EXHIBIT 10(e)(vii)
AMENDMENT NUMBER SIX
TO THE
HARRIS CORPORATION RETIREMENT PLAN
WHEREAS, Harris Corporation, a Delaware corporation (the "Corporation"),
has heretofore adopted and maintains the Harris Corporation Retirement Plan, as
amended and restated effective January 1, 2003 (the "Plan");
WHEREAS, the Corporation, by action of the Management Development and
Compensation Committee of the Corporation's Board of Directors (the
"Compensation Committee"), has the authority to amend the Plan pursuant to
Section 17.1 of the Plan;
WHEREAS, pursuant to Section 13.3 of the Plan, the Compensation Committee
has delegated to the Employee Benefits Committee of the Corporation (the
"Employee Benefits Committee") the authority to adopt non-material amendments to
the Plan; and
WHEREAS, the Corporation, by action of the Employee Benefits Committee,
desires to amend the Plan in certain non-material respects.
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the power of amendment in
Section 17.1 of the Plan and the delegation of such power pursuant to Section
13.3 of the Plan, the Plan hereby is amended, effective June 1, 2004 or as of
such other date set forth herein, as follows:
1. Effective May 1, 2004, the first sentence of the definition of
"Eligible Employee" set forth in Article 2 hereby is amended to read as follows:
An Employee other than an Employee (i) the terms of whose employment are
subject to a collective bargaining agreement which does not provide for
the participation of such Employee in the Plan; (ii) who does not receive
any Compensation payable in United States dollars; (iii) who is not
treated as an employee of an Employer on such Employer's payroll records
(notwithstanding any determination by a court or administrative agency
that such individual is an Employee) or (iv) who is not a United States
citizen or a resident alien and who provides services in a location other
than the United States.
2. Effective December 5, 2003, the definition of "Investment Committee"
set forth in Article 2 hereby is amended to replace the phrase "The Investment
Committee--Retirement Plans of the Board" appearing therein with the phrase "The
Investment Committee--Employee Benefit Plans of the Company".
3. Effective December 5, 2003, the definition of "Trustee" set forth in
Article 2 hereby is amended to replace the words "Investment Committee"
appearing therein with the words "Executive Committee".
4. Effective December 5, 2003, Article 2 hereby is amended to add the
following new definition thereto:
Executive Committee. The Executive and Finance Committee of the
Board (or such other committee of the Board as the Board may designate
from time to time). Reference herein to the Executive Committee also shall
include any person to whom the Executive Committee has delegated any of
its authority pursuant to Section 13.3.
5. Section 4.2 hereby is amended to read as follows:
Section 4.2 Matching Contributions. (a) Basic. Subject to the
limitations set forth in Article 6, each Employer shall make a matching
contribution for each payroll period on behalf of each Participant who is
an Eligible Employee of such Employer, and who has completed a Year of
Service, in an amount equal to 100% of the aggregate of (i) the pre-tax
contribution made on behalf of such Participant pursuant to Section 4.1
and (ii) the after-tax contribution made on behalf of such Participant
pursuant to Section 5.1, provided that the matching contribution shall not
exceed 6% of the Participant's Compensation for such payroll period.
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(b) Discounted Stock Contribution. Subject to the limitations set
forth in Article 6, each Employer may, in its discretion, make a matching
contribution for each payroll period (in addition to the matching
contribution made pursuant to Section 4.2(a)) on behalf of each
Participant who is an Eligible Employee of such Employer and who (i) has
completed a Year of Service, (ii) for such payroll period makes a pre-tax
contribution to the Plan pursuant to Section 4.1 or an after-tax
contribution to the Plan pursuant to Section 5.1 and (iii) elects that all
or a portion of such contribution be invested in the Harris Stock Fund
(with the result that pursuant to Section 8.2(c) any related matching
contributions also are invested in the Harris Stock Fund). The amount of
any matching contribution made pursuant to this Section 4.2(b) shall be
determined in the Company's sole discretion.
6. The first sentence of Section 9.1(b) hereby is amended to read as
follows:
Subject to the provisions of this subsection, a Participant who has taken
all loans available to the Participant under Article 10, has taken all
withdrawals available to the Participant under Sections 9.1(a), (c) and
(d) and has incurred a financial hardship may withdraw as of any Valuation
Date all or any portion of the combined balance of his or her (i) pre-tax
contributions and (ii) vested Profit Sharing Account.
7. Paragraph (6) of Section 9.1(b) hereby is amended to read as
follows:
(6) Amounts distributed to a Participant pursuant to this Section
9.1(b) shall be withdrawn first from the Participant's pre-tax
contributions and next from the vested portion of the Participant's Profit
Sharing Account and shall not be taken from the next source until the
previous source has been depleted.
8. Section 9.1(d) hereby is redesignated as Section 9.1(e) and the
following new Section 9.1(d) hereby is added to the Plan:
(d) Withdrawals from Rollover Account. As of any Valuation Date, a
Participant may withdraw all or any portion of his or her Rollover
Account. Any withdrawal pursuant to this Section 9.1(d) shall be in the
form of a lump sum payment.
9. The final paragraph of Section 9.2(b) hereby is amended to read as
follows:
Any portion of a Participant's Matching Account and Profit Sharing
Account which the Participant is not entitled to receive pursuant to this
Section 9.2(b) shall be charged to such accounts and forfeited as of the
earlier of (i) the date the Participant receives a distribution of the
Participant's vested Account and (ii) the date the Participant incurs a
Break in Service of five consecutive years. For purposes of this Section
9.2(b), if a Participant is entitled to receive zero percent (0%) of his
or her Matching Account and Profit Sharing Account, the Participant shall
be deemed to have received a distribution of such accounts on
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the first day of the Plan Year following the Participant's termination of
employment. If a Participant who receives, or is deemed to have received,
a distribution of the Participant's vested Account is reemployed prior to
incurring a Break in Service of five consecutive years, then such
forfeiture shall be reinstated as prescribed in Section 11.2(b). Amounts
forfeited by a Participant pursuant to this Section shall be used (i)
first, to restore the Accounts of recently located Participants previously
employed by such Participant's Employer (or the recently located
Beneficiaries of Participants previously employed by such Participant's
Employer) whose Accounts were forfeited as described in Section 9.8, (ii)
next, to restore the Accounts of Participants who are reemployed by such
Participant's Employer as described in Section 11.2(b), (iii) next, to
fund any matching contributions or profit sharing contributions to be
allocated to Participants who are reemployed by such Participant's
Employer after a period of Qualified Military Service as described in
Section 11.5 and (iv) finally, to reduce future contributions to the Plan
by such Participant's Employer.
10. Effective January 1, 2003, Section 9.3(b)(2) hereby is amended to
delete the word "natural" appearing therein.
11. Section 9.3(b)(3) hereby is amended to read as follows:
(3) if at the time of a Participant's death, distribution of his or
her Account has commenced, the remaining portion of the Participant's
Account shall be paid at least as rapidly as under the method of
distribution being used prior to the Participant's death, as determined
pursuant to Regulation Section 1.401(a)(9)-2.
12. Effective January 1, 2003, Section 9.3(c)(ii) hereby is amended to
read as follows:
(ii) substantially equal periodic installment payments, payable not
less frequently than annually and not more frequently than monthly, over a
period to be elected by the Participant (or Beneficiary); provided,
however, that such period shall not exceed the life expectancy of the
Participant or, to the extent permitted by Regulation Section
1.401(a)(9)-5, the joint and last survivor expectancy of the Participant
and the Participant's Beneficiary; or
13. Effective January 1, 2003, Section 9.3(d) hereby is amended to read
as follows:
(d) Required Minimum Distributions. Notwithstanding any provision of
the Plan to the contrary, all distributions under the Plan will be made in
accordance with the minimum distribution requirements of section 401(a)(9)
of the Code and the final Regulations promulgated thereunder.
14. Section 9.5 hereby is amended (i) to redesignate the second
paragraph thereof as "(b) Order of Withdrawal or Distribution." and (ii) to
replace the words "Participant's subaccounts" appearing in such second paragraph
with the words "Participant's contribution and investment subaccounts".
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15. Section 9.7(a) hereby is amended to replace the final sentence
therein with the following two sentences:
If (i) no Beneficiary has been named by a deceased Participant or (ii) a
Beneficiary designation is not effective pursuant to the second sentence
of this section, any undistributed Account of the deceased Participant
shall be distributed by the Trustee (a) to the surviving spouse of such
deceased Participant, if any, (b) if there is no surviving spouse, to the
then living descendants, if any, of the deceased Participant, per stirpes,
or (c) if there is no surviving spouse and there are no living
descendants, to the executor or administrator of the estate of such
deceased Participant. Unless otherwise set forth in the applicable
beneficiary designation form or the instructions thereto, if a Beneficiary
designated by a Participant predeceases the Participant, any undistributed
Account of the deceased Participant shall be distributed by the Trustee in
the order prescribed by the immediately preceding sentence.
16. The final sentence of Section 9.7(b) hereby is amended to read as
follows:
Unless otherwise set forth in the applicable form pursuant to which a
Participant designates a Beneficiary or the instructions thereto, if such
Beneficiary dies after the Participant and before distribution of the
entire amount of the Participant's benefit under the Plan in which the
Beneficiary has an interest, then any remaining amount shall be
distributed, as soon as practicable after the death of such Beneficiary,
in the form of a lump sum payment to the successor beneficiary or
beneficiaries or, if there is no such successor beneficiary, to the
executor or administrator of the estate of such deceased Beneficiary.
17. The final sentence of Section 9.8 hereby is amended to read as
follows:
To the extent the forfeitures under this Section exceed any claims for
forfeited benefits made pursuant to this Section, such excess shall be
utilized (i) first, to restore the Accounts as described in Section
11.2(b) of Participants who are reemployed by the Employer in respect of
whose Eligible Employee experienced the forfeiture hereunder, (ii) next,
to fund any matching contributions or profit sharing contributions to be
allocated to Participants who are reemployed by such Employer after a
period of Qualified Military Service as described in Section 11.5 and
(iii) finally, to reduce future contributions to the Plan by such
Employer.
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18. The final sentence of Section 11.5(b) hereby is amended to read as
follows:
The amount necessary to make such allocation of matching contributions
shall be derived from forfeitures during the Plan Year in which such
matching contributions are made, and if such forfeitures are not
sufficient for this purpose, then the Eligible Employee's Employer shall
make a special contribution to the Plan which shall be utilized solely for
purposes of such allocation.
19. The final sentence of Section 11.5(c) hereby is amended to read as
follows:
The amount necessary to make such allocation of profit sharing
contributions shall be derived from forfeitures during the Plan Year in
which such profit sharing contributions are made, and if such forfeitures
are not sufficient for this purpose, then the Eligible Employee's Employer
shall make a special contribution to the Plan which shall be utilized
solely for purposes of such allocation.
20. Effective December 5, 2003, the first sentence of Section 13.1(a) is
amended to read as follows:
The Management and Compensation Committee of the Board shall appoint at
least two members to the Administrative Committee.
21. Effective December 5, 2003, Section 13.1(g) hereby is amended to
insert the phrase ", the members of the Executive Committee" immediately after
the phrase "the members of the Compensation Committee" appearing in the second
sentence thereof.
22. Effective December 5, 2003, Section 13.1(h) hereby is amended to
insert the words ", Executive Committee" immediately after the words
"Compensation Committee" appearing in the second sentence thereof.
23. Effective December 5, 2003, the third sentence of Section 13.2
hereby is amended to read as follows:
Each of the Compensation Committee and the Executive Committee shall be a
"named fiduciary" of the Plan within the meaning of such term as used in
ERISA solely with respect to its power to appoint certain fiduciaries
under the Plan.
24. Effective December 5, 2003, Sections 13.3, 13.4, and 15.1 hereby are
amended to insert the words ", the Executive Committee" immediately after the
words "the Compensation Committee" appearing therein.
25. Effective December 5, 2003, Section 14.3 hereby is amended (i) to
insert the words ", Executive Committee" immediately after the words
"Compensation Committee" appearing in the section heading thereof and (ii) to
insert the words ", the Executive Committee" immediately after the words "the
Compensation Committee" appearing in each sentence thereof.
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26. Effective December 5, 2003, Section 15.8 hereby is amended to insert
the words "the Executive Committee," immediately after the words "the
Compensation Committee," appearing in the first sentence thereof.
27. Section 17.1 hereby is amended to replace the words "Investment
Committee" appearing in each sentence thereof with the words "Compensation
Committee".
APPROVED by the HARRIS CORPORATION EMPLOYEE BENEFITS
COMMITTEE on this 4th day of June, 2004.
Attest:
/s/John D. Gronda
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Secretary
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