’s performance. Performance share units which are earned for such performance period shall vest with respect to 50% of such units on July 1, 2013 and 50% of such units on July 1, 2014, subject to the Executive’s continued employment with the Company to such date. The performance share units shall be paid out in an equivalent number of shares of common stock of the Company as soon as practicable following the applicable vesting date, but in no event later than the fifteenth (15 ^th ) day of the third month following the applicable vesting date, and in all other respects shall be subject to the terms and conditions of the Plan, the applicable performance share unit award agreement under which such grant is made and the other documents governing such award (except as expressly set forth in this Agreement). The performance share units shall not be subject to pro-ration for the period from the beginning of the performance period until the Effective Date.

(iii) Three-Year Performance Share Unit Grant . The Initial Grant shall also include an award of 42,792 performance share units relating to the fiscal 2012 – 2014 performance period which shall become eligible to vest based on the attainment of performance goals relating to cumulative operating income and return on invested capital subject to a total shareholder return adjustment. Such goals shall be the same as are currently in place with respect to the Company’s recent LTIP grants for the fiscal 2012-2014 performance period. The payout due with respect to the performance share units shall be determined by the Board (or Committee) after the end of fiscal 2014 based on the Company’s performance. Performance share units which are earned for such performance period shall be paid out in an equivalent number of Shares of common stock of the Company as soon as practicable following the end of the performance period, but in no event later than the fifteenth (15 ^th ) day of the third month following the expiration of the performance period, and in all other respects shall be subject to the terms and conditions of the Plan, the applicable performance share unit award agreement under which such grant is made and the other documents governing such award (except as expressly set forth in this Agreement). The performance share units shall not be subject to pro-ration for the period from the beginning of the performance period until the Effective Date.

(c) LTIP Options and Performance Share Units . As of the Effective Date, as part of the Company’s normal annual equity grant, the Executive shall also be granted (1) an LTIP award of 40,118 performance share units relating to the fiscal 2012 – 2014 performance period and (2) a non-qualified option with respect to 171,821 shares of Company common stock. The performance share award shall vest based on the attainment of performance goals relating to cumulative operating income and return on invested capital subject to a total shareholder return adjustment. Such goals shall be the same as are currently in place with respect to the Company’s recent LTIP grants for the 2012-2014 performance period. The payout due with respect to the performance share units shall be determined by the Board (or Committee) after the end of fiscal 2014 based on the Company’s performance. Performance share units which are earned for such performance period shall be paid out in an equivalent number of Shares of common stock of the Company as soon as practicable following the end of the performance period, but

in no event later than the fifteenth (15 ^th ) day of the third month following the expiration of the performance period, and in all other respects shall be subject to the terms and conditions of the Plan, the applicable performance share unit award agreement under which such grant is made and the other documents governing such award (except as expressly set forth in this Agreement). The performance share units shall not be subject to pro-ration for the period from the beginning of the performance period until the Effective Date. The stock option award shall vest with respect to 33 ¹ / 3 % of the shares subject thereto on each of the first three anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company to the applicable date. Such stock option award shall: (i) have a 10-year maximum term; (ii) have an exercise price equal to the fair market value of the Company’s common stock on the Effective Date (determined in accordance with the Plan); and (iii) in all other respects be subject to the terms and conditions of the Plan, the applicable stock option award agreement under which such grant is made and the other documents governing such award (except as expressly set forth in this Agreement).

(d) Future Long-Term Incentives . With respect to the fiscal year commencing June 30, 2012 and each subsequent fiscal year during the Employment Term, the Executive shall be considered for additional long-term incentive awards. Any such award (and the terms thereof) shall be determined by the Board (or the Committee) in its sole discretion; provided , however , that any future grants to Executive shall be on terms no less favorable than those that apply to the other senior executives generally; and provided , further , that for long-term incentive awards made during each of the Company’s 2013 and 2014 fiscal years, the aggregate target value of such awards shall be at least 375% of the Base Salary at the start of the relevant performance or vesting period.

(e) Recovery of Executive Compensation . The Executive acknowledges and agrees that incentive compensation paid to the Executive with respect to his employment with the Company (including, but not limited to, the compensation described in Sections 4 and 5 hereof) shall be subject to the terms of the plan and/or the Company’s policies on the recovery of executive compensation (sometimes referred to as “clawback”) as in effect from time to time.

6. Other Compensation Matters .

(a) Employee Benefits . During the Employment Term, the Executive shall be entitled to participate in the Company’s employee welfare, 401(k), deferred compensation and benefit and perquisite plans and policies in accordance with their terms as in effect from time to time (collectively “Employee Benefits”), on the same basis as those benefits are generally made available to other senior executives of the Company. During the Employment Term, the Executive shall be entitled to vacation consistent with Company practice and policy for senior level executives, but not less than four (4) weeks’ annual vacation (pro rated for partial years).

(b) CIC Severance Agreement . On or as soon as administratively practicable after the Effective Date, the Company and the Executive will enter into an Executive Change in Control Severance Agreement (a “CIC Severance Agreement”) in

the form filed by the Company as Exhibit (10)(o) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010 (except as modified by the following sentence), provided that the multiplier used in Section 3(a)(2) of the CIC Severance Agreement to determine the Executive’s lump sum severance amount pursuant to such clause shall be two (2). In the event of a change in control of the Corporation (as defined in the CIC Severance Agreement), the Executive shall be entitled to the compensation and benefits and other rights provided under the CIC Severance Agreement if his employment terminates under the circumstances provided under the CIC Severance Agreement, provided , however , such compensation and benefits shall be in lieu of any compensation or benefits receivable by the Executive under this Agreement; and provided , further , that to the extent that any compensation and benefits provided under the CIC Severance Agreement are in lieu of compensation and benefits that otherwise would be provided under this Agreement and that constitute a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder (“Code Section 409A”), the time and form of payment of such compensation and benefits shall be as provided in this Agreement.

7. Business Expenses . During the Employment Term, reasonable business expenses incurred by the Executive in the performance of the Executive’s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

8. Relocation and Moving Expenses . The Company shall reimburse the Executive for reasonable moving expenses incurred by the Executive and his family with respect to their relocation from the Executive’s primary residence to the Company’s current headquarters, such reimbursement in all other respects to be in accordance with the Company’s relocation policy (but without regard to any limitation on when such expenses must be incurred in order to be reimbursable) and applicable law. In addition, for a maximum of one year commencing with the Effective Date, the Company shall reimburse the Executive for the reasonable costs incurred by him for temporary housing in the area of the Company’s headquarters in a manner consistent with the Company’s relocation policy.

9. Termination . The Employment Term and the Executive’s employment hereunder may be terminated by either party at any time and for any reason; provided that the Executive will be required to give the Company at least thirty (30) days advance written notice of any resignation of the Executive’s employment. The provisions of this Section 9 shall exclusively govern the Executive’s rights upon termination of employment with the Company and its affiliates, except to the extent that the CIC Severance Agreement governs as set forth in Section 6(b) above.

(a) By the Company For Cause or By the Executive Other Than as a Result of a Constructive Termination .

(i) The Employment Term and the Executive’s employment hereunder may be terminated by the Company for Cause (as defined below) and shall terminate automatically upon the Executive’s resignation other than as a result of a Constructive

Termination (as defined in Section 9(c)); provided that the Executive will be required to give the Company at least thirty (30) days advance written notice of a resignation other than as a result of a Constructive Termination.

(ii) For purposes of this Agreement, “ Cause ” shall mean:

(A) the Executive’s substantial and continual failure or refusal to perform his material duties under this Agreement (other than any failure resulting from the Executive’s illness or Disability), it being understood that the good faith decisions of the Executive relating to the conduct of the Company’s business or the Company’s business strategy will not constitute a failure or refusal to perform his duties under the Agreement;

(B) a willful breach by the Executive of any material provision of this Agreement, including without limitation, Sections 10, 11 or 13(j) hereof;

(C) any reckless or willful misconduct (including action or failures to act) by the Executive that causes material harm to the business or reputation of the Company or its subsidiaries;

(D) any unexcused, repeated or prolonged absence from work by the Executive (other than as a result of, or in connection with, sickness, injury or Disability (as defined in Section 9(b)) during a period of ninety (90) consecutive days;

(E) the Executive’s conviction for the commission of a felony (including entry of a nolo contendere plea) or the Executive’s indictment for the commission of a felony under the federal securities laws;

(F) the Executive’s embezzlement or willful misappropriation of the property of the Company or any of its subsidiaries or affiliates;

(G) the Executive’s willful and substantial violation of a material Company policy that is generally applicable to all employees or all officers of the Company (including the Company’s Standards of Business Conduct); or

(H) a failure by the Executive to cooperate in an internal Company investigation after being instructed by the Board to cooperate.

For purposes of the foregoing definition, no act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Except for

actions or circumstances which, in the reasonable good faith judgment of the Board cannot be cured, the Executive will have thirty (30) calendar days from his receipt of notice from the Company setting forth in reasonable detail the circumstances constituting Cause within which to cure. The Executive’s termination of employment will not be considered to be for Cause unless it is approved by a three-quarters (3/4) vote of the members of the entire Board called and held for such purpose and at which the Executive, together with counsel, has an opportunity to be heard. In the event that the Executive’s employment is terminated for Cause on the basis of an indictment described in clause (E) above and the charge against the Executive is subsequently dismissed, or the Executive is acquitted thereof, then the Executive’s termination shall be re-characterized as a termination without Cause, and the Executive shall be entitled to the compensation and benefits provided for in Section 9(c) of this Agreement

(iii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than as a result of a Constructive Termination, the Executive shall repay the Signing Bonus (to the extent required to do so under Section 5(a)) and be entitled to receive only the following:

(A) the Base Salary and accrued and unpaid vacation time through the date of termination;

(B) any earned but unpaid Annual Bonus under the AIP for the prior fiscal year;

(C) reimbursement, within sixty (60) days following submission by the Executive to the Company of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive’s termination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within ninety (90) days following the date of the Executive’s termination of employment; and

(D) such Employee Benefits, if any, as to which the Executive may be entitled under the employee benefit plans of the Company under the terms of such plans (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”).

Following a termination of the Executive’s employment by the Company for Cause or resignation by the Executive other than as a result of a Constructive Termination, except as set forth in this Section 9(a)(iii), the Executive shall have no further rights to any compensation or any other benefits from the Company or any subsidiary or affiliate, under this Agreement or otherwise. Without limiting the generality of the foregoing, all vested or unvested equity-based awards then held by the Executive with respect to the Company shall be forfeited immediately upon a termination of the Executive’s employment by the Company for Cause.

Upon a resignation by the Executive other than as a result of a Constructive Termination, the treatment of all vested or unvested equity-based awards then held by the Executive with respect to the Company shall be governed by the applicable plan and award agreements.

(b) Disability or Death .

(i) The Employment Term and the Executive’s employment hereunder shall terminate upon the Executive’s death and may be terminated by the Company as a result of the Executive’s Disability. For purposes of this Agreement, “Disability” shall have the meaning set forth in Code Section 409A.

(ii) Upon termination of the Executive’s employment hereunder for either Disability or death, the Executive or the Executive’s estate (as the case may be) shall be entitled to receive:

(A) the Accrued Rights; and

(B) vesting of any equity-based awards then held by the Executive with respect to the Company, if and to the extent provided in the applicable plan and award agreements.

Following the Executive’s termination of employment due to death or Disability, except as set forth in this Section 9(b)(ii), the Executive shall have no further rights to any compensation or any other benefits from the Company or any subsidiary or affiliate, under this Agreement or otherwise.

(i) The Employment Term and the Executive’s employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or by the Executive as a result of a Constructive Termination.

(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon the occurrence, without the consent of the Executive, of any of the following: (A) a reduction in the amount of the Executive’s then current Base Salary or target AIP, other than any reduction that is also applicable in a substantially similar manner and proportion to the other senior executives of the Company; (B) the removal of the Executive from his position as Chief Executive Officer or President of the Company; (C) the assignment to the Executive of duties or responsibilities which are materially inconsistent with the Executive’s positions; (D) any requirement by the Company that the Executive relocate his principal place of employment to a location other than the Company’s principal headquarters; (E) the failure of the Company to appoint the Executive to the Board prior to May 1, 2012 or to nominate the Executive for reelection to the Board upon expiration of his term at any subsequent annual meeting of the Company’s stockholders during the Employment Term;

(F) a failure by the Company to obtain the assumption of this Agreement by a successor of the Company in accordance with Section 13(h) hereof; (G) a delivery by the Company of a notice not to renew the Employment Term pursuant to Section 1 hereof or (H) the Company’s termination of the indemnification agreement referred to in Section 13(b) hereof without entering into a replacement or successor agreement with the Executive, or making other appropriate indemnification arrangements in favor of the Executive, on terms reasonably acceptable to the Executive and no less favorable to him than to the Company’s other senior executives; provided that any of the events described in clauses (A)-(D) of this Section 9(c)(ii) shall constitute a Constructive Termination only if the Company fails to cure such event within thirty (30) days after receipt from the Executive of written notice of the event which constitutes a Constructive Termination; and provided , further , that a “Constructive Termination” shall cease to exist for an event or circumstance on the ninetieth (90th) day following the later of its occurrence or the Executive’s knowledge thereof, unless the Executive has given the Company written notice thereof prior to such date.

(iii) Subject to clause (iv) below, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if the Executive resigns as a result of a Constructive Termination, the Executive shall be entitled to receive, subject to Section 9(c)(iv), the following:

(A) the Accrued Rights;

(B) a prorated Annual Bonus for the fiscal year of termination based upon the achievement of performance objectives, pro-rated based on the number of days elapsed in such fiscal year through and including the date of the Executive’s termination of employment and payable at the time and in the form that apply to other AIP participants;

(C) severance payments, paid in substantially equal monthly installments over the 24-month period commencing in the month following the month in which the termination occurs (subject to Section 13(g) hereof), in an aggregate amount equal to two times the sum of (x) the Executive’s then-current Base Salary (or, if higher, the Base Salary in effect before any reduction in Base Salary in violation of this Agreement) and (y) the target Annual Bonus for the year of termination based on such Base Salary;

(D) Company-paid COBRA continuation medical benefits for the Executive (and his eligible dependents) for a period of eighteen (18) months following the Executive’s termination date; and

(E) Any outstanding equity-based awards then held by the Executive shall be treated in the following manner, subject to the Executive’s compliance with the provisions of Sections 10(a), 10(b) and 11 hereof:

(1)

the option grant described in Section 5(b)(i) hereof shall become fully vested and exercisable immediately prior to the termination of the Executive’s employment and such option (whether such option becomes vested immediately prior to termination or was previously vested) shall remain outstanding for the one-year period following such termination of employment (or, if shorter, for the remaining term of such option);

(2)

each other option to acquire shares of the Company’s common stock which ordinarily vests based solely on the Executive’s continued employment shall (A) continue to vest in accordance with its ordinary vesting schedule (disregarding such termination) for the two-year period following the termination date at which time any remaining unvested portion of the option shall be forfeited, and (B) to the extent vested, remain outstanding for the twenty-seven month period following the termination date ((or, if shorter, for the remaining term of such option);

(3)

with respect to each performance share unit or performance restricted stock unit which ordinarily vests, in whole or in part, based on attainment of performance criteria: (A) if such termination occurs prior to the end of the applicable performance period, such units shall remain outstanding and eligible to vest for the remainder of the applicable performance period, with any such vesting remaining subject to the attainment of the applicable performance goals and any requirement for the Executive to remain employed for a subsequent vesting period following the completion of the applicable performance period shall be waived; provided, that, the number of shares deliverable with respect to such awards shall be pro-rated based upon the portion of the applicable performance period which has elapsed as of the date of termination (and the remainder of such award shall be forfeited); provided further, that no pro-ration will apply to the awards described in Section 5(b)(ii) and Section 5(b)(iii) hereof and (B) if such termination occurs after the end of the applicable performance period and there is a requirement for the Executive to remain employed for a subsequent vesting period, such requirement shall be waived and the number of shares earned with respect to such performance period shall become fully vested; and

(4)

any equity-based or other incentive award not described in clauses (1), (2) or (3) above shall be treated in the manner set forth in the applicable plan and award agreement.

Following the Executive’s termination of employment by the Company without Cause (other than by reason of the Executive’s death or Disability) or by the Executive’s resignation as a result of a Constructive Termination, except as set forth in this Section 9(c)(iii), the Executive shall have no further rights to any compensation or any other benefits from the Company or any subsidiary or affiliate, under this Agreement or otherwise.

(iv) The Company’s obligation to make the payments or provide the benefits described in Section 9(c)(iii)(B), (C), (D) and (E) shall be subject to the delivery to the Company by the Executive of an executed release of claims (the “Release”) in favor of the Company and its affiliates, consistent in substance with the releases of claims used at the time by the Company in connection with separations of senior corporate executives generally, within forty-five (45) days of the date of the Executive’s termination (and the Executive’s failure to revoke such Release) and delivery to the Company within such period of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

(d) No Other Termination Payments or Benefits . Except as expressly set forth in this Agreement, following any termination of the Executive’s, the Executive shall have no further rights to any compensation or any other benefits from the Company or any subsidiary or affiliate.

(e) Notice of Termination . Any purported termination of employment by the Company or by the Executive (other than due to the Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 13(i) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

10. Certain Covenants .

(a) For a period of two years following the termination of the Executive’s employment with the Company, the Executive shall not, directly or indirectly (without the Company’s prior written consent): (a) hold a 5% or greater equity (including stock options, whether or not exercisable), voting or profit participation interest in a “Competitive Enterprise” (as hereinafter defined), or (b) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise (as defined below) and in connection with the Executive’s association engage, or directly or indirectly manage or supervise personnel engaged, in any activity: (i) that is substantially related to any activity that the Executive was engaged in with the Company

or its affiliates during the 12 months prior to the termination of the Executive’s employment, (ii) that is substantially related to any activity for which the Executive had direct or indirect managerial or supervisory responsibility with the Company or its affiliates during the 12 months prior to the termination of the Executive’s employment, or (iii) that calls for the application of specialized knowledge or skills substantially related to those used by the Executive in the Executive’s activities with the Company or its affiliates. For purposes of this Agreement, “Competitive Enterprise” means any business enterprise that engages, directly or through one or more affiliates, in any activity that competes anywhere in the world with any activity engaged in by the Company’s reportable operating segments, as described in the Company’s most recent Form 10-K filed prior to the date of the termination of employment.

(b) For a period of two years following the termination of the Executive’s employment with the Company, the Executive shall not, in any manner, directly or indirectly (without the prior written consent of the Company): (i) “Solicit” (as hereinafter defined) any “Customer” (as hereinafter defined) to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Company, (ii) transact business with any Customer that would cause the Executive to be engaged in or be associated with a Competitive Enterprise, (iii) interfere with or damage any relationships between the Company and a Customer or a Vendor (each as defined below), (iv) Solicit anyone who is then an employee of the Company (or who was an employee of the Company within the prior six (6) months) to resign from the Company or to apply for or accept employment with any other business or enterprise. For purposes of this Agreement, a “Customer” means any customer or prospective customer of the Company or its affiliates whose identity became known to the Executive in connection with the Executive’s relationship with or employment by the Company or its affiliates; “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action; and a “Vendor” means any person or entity that provides goods or services to the Company or its affiliates;

(c) The Executive agrees that, during the Employment Term and for two years thereafter, the Executive will not directly or indirectly (either through the Executive’s own efforts or through the efforts of any third person) make or publish, or cause to be made, any statement, observation or opinion, whether oral or written, that criticizes, disparages, defames, or otherwise impugns the character, integrity or reputation of any of the Company and its affiliated companies and their officers, directors or employees or the Company’s products or services; and the Company agrees that, during the Employment Term and for two years thereafter, the Company will not, (through official announcements or Company statements), and shall instruct its senior executives and Board members not to, directly or indirectly, make or publish, or cause to be made, any statement, observation or opinion, whether oral or written, to third parties that criticizes, disparages, defames, or otherwise impugns the character, integrity or reputation of the Executive. The above shall not preclude the Executive or the Company from providing truthful testimony in response to legal subpoena or as required by law, provided that the Executive or the Company, as the case may be, gives the other party notice of such subpoena and reasonably cooperates with the other party in any action it

may bring to limit or restrict the scope of the disclosure and the Company shall not be precluded by this Section 10(c) from making truthful statements in required filings under the securities laws.

(d) The Executive agrees that the restrictions contained in this Section 10 are an essential inducement for the Company’s entry into this Agreement and that but for the Executive’s agreement to comply with such restrictions, the Company would not have entered into this Agreement.

(e) It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Section 10 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

11. Confidentiality; Intellectual Property .

(a) Confidentiality .

(i) The Executive acknowledges that (i) while employed by the Company, he will have access to and/or acquire and assist in the development of confidential and proprietary information, inventions, and trade secrets relating to the present and anticipated business and operations of the Company and its affiliates which is not generally known to the public, including without limitation: research projects; manufacturing processes; sales and marketing methods; business opportunities; marketing plans; sales forecasts and product plans; distributor and customer pricing information; personnel data regarding employees of the Company and its affiliates, including salaries; and other information of a similar confidential nature not available to the public (collectively, “Confidential Information”); and (ii) such Confidential Information will be disclosed to the Executive in confidence and only for the use of the Company. The Executive agrees that at all times during and following the Executive’s employment with the Company, he shall keep secret and retain in strictest confidence, and shall not use or disclose, directly or indirectly, any Confidential Information; provided, however, that nothing in this Agreement shall prevent the Executive from disclosing Confidential Information (i) that becomes publicly available or (ii) in response to any subpoena or court order, provided, however, that prior to making any such disclosure, the Executive shall provide the Company with written notice of the subpoena, court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.

(ii) Upon termination of the Executive’s employment with the Company for any reason, the Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Executive’s possession or control (including any of the foregoing stored or located in the Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that the Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which the Executive is or becomes aware

(iii) The Company may disclose to any actual or prospective future employer of the Executive the provisions of Sections 10 and 11 of this Agreement.

(b) Intellectual Property .

(i) If the Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”), the Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(ii) If the Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Executive’s employment by the Company and within the scope of such employment and/or with the use of any the Company resources (“Company Works”), the Executive shall promptly and fully disclose same to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii) The Executive agrees to keep and maintain adequate and current written records (in the form of notes, sketches, drawings, and any other form or media requested by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times.

(iv) The Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason to secure the Executive’s signature on any document for this purpose, then the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, to act for and in the Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection with the foregoing.

(v) The Executive shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. The Executive shall comply with all relevant policies and guidelines of the Company, including regarding the protection of confidential information and intellectual property and potential conflicts of interest. The Executive acknowledges that the Company may amend any such policies and guidelines from time to time, and that the Executive remains at all times bound by their most current version that has been provided to him.

12. Specific Performance . The Executive acknowledges and agrees that (i) the business in which the Company and its affiliates are engaged is intensely competitive, (ii) the Executive will, during his employment with the Company, have access to and develop Confidential Information, (iii) the Executive will have access to and develop trade secret information as defined by Florida Stat. § 688.002(4), (iv) the Executive will have access to and develop client, customer, vendor, employee and other important relationships while employed by the Company, (v) the Executive will have, by virtue of his positions with the Company and the business community, a special and unique set of skills and talents, and (vi) the covenants set forth in Sections 10 and 11 are reasonable and necessary for the protection and continuity of the business and good will of the Company and its affiliates, and that, due to the proprietary nature of the business of the Company and its affiliates, the restrictions set forth in this Agreement are reasonable as to duration and scope. The Executive further acknowledges and agrees that irreparable injury will result to the Company if the Executive breaches such covenants, and that in the event of the Executive’s actual or threatened breach of any of these covenants, the Company will have no adequate remedy at law. The Executive accordingly agrees that (A) in the event of any actual or threatened breach or non-performance by the Executive of any of the covenants set forth in Sections 10 or 11, the Company shall be entitled to injunctive and other equitable relief from any court of competent jurisdiction, without the necessity of showing actual monetary damages or the posting of a bond or other security and (B) in the event of any actual and material breach of the covenants set forth in Sections 10(a), 10(b) or 11, no further payments or benefits (including, without limitation, treatment of equity-based awards under Section 9(c)(iii)(E)) shall be made or provided to the Executive under this Agreement. Nothing contained herein shall be

construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach.

13. Miscellaneous .

(a) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles thereof.

(b) Entire Agreement/Amendments . This Agreement, along with the agreements evidencing the Initial Grants and the grants contemplated by Section 4(c) hereof, the CIC Severance Agreement and the Company’s standard form of indemnification agreement attached hereto and incorporated herein (which shall be entered into by the Executive in connection with his becoming Chief Executive Officer), contains the entire understanding of the parties with respect to the employment of the Executive by the Company and supersedes all prior agreements and understandings (including verbal agreements) between the Executive and the Company and/or its affiliates regarding the terms and conditions of the Executive’s employment with the Company and/or its affiliates. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(c) No Waiver . The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d) Severability . In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(e) Assignment . This Agreement, and all of the Executive’s rights and duties hereunder, shall not be assignable or delegable by the Executive. Any purported assignment or delegation by the Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

(f) No Set Off; No Mitigation . The Company’s obligation to pay the Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or its affiliates. The Executive shall not be required to mitigate the

amount of any payment provided for pursuant to this Agreement by seeking other employment.

(g) Compliance with Code Section 409A . Payments and benefits under this Agreement are intended to be exempt from or to meet the requirements of Code Section 409A, and shall be interpreted and construed consistent with that intent. Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with this Section 13(g). If the Executive is a “Specified Employee” under the Harris Corporation Specified Employee Policy for 409A Arrangements with respect to the date of the Executive’s termination of employment, then no such payment shall be made or commence during the period beginning on the date of the Executive’s termination of employment and ending on the date that is six months following the date of the Executive’s termination of employment or, if earlier, on the date of the Executive’s death, if the earlier making of such payment would result in tax penalties being imposed on the Executive under Code Section 409A. The amount of any payment that otherwise would be paid to the Executive hereunder during this period shall instead be paid to the Executive on the first business day coincident with or next following the date that is six months and one day following the date of the Executive’s termination of employment or, if earlier, within ninety (90) days following the death of the Executive. Payments with respect to reimbursements of expenses shall be made promptly, but in any event on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, and any right to reimbursement is not subject to liquidation or exchange for cash or another benefit. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Code Section 409A, including without limitation for the purpose of applying the exclusion from Code Section 409A for certain short-term deferral amounts.

(h) Successors; Binding Agreement . This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. The provisions of Sections 7, 8, 9, 10, 11, 12 and 13(b) of this Agreement shall survive any expiration of the Employment Term, termination of this Agreement or the Executive’s termination of employment, as shall such other terms of this Agreement which must so survive in order to effectuate their intent.

(i) Notice . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage

prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company, addressed to:

Harris Corporation

1025 West NASA Boulevard

Melbourne, Florida 32919

Attn: General Counsel

With a copy to : Lead Independent Director and Chairman

If to the Executive, to the address set forth on the signature page of this Agreement or at the current address listed in the Company’s records.

(j) Executive’s Representation . The Executive hereby represents to the Company (which representation has been relied upon by the Company in entering into this Agreement) that: (i) Executive has reviewed this Agreement with Executive’s counsel; and (ii) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other similar agreement or policy to which the Executive is a party or otherwise bound, other than as previously disclosed by the Executive to the Company or its representatives. Without limiting the representation in clause (ii) of the preceding sentence, the Executive represents that he has provided the Company with a copy of any employment agreement or other similar agreement or policy or the relevant provisions thereof to which the Executive is a party or otherwise bound.

(k) Company’s Representation . The Company hereby represents and warrants to the Executive (which representation has been relied upon by the Executive in entering into this Agreement) that the execution, delivery and performance of this Agreement by the Company have been duly and validly authorized and the Agreement is a valid and binding agreement of the Company enforceable in accordance with its terms.

(l) Cooperation . The Executive shall provide the Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during the Executive’s employment hereunder. This provision shall survive any termination of this Agreement. Any request by the Company for the Executive’s cooperation following termination of his employment shall be subject to the Executive’s business and other personal commitments and shall not be required to the extent that, in the reasonable good faith judgment of the Executive, such cooperation could reasonably be expected to expose the Executive to civil or criminal liability. The Executive shall be entitled to reimbursement, upon receipt by the Company of suitable documentation, for his reasonable out-of-pocket expenses for such cooperation (including travel costs and reasonable legal fees to the extent the

Executive reasonably believes that separate representation is warranted and obtains the Company’s consent in writing, which consent shall not be unreasonably withheld).

(m) Withholding Taxes . The Company may withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(n) Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(o) Arbitration . Except as otherwise provided in Section 12 of this Agreement, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Orlando, Florida by three arbitrators in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators’ award in any court having jurisdiction.

(p) Legal Fees . The Company shall reimburse the Executive for the legal fees, incurred by the Executive in connection with the negotiation and execution of this Agreement, up to a maximum of $25,000. Such reimbursement shall be made by the Company within twenty days of the Executive’s submission to the Company of an invoice or invoices from counsel, which submission shall be made no later than December 10, 2011.

(q) Effectiveness of Agreement . Notwithstanding any other provision hereof, in the event that the Executive does not commence employment with the Company as contemplated in Section 1, this Agreement shall be null and void, ab initio , and of no force or effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

HARRIS CORPORATION

/s/ Lewis Hay III

By: Lewis Hay III

Title: Lead Independent Director

Attest:

/s/ Scott T. Mikuen

Scott T. Mikuen

Vice President, General Counsel and Secretary

EXECUTIVE

/s/ William M. Brown

Exhibit 10.2


		HARRIS CORPORATION
		Corporate Headquarters
		1025 W. NASA Blvd.
		Melbourne, FL USA 32919

EXECUTION COPY

October 8, 2011

Howard L. Lance

c/o Harris Corporation

1025 West NASA Boulevard

Melbourne, Florida 32919

Dear Howard:

You previously communicated to the Board that you would retire as the Chairman, President and Chief Executive Officer of Harris Corporation (the “Company”) at such time as the Board identified a suitable successor Chief Executive Officer (“CEO”), which has now occurred. Accordingly, this letter (this “Agreement”) will set forth our mutual understanding as to the rights and obligations of you and the Company in connection with your retirement. We trust that these arrangements will provide for a smooth transition of responsibilities to the new CEO.

In consideration of the mutual promises and agreements set forth below, you and the Company agree as follows:

1. R ETIREMENT AS P RESIDENT AND C HIEF E XECUTIVE O FFICER . Effective as of October 31, 2011 (the “Retirement Date”), you shall retire as the Company’s President and Chief Executive Officer and from all other positions that you hold as an officer or employee of the Company and its affiliates. You agree to execute such documents and take such actions as may be necessary or desirable to further effectuate the foregoing.

2. R ETIREMENT FROM THE B OARD OF D IRECTORS . You shall continue to serve as the Non-Executive Chairman of the Board from November 1, 2011 until December 31, 2011, upon which date your retirement from the Board shall become effective. You agree to execute such documents and take such actions as may be necessary or desirable to further effectuate the foregoing. During the period in which you serve as Non-Executive Chairman, you agree to spend sufficient time on Company matters so as to facilitate an orderly transition of responsibilities to the new CEO. You will be provided with office space and administrative support during the period in which you serve as Non-Executive Chairman. During the period in which you serve as Non-Executive Chairman, you shall be entitled to meeting fees in accordance with Board policy and a pro-rata portion of the cash retainer for non-employee Board members.

3. A DVISORY S ERVICES . During the period from January 1, 2012 through December 31, 2012, you shall serve in the role of Special Advisor. During such period, you agree to spend sufficient time on Company matters so as to facilitate an orderly transition of responsibilities to the new CEO and the new Chairman of the Board and to make yourself available up to 25 hours per month to attend to Company matters as requested. Such services shall be performed on mutually agreed upon dates and such advisory services shall not unreasonably interfere with your other business or personal activities. As Special Advisor, you shall be an independent contractor of the Company and shall not be considered for any purpose to be an employee or agent of the Company and shall not have the authority to speak on behalf of or bind the Company.

4. T REATMENT OF C OMPENSATION . In exchange for your service obligations described above, you will receive the following compensation and benefit treatment:

4.1 Payments.

(a) Base Salary; Vacation; COBRA . Through the Retirement Date, you shall continue to receive (i) your annual base salary at its current rate and (ii) the same benefits as are provided to you as of the date of this letter, unless terminated or modified generally. Following your Retirement Date, you shall receive payment in respect of your accrued and unused vacation in accordance with the Company’s policies and procedures. Your unused vacation balance is set forth on Exhibit A hereto. To the extent required by law, you will be offered the opportunity to receive continuation coverage for yourself and your eligible dependents under the Company’s medical plan pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following the Retirement Date.

(b) Annual Incentive Plan . You shall be eligible to receive a cash bonus under the Company’s Annual Incentive Plan, as amended (“AIP”), in respect of the Company’s 2012 fiscal year, which bonus payment shall be (1) contingent on the attainment of the applicable AIP performance metrics for fiscal 2012 and (2) pro-rated for the portion of the 2012 fiscal year which has elapsed as of the Retirement Date. Any such payment shall be determined and paid in accordance with the Company’s practices with respect to bonuses under the AIP generally.

(c) Performance Reward Plan . You shall be eligible to receive a bonus under the Company’s Performance Reward Plan (“PRP”) in respect of the Company’s 2012 fiscal year, which bonus payment shall be (1) contingent on the attainment of the applicable PRP performance metrics for fiscal 2012 and (2) pro-rated for the portion of the 2012 fiscal year which has elapsed as of the Retirement Date. Any such payment shall be determined in and paid in accordance with the Company’s practices with respect to bonuses under the PRP generally.

(d) Advisory Fees . For your services as Special Advisor, you shall receive advisory fees at the annual rate of $250,000, payable in substantially equal monthly installments.

4.2 Equity Awards.

(a) Vested Options . Each option to purchase Company common stock (or portion of such an option) which you hold and which is outstanding, vested and exercisable as of the Retirement Date (collectively, the “Vested Options”) shall, notwithstanding the terms and conditions applicable to such grants, remain outstanding for its full remaining term (subject to its earlier exercise and your compliance with your obligations under Section 5 hereof), notwithstanding your retirement. Except as modified by this Section 4.2(a), such Vested Options shall continue to be governed by the terms of the applicable agreements, terms and conditions and plans (including provisions permitting adjustment of options in the event of certain corporate events). Each Vested Option is listed on Exhibit A hereto, along with the number of shares subject thereto, the applicable per-share exercise price and the expiration date of such option, as amended pursuant to this Section 4.2(a).

(b) Unvested Options . Each option to purchase Company common stock (or portion of such an option) which you hold and which is outstanding as of the Retirement Date, but not vested and exercisable as of such date (collectively, the “Unvested Options”), shall, notwithstanding the terms and conditions applicable to such grants, not terminate upon the Retirement Date, but instead shall remain outstanding and continue to vest as if you had remained employed by the Company, and thereafter and shall remain outstanding for its full remaining term (subject to its earlier exercise and your compliance with your obligations under Section 5 hereof) notwithstanding your retirement. Except as modified by the provisions of this Section 4.2(b), such Unvested Options shall continue to be governed by the terms of the applicable agreements, terms and conditions and plans (including provisions permitting adjustment of options in the event of certain corporate events). Each Unvested Option is listed on Exhibit A hereto, along with the number of shares subject thereto, the applicable per-share exercise price and the expiration date of such option, as amended pursuant to this Section 4.2(b).

(c) Performance Share Awards . Each Performance Share Award which you hold as of the Retirement Date shall, notwithstanding the terms and conditions initially applicable to such grants, remain outstanding and eligible to vest, based on attainment of the applicable performance metrics. Upon any such vesting, the number of shares which you receive pursuant to the Performance Share Award shall be pro-rated for the portion of the performance period occurring through the Retirement Date. Except as modified by the provisions of this Section 4.2(c), each such Performance Share Award shall continue to be governed by the terms of the applicable agreements, terms and conditions and plans (including provisions permitting adjustment of awards in the event of certain corporate events). Each Performance Share Award held by you is listed on Exhibit A hereto.

4.3 SERP. You will be entitled to receive your account balance under the Harris Corporation Supplemental Executive Retirement Plan, as amended (the “SERP”) following the Retirement Date, which balance shall be paid to you in accordance with the terms of the SERP and your election thereunder. Your account balance under the SERP is set forth on Exhibit A hereto.

4.4 Supplemental Pension Benefit.

(a) Subject to your compliance with your obligations hereunder (including, without limitation, compliance with your obligations under Section 5 hereof), on or about each November 1 following the Retirement Date, the Company shall provide you with a supplemental retirement benefit, in the form of a life annuity, at an annual rate of $514,745 (the “Annuity”), which Annuity shall be payable in annual installments for the remainder of your lifetime; provided, however, that in order to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the first payment of the Annuity shall not be made until May 1, 2012, at which time the Company shall pay you an aggregate amount of $523,740.82, which represents the annual Annuity amount plus interest thereon for the period from the Retirement Date until May 1, 2012.

(b) The Annuity shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge prior to actual receipt thereof by you. Any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt will be void.

(c) In the event that you are declared incompetent and a conservator or other person legally charged with the care of your person or estate is appointed, the Annuity shall be paid to such conservator or other person legally charged with the care of your person or estate.

(d) The Annuity at all times shall be unfunded and shall be paid solely from the general assets of the Company. Neither you nor anyone claiming through you shall have any interest in any particular assets of the Company by reason of the right to receive a benefit or payment under this Agreement.

(e) You acknowledge that the Annuity, the 401(k) Plan (as defined below) and the SERP together represent your only entitlement to retirement or pension benefits from the Company and specifically acknowledge that you are not entitled to benefits pursuant to the Company’s Supplemental Pension Plan for Howard L. Lance, as amended (the “SPP”).

4.5 Employee Welfare and 401(k) Benefits. Following the Retirement Date, the Company shall provide to you all employee benefits due to you under the terms of the Company’s welfare benefit plans in which you participate as in effect immediately prior to the Retirement Date. You shall also be entitled to accrued benefits under the Harris Corporation Retirement Plan (the “401(k) Plan”), which shall be paid to you in accordance with the terms of the 401(k) Plan. Your balance under the 401(k) Plan as of September 23, 2011 is set forth on Exhibit A hereto. In addition, you will be entitled to participate in the Company’s group medical plan for retired employees, the full cost of which will be borne by you.

4.6 Business Expense Reimbursement. The Company shall reimburse you for all reasonable travel, entertainment or other expenses incurred by you prior to the Retirement Date, in accordance with the Company’s expense reimbursement policy.

4.7 Other Compensation Matters. Notwithstanding anything to the contrary contained in this Agreement (including the Release set forth in Section 6 hereof), you hereby acknowledge that, in connection with your retirement and ceasing to be an employee of the Company, you shall not be entitled to receive from the Company or an affiliate (i) any severance pay or benefits or (ii) any retiree termination welfare benefits (other than health care continuation coverage that you may be entitled to elect pursuant to Section 4980B of the Code and except as provided in Section 4.5), in each case including, but not limited to any severance pay or benefits pursuant to your employment agreement with the Company, dated December 19, 2008 (the “Employment Agreement”). Your participation in all Company perquisites shall cease as of the Retirement Date. You agree that the Company shall have no obligation to fund or retain funds in any “rabbi trust” with respect to payments and benefits to you.

5. R ESTRICTIVE C OVENANTS . Payments to you under Section 4.4 and your ability to exercise stock options described in Section 4.2(a) and 4.2(b) shall be conditioned on your continued compliance with the provisions of this Section 5. In the event of any violation by you of these provisions, no further payments shall be made under Section 4.4 and the stock options described in Section 4.2(a) and 4.2(b) shall immediately terminate.

5.1 Non-Competition Provision .

(a) From and after the Retirement Date, you shall not, directly or indirectly (without the Company’s prior written consent): (i) hold a five percent (5%) or greater equity (including stock options, whether or not exercisable), voting or profit participation interest in a “Competitive Enterprise” (as hereinafter defined), or (ii) associate (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise and in connection with your association engage, or directly or indirectly manage or supervise personnel engaged, in any activity: (A) that is substantially related to any activity that you were engaged in with the Company or its affiliates during the 12 months prior to the Retirement Date, (B) that is substantially related to any activity for which you had direct or indirect managerial or supervisory responsibility with the Company or its affiliates during the 12 months prior to the Retirement Date, (C) that calls for the application of specialized knowledge or skills substantially related to those used by you in your activities with the Company or its affiliates, or (D) that involves any customer or business relationship you developed during your employment with the Company or any of its affiliates.

(b) “Competitive Enterprise” means any business enterprise that either (i) engages in any activity conducted anywhere in the world which is the same as, similar to or otherwise competitive with one or more of the following Company business units: (A) RF Communication, including the U.S. Department of Defense and International Tactical Communications; (B) Public Safety and Professional Communications; (C) IT Services; (D) Managed Satellite and Terrestrial Communications Solutions; (E) Healthcare Solutions; (F) Cyber Integrated Solutions; (G) Broadcast and New Media Solutions; (H) Civil Programs; (I) Defense Programs; or (J) National Intelligence Programs (however such units may be subsequently denominated or reorganized), or (ii) holds a five percent

(5%) or greater, equity, voting or profit participation interest in any enterprise that engages in such activity.

(c) Notwithstanding the foregoing, nothing contained in this Section 5.1 shall prohibit you from associating (including as a director, officer, employee, partner, consultant, agent or advisor) with a Competitive Enterprise, provided that you are not engaged or any way involved in, have no direct or indirect managerial or supervisory authority over, and have no access to confidential or proprietary information in any way relating to any activities conducted by such competitive enterprise that competes (in products or services) directly or indirectly with any of the business units described in Section 5.1(b) above.

5.2 Non-Solicitation Provision . From and after the Retirement Date, you shall not, in any manner, directly or indirectly (without the prior written consent of the Company): (i) “Solicit” (as hereinafter defined) any “Customer” (as hereinafter defined) to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Company, (ii) transact business with any Customer that would cause you to be engaged in or be associated with a Competitive Enterprise, (iii) interfere with or damage any business relationships of the Company or its affiliates, including, but not limited to, any relationships between the Company and a Customer (as defined below), (iv) Solicit anyone who is then an employee of the Company (or who was an employee of the Company within the prior 12 months) to resign from the Company or to apply for or accept employment with any other business or enterprise, or (v) Solicit for employment or hire any anyone who is then an employee of the Company (or who was an employee of the Company within the prior 12 months). For purposes of this Agreement, a “Customer” means any customer or prospective customer of the Company or its affiliates whose identity became known to you in connection with your relationship with or employment by the Company or its affiliates, and “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.

5.3 Non-Disparagement . You agree that, from and after the Retirement Date, you will not directly or indirectly (either through your own efforts or through the efforts of any third person) make or publish, or cause to be made, any statement, observation or opinion, whether oral or written, that (a) criticizes, disparages, defames, or otherwise impugns the character, integrity or reputation of any of the Releasees (as defined in Section 7 hereof) or the Company’s products or services; or (b) accuses or implies that the Company or any of the Releasees engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with the Company (or the termination thereof), the business or operations of the Company, or otherwise. The Company agrees that it shall instruct each member of its executive team and each member of its Board of Directors to not, directly or indirectly (either through such person’s own efforts or through the efforts of any third person) make or publish, or cause to be made, any statement, observation or opinion, whether oral or written, to a third party that (a) criticizes, disparages, defames, or otherwise impugns your character, integrity or reputation or (b) accuses or implies that you engaged in any wrongful, unlawful or improper conduct, whether relating to your employment with the Company (or the termination thereof), the

business or operations of the Company, or otherwise. The above shall not preclude you or the Company from providing truthful testimony in response to legal subpoena or as required by law, provided that the other party is given notice of such subpoena and that you or the Company, as appropriate, reasonably cooperates with the other party in any action you or the Company may bring to limit or restrict the scope of the disclosure.

5.4 Confidentiality . You acknowledge that (i) while employed by the Company, you have had access to and/or acquired and assisted in the development of confidential and proprietary information, inventions, and trade secrets relating to the present and anticipated business and operations of the Company and its affiliates which is not generally known to the public, including without limitation: research projects; manufacturing processes; sales and marketing methods; business opportunities; marketing plans; sales forecasts and product plans; distributor and customer pricing information; personnel data regarding employees of the Company and its affiliates, including salaries; and other information of a similar confidential nature not available to the public (collectively, “Confidential Information”); and (ii) such Confidential Information has been disclosed to you in confidence and only for the use of the Company. You agree that at all times following the Retirement Date, you shall keep secret and retain in strictest confidence, and shall not use or disclose, directly or indirectly, any Confidential Information; provided, however, that nothing in this Agreement shall prevent you from disclosing Confidential Information (i) that becomes publicly available or (ii) in response to any subpoena or court order, provided, however, that prior to making any such disclosure, you shall provide the Company with written notice of the subpoena, court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.

5.5 Enforcement . You acknowledge and agree that (i) the business in which the Company and its affiliates are engaged is intensely competitive, (ii) you have had access to and developed Confidential Information, (iii) you have had access to and developed trade secret information as defined by Florida Stat. § 688.002(4), (iv) you have had access to and developed client, customer, vendor, employee and other important relationships while employed by the Company, (v) you have, by virtue of your positions with the Company and the business community, a special and unique set of skills and talents, and (vi) the covenants set forth in this Section 5 are reasonable and necessary for the protection and continuity of the business and good will of the Company and its affiliates, and that, due to the proprietary nature of the business of the Company and its affiliates, the restrictions set forth in this Agreement are reasonable as to duration and scope. You further acknowledge and agree that irreparable injury will result to the Company if you breach such covenants, and that in the event of your actual or threatened breach of any of these covenants, the Company will have no adequate remedy at law. You accordingly agree that (A) in the event of any actual or threatened breach or non-performance by you of any of the covenants set forth in this Section 5, the Company shall be entitled to injunctive and other equitable relief, for a period of two (2) years from the Retirement Date with respect to Sections 5.1 and 5.2 and in perpetuity with respect to Sections 5.3 and 5.4, from any court of competent jurisdiction, without the necessity of showing actual monetary damages or the posting of a bond or other security and (B) in the event of any actual breach of the covenants set forth in Section 5, no further payments shall

be made under Section 4.4 and the stock options described in Section 4.2(a) and 4.2(b) shall immediately terminate. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach.

6. R ELEASE . You hereby acknowledge that the Company’s obligations under Sections 4.1(b), 4.1(c), 4.1(d), 4.2 and 4.4 hereof are in addition to any payments or benefits to which you are entitled under law, contract or otherwise and are contingent upon your timely execution of, and failure to revoke this Agreement, including the release of claims set forth in this Section 6 (the “Release”). In the event that you do not timely execute the Agreement, or if you timely revoke the Agreement as described below, the Company shall have no obligations to you under Sections 4.1(b), 4.1(c), 4.1(d), 4.2 or 4.4 hereof. For purposes of this Section 6, “Releasees” include the Company and its affiliated companies and their officers, directors, shareholders, employees, agents, representatives, plans, trusts, administrators, fiduciaries, insurance companies, successors, and assigns.

6.1 You, on behalf of yourself and your personal and legal representatives, heirs, executors, successors and assigns, hereby acknowledge full and complete satisfaction of, and fully and forever waive, release, and discharge Releasees from any and all claims, causes of action, demands, liabilities, damages, obligations, and debts (collectively referenced as “Claims”), of every kind and nature, whether known or unknown, suspected or unsuspected, that you hold as of the date you sign this Agreement, or at any time previously held against any Releasee, arising out of any matter whatsoever (with the exception of breach of this Agreement). This release specifically includes, but is not limited to, any and all Claims:

(a) Arising out of or in any way related to your employment with or separation from the Company, or any contract or agreement between you and the Company;

(b) Arising under or based on the Equal Pay Act of 1963 (EPA); Title VII of the Civil Rights Act of 1964, as amended (Title VII); Section 1981 of the Civil Rights Act of 1866 (42 U.S.C. §1981); the Civil Rights Act of 1991 (42 U.S.C. §1981a); the Americans with Disabilities Act of 1990, as amended (ADA); the Family and Medical Leave Act of 1993, as amended (FMLA); the Genetic Information Nondiscrimination Act of 2008 (GINA); the National Labor Relations Act (NLRA); the Worker Adjustment and Retraining Notification Act of 1988 (WARN); the Uniform Services Employment and Reemployment Rights Act (USERRA); the Rehabilitation Act of 1973; the Occupational Safety and Health Act (OSHA); the Employee Retirement Income Security Act of 1974 (ERISA) (except claims for vested benefits, if any, to which you are legally entitled); the False Claims Act; Title VIII of the Corporate and Criminal Fraud and Accountability Act, as amended (18 U.S.C. §1514A) (Sarbanes-Oxley Act); the federal Whistleblower Protection Act and any state whistleblower protection statute(s); and the Florida Civil Rights Act or any other FEP statute(s) of any state;

(c) Arising under or based on any other federal, state, county or local law, statute, ordinance, decision, order, policy or regulation prohibiting employment

discrimination; providing for the payment of wages or benefits (including overtime and workers’ compensation); or otherwise creating rights or claims for employees, including, but not limited to, any and all claims alleging breach of public policy; the implied obligation of good faith and fair dealing; or any express, implied, oral or written contract, handbook, manual, policy statement or employment practice, including, but not limited to, the Employment Agreement; or alleging misrepresentation; defamation; libel; slander; interference with contractual relations; intentional or negligent infliction of emotional distress; invasion of privacy; assault; battery; fraud; negligence; harassment; retaliation; or wrongful discharge; and

(d) Arising under or based on the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended by the Older Workers Benefit Protection Act (“OWBPA”), and alleging a violation thereof by any Releasee, at any time prior to the date you sign this Agreement.

6.2 You agree that, except as set forth in this Agreement, you are not entitled to any payment or benefits from any of the Releasees, including, but not limited to, any payments or benefits under any plan, program or agreement with any Releasee, including, but not limited to, the Employment Agreement.

6.3 Nothing contained in this Release shall (i) release any claim that cannot be waived under applicable law, (ii) release your rights to any benefits under any employee welfare benefit plan of the Company, the 401(k) Plan or with respect to the right to elect health care continuation under COBRA, (iii) release any entitlement to or with respect to indemnification which you may have pursuant to the Company’s bylaws, any policy of insurance maintained by the Company or otherwise under law, or (iv) be construed to release your rights under this Agreement or be construed to prohibit or restrict you in any manner from bringing appropriate proceedings to enforce this Agreement. You acknowledge that your execution of this Agreement terminates any claims you previously held to any and all compensation and employee benefits, other than those specifically identified in this Agreement.

6.4 By signing this Agreement, you represent that you have not commenced or joined in any claim, charge, action or proceeding whatsoever against any of the Releasees arising out of or relating to any of the matters set forth in this paragraph 6. You further represent that you will not be entitled to any personal recovery in any action or proceeding that may be commenced on your behalf arising out of the matters released hereby.

7. G ENERAL P ROVISIONS .

7.1 Severability. It is the desire and intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law. Moreover, if any one or more of the provisions

contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

7.2 No Admission . By entering into this Agreement, the parties do not admit to, and expressly deny, any wrongdoing.

7.3 Return of Property. You agree to return to the Company, on or prior to December 31, 2011, all files, records, documents, reports, computers and other property of the Company in your possession or control, including, but not limited to, any documents or other materials containing Confidential Information, and you further agree that you will not keep, transfer or use any copies or excerpts of the foregoing items. You may retain (i) the PDA, and the mobile phone number associated with the PDA, provided to you by the Company, and (ii) the laptop provided to you by the Company; provided that prior to December 31, 2011, you permit the Company access to the PDA and laptop in order to remove Company confidential information therefrom.

7.4 Notices . Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national or international courier service (including Federal Express), and addressed to you at your last known address on the books of the Company or, in the case of the Company, at the Company’s principal place of business, attention of the General Counsel of the Company, or to such other address as either party may specify by notice to the other actually received.

7.5 Successors and Assigns. This Agreement is personal to you and, without the prior written consent of the Company, shall not be assignable by you otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by your legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

7.6 Governing Law; Captions; Amendment. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without reference to principles of conflict of laws. The parties stipulate that jurisdiction and venue will lie exclusively in Brevard County, Florida or the United States District Court for the Middle District of Florida for any action involving the validity, interpretation and enforcement of this Agreement, for any claim for breach of this Agreement, and for damages or any other relief sought under this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.

7.7 Code Section 409A Compliance . The Company and you each hereby affirm that it is their mutual view that the provision of payments and benefits described or referenced herein are exempt from or in compliance with the requirements of Section 409A of the Code and the Treasury regulations relating thereto (“Section 409A”) and that each party’s tax reporting shall be completed in a manner consistent with such

view. The Company and you each agree that upon the Retirement Date, you will experience a “separation from service” for purposes of Section 409A. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Retirement Date separation from service shall instead be paid on the first business day after the date that is six months following the Retirement Date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. Neither the Company nor its affiliates shall be liable in any manner for any federal, state or local income or excise taxes (including but not limited to any taxes under Sections 409A of the Code), or penalties or interest with respect thereto, as a result of the payment of any compensation or benefits hereunder or the inclusion of any such compensation or benefits or the value thereof in your income. You acknowledge and agree that the Company shall not be responsible for any additional taxes or penalties resulting from the application of Section 409A.

7.8 Withholding . Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all amounts that are required or authorized to be withheld, including, but not limited to, federal, state, local and foreign taxes to be withheld by applicable laws or regulations.

7.9 Preparation of Agreement . This Agreement will be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto. Regardless of which party initially drafted this Agreement, it will not be construed against any one party, and will be construed and enforced as a mutually-prepared document.

7.10 Entire Agreement . This Agreement constitutes the entire agreement between you and the Company with respect to the subjects addressed herein, and together with the plans and award agreements for the awards described in Sections 4.1, 4.2, 4.3 and 4.5, supersede all prior agreements, understandings and representations, written or oral, with respect to those subjects, including, but not limited to the, Employment Agreement. Without limiting the generality of the foregoing, you acknowledge that the Employment Agreement, the SPP and your Executive Change in

Control Severance Agreement with the Company shall be terminated upon the effectiveness of this Agreement.

7.11 Legal Fees . The Company shall reimburse you for the legal fees, incurred by you in connection with the negotiation and execution of this Agreement, up to a maximum of $25,000. Such reimbursement shall be made by the Company within twenty business days of your submission to the Company of an invoice or invoices from counsel, which submission shall be made no later than December 1, 2011.

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

8. C ONSULTATION WITH ATTORNEY ; V OLUNTARY A GREEMENT . You understand and agree that you have the right and have been given the opportunity to review this Agreement and, specifically, the Release set forth in Section 6 above, with an attorney of your choice. You also understand and agree that you are under no obligation to consent to the Release. You acknowledge that you have read this Agreement and the Release and understand their terms and that you enter into this Agreement freely, voluntarily, and without coercion. You acknowledge that you have been given at least twenty-one (21) days during which to review and consider the provisions of this Agreement and, specifically, the Release set forth in Section 6 above, although you may sign and return it sooner if you so desire. You further acknowledge that you have been advised by the Company that you have the right to revoke this Agreement for a period of seven (7) days after signing it (the “Revocation Period”). You acknowledge and agree that, if you wish to revoke this Agreement, you must do so in a writing, signed by you and received by the Company no later than 5:00 p.m. Eastern Time on the seventh (7th) day of the Revocation Period. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8th) day following your execution of this Agreement. You further acknowledge and agree that, in the event that you revoke this Agreement, it shall have no force or effect.

SIGNATURE PAGE FOLLOWS

To indicate your understanding and acceptance of the terms set forth in this Agreement, please sign and date this Agreement in the space provided below and return it to me.

Sincerely,

H ARRIS C ORPORATION


By:	/s/ Lewis Hay, III	October 8, 2011
		Date


Print Name:		Lewis Hay, III

ACCEPTED AND AGREED:

Howard L. Lance



/s/ Howard L. Lance								October 8, 2011
								Date

EXHIBIT A

Vacation balance (as of September 23, 2011): $124,213 ^*

Vested Options (as of September 23, 2011):


Grant Date	Vested Shares Subject to Option		Per-Share Exercise Price		Expiration Date
8/28/2010		59,467		42.87		8/28/2020
8/28/2009		182,667		35.04		8/28/2019
8/23/2008		183,918		48.96		8/23/2015
8/27/2007		161,721		55.78		8/27/2014
8/26/2006		163,835		41.46		8/26/2013
8/27/2005		84,975		35.19		8/27/2012

Unvested Options (as of September 23, 2011):

Grant Date

Unvested Shares
Subject to Option

Per-Share
Exercise Price

Expiration Date

8/28/2010

118,933

42.87

8/28/2020

8/28/2009

91,333

35.04

8/28/2019

Performance Share Awards (as of September 23, 2011):


Cycle	Cycle End Date		Maximum Shares Available
FY10-12		6/29/2012		75,400
FY11-13		6/29/2013		49,800

SERP account balance as of September 23, 2011: $5,051,725 ^*

401(k) Plan balance as of September 23, 2011: $322,941 ^*

^*	Actual amount payable will be adjusted for changes between the date hereof and the payment date in accordance with the terms of the applicable program/plan.

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

William M. Brown Named President and

Chief Executive Officer of Harris Corporation

United Technologies Corporation Head of Corporate Strategy and

Development Brings Commercial and Operational Expertise

and a Solid Track Record Growing International Businesses

MELBOURNE Florida, October 10, 2011 – Harris Corporation (NYSE:HRS), an international communications and information technology company, today announced that its Board of Directors has appointed William M. Brown president and chief executive officer effective November 1, 2011. The Board expects to appoint Brown, 48, to the Board of Directors at its December 2011 meeting.

Brown succeeds Howard L. Lance, who has served as CEO since January 2003. Mr. Lance announced in May 2011 his intention to retire when a successor was named. Mr. Lance, 55, will continue to serve as chairman, president and CEO through October 31, 2011, and will then serve as non-executive chairman of the Board until December 31, 2011.

On January 1, 2012, Thomas A. Dattilo, 60, former chairman, president and CEO of Cooper Tire and Rubber Company, and a member of the Harris Board of Directors since 2001, will become non-executive chairman of the Board. Dattilo is expected to serve in this role for up to two years. The Board expects to name Brown to the combined chairman and CEO role at a later date.

Brown joins Harris from United Technologies Corporation (NYSE:UTX), where he held several senior leadership roles since he joined the company in 1997. During the past six months, as Senior Vice President, Corporate Strategy and Development, he has been responsible for the company’s global strategic planning and M&A activity.

Prior to that role he served five years as president of UTC’s $6.5 billion Fire & Security division, where he led 45,000 employees, operating 41 factories and 350 branches across 35 countries. In this role, he successfully executed and integrated a number of acquisitions, grew sales from $4.2 billion to $6.5 billion and tripled operating profits. During his tenure he transformed the division to a global leader in the $100 billion fire safety and electronic security market, while executing restructuring and productivity initiatives resulting in significant cost savings and return on capital improvement.

Previously Brown held U.S. and international leadership positions in UTC’s Carrier Corporation subsidiary, where he demonstrated a command of the economics of different business units and skill at developing alternative strategies for U.S. and international markets.


HARRIS CORPORATION

Speaking on behalf of the Harris Board, Lewis Hay III, lead independent director of the Board, said, “Bill brings to Harris a unique combination of skills and experience that make him the ideal person to lead our company. At UTC, which like Harris, develops and manufactures high-technology products for commercial and government markets, he established a strong track record of driving growth in large, global businesses and building teams that thrive and grow even in difficult competitive environments.

“Over his career, Bill Brown has demonstrated an exceptional ability to expand into new markets and increase sales, while at the same time controlling costs and enhancing margins. With his strategic acumen, operating and commercial skills and large-scale P&L management experience, the Board unanimously believes that Bill will be an exceptional leader and the perfect person to grow this company,” he added.

“I am excited to join Harris at such an important time in the company’s history,” said Brown. “During the past decade Harris has transitioned into a diversified provider of ultra-reliable communications and information technologies to government agencies and commercial markets worldwide. With its strong financial position, robust pipeline of potential opportunities and well-defined areas for new market entry, the company is ideally positioned for further growth. I look forward to working with the company’s talented management team to build on the success it has achieved.”

Hay added, “Under Howard’s stewardship Harris has posted steady, strong top- and bottom-line growth, which has increased over the past seven years at a compound annualized rate of 14 and 22 percent respectively. The Board is committed to leveraging Harris’ strong financial position to drive superior shareholder returns, and to that end, recently announced a $1 billion share repurchase program and a quarterly dividend increase of 12 percent. We thank Howard for all his contributions and look forward to working with Bill to sustain growth, profitability and value creation.”

Lance commented, “Harris will be in excellent hands with Bill at its helm. Harris is a great company, with an extremely talented team and bright prospects. Bill’s expertise will be a tremendous asset to the company. I look forward to working with him and the rest of our team to ensure a seamless transition.” Lance will serve as a senior advisor to the company through December 31, 2012.

Additional Information on Bill Brown

Prior to leading UTC’s Fire & Security Division, Brown held a number of senior roles at UTC’s Carrier Corporation including President of the Company’s Asia Pacific Operations where he significantly grew sales, improved profits, and expanded margins over two years. He also successfully led the turnaround of the Carrier Transicold division. Before joining UTC in 1997, he worked for McKinsey & Company as a Senior Engagement Manager. He began his career at Air Products and Chemicals, Inc. where he worked as a Project Engineer.

Brown received bachelor of science and master of science degrees in mechanical engineering from Villanova University and a master of business administration degree from the University of Pennsylvania Wharton School.


HARRIS CORPORATION

A high resolution photo is available at: William H. Brown

About Harris Corporation

Harris is an international communications and information technology company serving government and commercial markets in more than 150 countries. Headquartered in Melbourne, Florida, the company has approximately $6 billion of annual revenue and more than 16,000 employees — including nearly 7,000 engineers and scientists. Harris is dedicated to developing best-in-class assured communications ^® products, systems, and services. Additional information about Harris Corporation is available at www.harris.com .

Forward Looking Statements :

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include but are not limited to statements regarding potential growth and outlook. The company cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. The company’s consolidated results and the forward-looking statements could be affected by many factors, including but not limited to: the loss of our relationship with the U.S. government or a shift in U.S. government funding; potential changes in U.S. government or customer priorities and requirements (including potential deferral of awards, terminations, reductions of expenditures, changes to respond to the priorities of Congress and the Administration, budgeting constraints, debt ceiling implications, and cost-cutting initiatives); risks inherent with large long-term fixed-price contracts, particularly the ability to contain cost overruns; financial and government and regulatory risks relating to international sales and operations; our ability to continue to develop new products that achieve market acceptance; the consequences of future geo-political events; strategic acquisitions and the risks and uncertainties related thereto, including our ability to manage and integrate acquired businesses; performance of our subcontractors and suppliers; potential claims that we are infringing the intellectual property rights of third parties; the successful resolution of patent infringement claims and the ultimate outcome of other contingencies, litigation and legal matters; risks inherent in developing new technologies; changes in our effective tax rate; the potential impact of natural disasters or other disruptions on our operations; the potential impact of a security breach, through cyber attack or otherwise, or other significant disruptions of our IT networks and systems or those we operate for customers; the potential impact of satellite bandwidth constraints on our managed satellite communications services; changes in future business conditions that could cause business investments and/or recorded goodwill to become impaired; and the general downturn in the global economy. Further information relating to factors that may impact the company’s results and forward-looking statements are disclosed in the company’s filings with the SEC. The forward-looking statements contained in this release are made as of the date of this release, and the company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

# # #

Investor Relations inquiries: Pamela Padgett at 321-727-9383, or pamela.padgett@harris.com

Media inquiries: Jim Burke at 321-727-9131, or jim.burke@harris.com

For additional information, contact Harris Corporation at webmaster@harris.com .


HARRIS CORPORATION