Exhibit 10.3
HARRIS CORPORATION
2005 DIRECTORS' DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2006)
1. Purpose. The purposes of this Harris Corporation 2005 Directors'
Deferred Compensation Plan (as may be amended from time to time, this "Plan")
are (a) to establish a method of deferring Directors' compensation which will
aid Harris Corporation in attracting and retaining as members of its Board
persons whose abilities, experience and judgment can contribute to the continued
progress of the Corporation, (b) to align further the interests of Directors
with the interests of the stockholders of the Corporation by crediting for the
account of Directors who are not employees of the Corporation or any of its
Subsidiaries a portion of their Director compensation in a Harris Stock
Equivalents Subaccount, and (c) to provide for the elective deferral of payment
of all or a portion of any Director Compensation otherwise payable in cash to
such Directors. This Plan was originally effective January 1, 2005. The Plan is
hereby amended and restated, effective January 1, 2006.
2. Definitions. For the purposes of this Plan, the following words and
phrases shall have the meanings indicated, unless the context clearly indicates
otherwise:
"Account" shall have the meaning set forth in Paragraph 4(a) of this
Plan.
"Award Date" shall have the meaning set forth in Paragraph 3(a) of
this Plan.
"Board" shall mean the Board of Directors of the Corporation.
"Change of Control" shall mean any of the following:
(i) any "person" (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in
Sections 13(d)(3) and l4(d)(2) of the Exchange Act) is or becomes a "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding securities eligible
to vote for the election of the Board (the "Corporation Voting Securities");
provided, however, that the event described in this paragraph (i) shall not be
deemed to be a Change of Control by virtue of any of the following acquisitions:
(a) by the Corporation or any of its Subsidiaries, (b) by any employee benefit
plan sponsored or maintained by the Corporation or any of its Subsidiaries, (c)
by any underwriter temporarily holding securities pursuant to an offering of
such securities, or (d) pursuant to a Non-Control Transaction (as defined in
paragraph (iii));
(ii) individuals who, on July 1, 2005, constitute the Board
(the "Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to July 1, 2005, whose election or nomination for election was approved by a
vote of at least two-thirds of the Incumbent Directors
who remain on the Board (either by a specific vote or by approval of the proxy
statement of the Corporation in which such person is named as a nominee for
director, without objection to such nomination) shall also be deemed to be an
Incumbent Director; provided, however, that no individual initially elected or
nominated as a director of the Corporation as a result of an actual or
threatened election contest with respect to directors or any other actual or
threatened solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director;
(iii) the consummation of a merger, consolidation, share
exchange or similar form of corporate reorganization of the Corporation or any
such type of transaction involving the Corporation or any of its Subsidiaries
that requires the approval of the Corporation's stockholders (whether for such
transaction or the issuance of securities in the transaction or otherwise), or
the consummation of the direct or indirect sale or other disposition of all or
substantially all of the assets, of the Corporation and its Subsidiaries (a
"Business Combination"), unless immediately following such Business Combination:
(a) more than 80% of the total voting power of the corporation resulting from
such Business Combination (including, without limitation, any corporation which
directly or indirectly has beneficial ownership of 100% of the Corporation
Voting Securities) eligible to elect directors of such corporation is
represented by shares that were Corporation Voting Securities immediately prior
to such Business Combination (either by remaining outstanding or being
converted), and such voting power is in substantially the same proportion as the
voting power of such Corporation Voting Securities immediately prior to the
Business Combination, (b) no person (other than any publicly traded holding
company resulting from such Business Combination, any employee benefit plan
sponsored or maintained by the Corporation (or the corporation resulting from
such Business Combination)), becomes the beneficial owner, directly or
indirectly, of 20% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the corporation resulting from such
Business Combination, and (c) at least a majority of the members of the board of
the corporation resulting from such Business Combination were Incumbent
Directors at the time of the Board's approval of the execution of the initial
agreement providing for such Business Combination (any Business Combination
which satisfies the conditions specified in (a), (b) and (c) shall be deemed to
be a "Non-Control Transaction") or
(iv) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation or the direct or indirect
sale or other disposition of all or substantially all of the assets of the
Corporation and its Subsidiaries.
Notwithstanding the foregoing, a Change of Control of the
Corporation shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 20% of the Corporation Voting Securities as a
result of the acquisition of Corporation Voting Securities by the Corporation
which reduces the number of Corporation Voting Securities outstanding; provided,
that, if after such acquisition by the Corporation such person becomes the
beneficial owner of additional Corporation Voting Securities that increases the
percentage of outstanding Corporation Voting Securities beneficially owned by
such person, a Change of Control of the Corporation shall then occur.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
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"Common Stock" shall mean the common stock of Harris Corporation,
par value $1.00 per share, or such other class of shares or securities as to
which this Plan may be applicable pursuant to Paragraph 4(b)(v) of this Plan.
"Corporate Secretary" shall mean the Corporate Secretary of the
Corporation.
"Corporation" shall mean Harris Corporation, its successors, and any
organization into which or with Harris Corporation may merge or consolidate or
to which all or substantially all of its assets may be transferred.
"Director" shall mean a member of the Board.
"Director Compensation" shall mean all amounts payable for services
(excluding expense reimbursement) as a Director including as applicable: (i) the
annual retainer fee payable to a Director as compensation for services in that
capacity, (ii) the fees payable for service on any committee of the Board, (iii)
the fees payable for serving as a chairperson of any committee; and (iv) the
fees payable for attendance at Board and committee meetings or other events at
the request or on behalf of the Corporation.
"Elective Deferred Stock Units" shall have the meaning set forth in
Paragraph 4(b)(ii) of this Plan.
"Exchange Act" shall have the meaning set forth in the definition of
"Change of Control".
"Fair Market Value" shall mean the closing price of the Common Stock
as reported on the New York Stock Exchange consolidated transactions reporting
system on the applicable date or, if no such closing price is available on such
date, on the preceding date on which such closing price is available, or if the
Common Stock is not traded on the New York Stock Exchange, the closing price of
the Common Stock as quoted on the NASDAQ or the national stock exchange on which
the Common Stock is traded, as reported by such source as the Board shall
determine.
"Harris Stock Equivalent" shall mean a unit of value equal to one
share of Common Stock.
"Harris Stock Equivalents Subaccount" shall have the meaning set
forth in Paragraph 4(a) of this Plan.
"Investment Funds" shall have the meaning set forth in Paragraph
4(a) of this Plan.
"Non-Elective Deferred Units" shall have the meaning specified in
Paragraph 3(a) of this Plan.
"Non-Employee Director" shall mean a Director who is not an employee
of the Corporation or one of its Subsidiaries.
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"Plan" shall mean this 2005 Directors' Deferred Compensation Plan,
as it may be amended from time to time.
"Retirement Investment Subaccounts" shall have the meaning set forth
in Paragraph 4(a) of this Plan.
"Retirement Plan" shall mean the Harris Corporation Retirement Plan,
as amended from time to time.
"Section 16(b)" shall have the meaning set forth in Paragraph 3(c)
of this Plan.
"Subsidiary" shall mean any corporation, association, partnership,
joint venture, or other business entity of which 50% or more of the voting stock
or other equity interests (in the case of entities other than corporations), is
owned or controlled, directly or indirectly, by the Corporation or by one or
more Subsidiaries of the Corporation, or by a combination thereof.
"Units" shall have the meaning set forth in Paragraph 4(b)(ii) of
this Plan.
3. Deferred Compensation.
(a) Non-Elective Deferral of Harris Stock Equivalents. On January 1,
April 1, July 1, and October 1 (each such day an "Award Date") of each year,
commencing April 1, 2005, the Corporation shall credit the Harris Stock
Equivalents Subaccount of each Non-Employee Director, with a number of Harris
Stock Equivalents having a Fair Market Value equal to $24,000. All such Harris
Stock Equivalents credited under this Paragraph 3(a) shall be referred to herein
as "Non-Elective Deferred Units." The Fair Market Value of Harris Stock
Equivalents to be credited on an Award Date may be changed from time to time by
resolution duly adopted by the Board. For any person who served as a
Non-Employee Director for a portion of a calendar quarter, a pro rata portion of
the quarterly amount that would have been credited to such Non-Employee
Director's Harris Stock Equivalents Subaccount had he or she served as a
Non-Employee Director for the full calendar quarter shall be credited to such
Non-Employee Director's Harris Stock Equivalent Subaccount based on the number
of days in the calendar quarter that such person served as a Non-Employee
Director.
(b) Elective Deferral of Compensation. (i) Any Non-Employee Director
may at any time prior to the commencement of a calendar year elect to defer
under this Plan all or a portion of any component (for example annual retainer,
committee retainers, chairperson retainers, Board or committee meeting fees,
etc.) of the Director Compensation (other than such compensation which is
deferred pursuant to Paragraph 3(a)) to which the Non-Employee Director may be
entitled with respect to such calendar year by filing a written election with
the Corporate Secretary. Any Non-Employee Director who is elected as a Director
and who was not a Non-Employee Director on the last day of the calendar year
immediately prior to his or her election may, within thirty days of the
commencement of his or her term, elect to defer all or a portion of any
component of Director Compensation to which such Non-Employee Director may
thereafter be entitled with respect to the year in which such initial term
commenced.
(ii) Each of the foregoing elective deferral elections under
this Paragraph 3(b) shall be made by written notice executed by the Non-Employee
Director and
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delivered to the Corporate Secretary, specifying the year or years with respect
to which the election shall apply and the amount or component of Director
Compensation (other than such compensation which is deferred pursuant to
Paragraph 3(a)) to be deferred for such year or years. An elective deferral
under this Plan with respect to any calendar year shall be irrevocable after
commencement of such calendar year or, in the case of a person who was not a
Non-Employee Director on the last day of the calendar year immediately prior to
such person's election, thirty days after the commencement of his or her initial
term. Each election shall continue in effect for succeeding calendar years
unless the Non-Employee Director terminates such election by written notice
filed with the Corporate Secretary. Any such termination shall become effective
as of the first day of the calendar year following the calendar year in which
such notice is given and only with respect to Director Compensation earned for
service as a Non-Employee Director in such following calendar year and
thereafter.
(c) Payment Forms. Deferral elections made pursuant to Paragraph
3(b) must also specify whether the payment of the amount reflected in the
Director's Account shall be made either in (i) a cash lump sum on a date certain
within five years of the Director's resignation or retirement; or (ii) annual
substantially equal installments over a designated number of years beginning on
a date certain within five years of the Director's retirement or resignation,
provided that the Account is fully paid within ten years of the Director's
resignation or retirement and provided, further, that payments must commence no
later than the date on which the Director reaches the Corporation's mandatory
retirement age as established from time to time. A Director's payout election
shall apply to all amounts credited to a Director's Account and all earnings
thereon regardless of the year in which the amounts were deferred or credited.
Annual payments shall be made on or before January 15. Until a Director's
Account has been completely distributed, earnings and losses on the unpaid
balance thereof shall be allocated as provided in Paragraph 4 below.
Non-Elective Deferred Units shall be paid in the same form as the form of
payments a Director elected with respect to amounts of Director Compensation
that the Director elected to defer pursuant to Paragraph 3(b). If a Director did
not make a deferral election pursuant to Paragraph 3(b), the Director shall make
an election to receive payment of his or her Non-Elective Deferred Units in
either of the forms and time permitted in the first sentence hereof prior to the
calendar year on which time such Non-Elective Deferred Units are credited to the
Director's Harris Stock Equivalents Subaccount or in the case of a Non-Employee
Director who is elected as a Director and who was not a Non-Employee Director on
the last day of the calendar year immediately prior to his or her election,
within thirty days of the commencement of his or her initial term, provided that
such election may apply only to Non-Elective Deferred Units earned by such
Non-Employee Director after the date of such election. If no timely election is
made, amounts credited to a Director's Account shall be paid in a cash lump sum
on January 15th or, to the extent permitted by Code Section 409A, as soon as
practicable thereafter, following the year in which the Director resigns or
retires. All amounts in a Director's Account, including amounts allocated to the
Harris Stock Equivalents Account, shall be paid in cash.
Notwithstanding any provision of this Paragraph 3(c) to the contrary: (A)
if advisable to avoid exposing a Director to a claim for recovery of short swing
profits under Section 16(b) of the Exchange Act ("Section 16(b)"), prior to the
payment of the amount reflected in the Director's Account, such payment must be
approved in advance by the Board or a Committee comprised solely of
"non-employee directors" as defined in Rule 16(b)-3(b)(3) under the Exchange
Act, as amended, and (B) no payments shall be made prior to separation from
service
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or, in the case of a specified employee, prior to the date which is six months
after the date of separation from service. "Separation from service" and
"specified employee" shall have the meanings provided to such terms under
Section 409A of the Code.
4. Accounts. (a) General. On each Award Date, any Director Compensation
(other than Non-Elective Deferred Units) earned subsequent to the prior Award
Date that is deferred under the terms of this Plan shall be credited to an
account ("Account") which shall be established and maintained for such Director
as a special ledger account on the Corporation's books. A Director's Account
shall consist of a Harris Stock Equivalents subaccount ("Harris Stock
Equivalents Subaccount") and a number of other subaccounts (sometimes referred
to herein as "Retirement Investment Subaccounts") equal to the number of
investment funds available from time to time under the Retirement Plan (as set
forth on Exhibit A hereto, as such exhibit may be amended from time to time).
Amounts of Director Compensation credited to the Retirement Investment
Subaccounts of a Director shall be invested in accordance with the investment
election of such Director among the investment funds of the Retirement Plan,
(other than the Harris Stock Fund,) as identified on Exhibit A hereto, and
Harris Stock Equivalents. The investment funds set forth on Exhibit A, as
amended from time to time, and Harris Stock Equivalents are sometimes referred
to as the "Investment Funds." Subject to the provisions of Paragraph 4(b) below
for investments credited to the Harris Stock Equivalents Subaccount, a
Non-Employee Director may invest his or her future Director Compensation (other
than Non-Elective Deferred Units), Retirement Investment Subaccount or Harris
Stock Equivalents Subaccount in 1.0% increments (or in such other increments as
are permitted under the Retirement Plan) in any of the Investment Funds and may
change his or her investment elections in a manner consistent with the changing
of investment elections as set forth in the Retirement Plan. Amounts deferred by
a Non-Employee Director shall be invested in the Balanced Fund selected pursuant
to the Retirement Plan (which is currently the fund described on Exhibit A)
until the Director makes a valid investment election pursuant to this Paragraph
4(a). Earnings and losses with respect to a Director's Account shall be
allocated to such Account with the same frequency and in the same manner as
allocations under the Retirement Plan. Exhibit A hereto shall, without further
action of the Board, be deemed to be automatically amended to reflect changes,
modifications or amendments to investment funds offered under the Retirement
Plan.
(b) Special Rules Concerning Harris Stock Equivalents Subaccounts.
Notwithstanding any other provisions of this Plan to the contrary, the following
rules shall apply to investments credited to the Harris Stock Equivalents
Subaccounts (including, as appropriate, Non-Elective Deferred Units credited to
the Harris Stock Equivalents Subaccount of a Director's Account pursuant to
Paragraph 3(a)).
(i) Restrictions On Intra-Plan Transfers into and out of the
Harris Stock Equivalents Subaccounts. A Director may not make an election to
transfer or reallocate amounts invested in any of the Director's Retirement
Investment Subaccounts into the Director's Harris Stock Equivalents Subaccount.
Subject to any restrictions imposed by Section 16(b), amounts invested in the
Harris Stock Equivalents Subaccount, including Non-Elective Deferred Units, may
thereafter be reallocated to any other Retirement Investment Subaccount by the
Director only if any such reallocation does not cause the Director to fail to
satisfy the Corporation's minimum stock ownership guidelines applicable to such
Director.
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(ii) Value of Harris Stock Equivalents. Amounts of Director's
Compensation deferred by a Director hereunder which the Director elects to be
invested in Harris Stock Equivalents shall, unless such amount is payable on an
Award Date, be credited to the Director's Harris Stock Equivalents Subaccount on
the first day of the month following each calendar month in which such amount
would be payable. The Corporation shall credit a Director's Harris Stock
Equivalents Subaccount with that number of Units (including fractions) obtained
by dividing such amounts by the Fair Market Value of a share of Common Stock on
the date such amounts are credited to the Director's Harris Stock Equivalents
Subaccount (such Harris Stock Equivalents are sometimes referred to herein as
"Elective Deferred Stock Units"). In the case of Non-Elective Deferred Units,
each Director's Harris Stock Equivalents Subaccount shall be credited with a
number of Non-Elective Deferred Units on each Award Date as set forth in
Paragraph 3(a). Elective Deferred Stock Units and Non-Elective Deferred Units
are sometimes referred to collectively as "Units."
(iii) Earnings on Harris Stock Equivalents. A Director's
Harris Stock Equivalents Subaccount shall be credited with the amount of cash
dividends payable with respect to that number of shares of Common Stock equal to
the number of Units (including fractions) credited to such subaccount on the
date on which dividend payments are credited under the Retirement Plan (which
may be the ex-dividend date). The amount of cash dividends so credited shall
then be converted into Units in the manner described above using the Fair Market
Value on the same day, and in a manner consistent with the Retirement Plan.
(iv) Reallocations of Future Investments into Harris Stock
Equivalents Subaccount. Subject to any restrictions imposed by Section 16(b),
changes in investment elections with respect to future crediting of Director's
Compensation into the Harris Stock Equivalents Subaccount may be made at the
Director's discretion, except that a Director shall have no investment
discretion with respect to the future crediting of Non-Elective Deferred Units.
(v) Adjustments to Avoid Dilution, Etc. In the event of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
extraordinary dividends, combination or exchange of shares or other similar
event, the value and attributes of each Unit shall be appropriately adjusted so
that the proportionate interest of the Directors shall be maintained as before
the occurrence of such event. The adjustment to each Unit shall be made to the
same extent as if such Units were issued and outstanding shares of Common Stock.
Such adjustments shall be made by the Board and shall be conclusive and binding
for all purposes of the Plan.
(vi) Cash Distributions. Distributions from a Director's
Harris Stock Equivalents Subaccount shall be made in cash with the amount of
cash to be paid on account of each Unit being determined by reference to the
Fair Market Value on the last day of the month preceding the date of
distribution.
(vii) No Rights as Shareholder. A Director shall not have any
rights as a stockholder of the Corporation with respect to any Units credited to
the Director's Harris Stock Equivalents Subaccount.
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5. Subsequent Elections. A Director may modify his or her election at any
time at least twelve (12) months before the date of the previously elected
payment date and the newly elected payment date (or payment commencement date)
must be at least five years after the previously elected payment date or the
previously elected payment commencement date; provided, however, that (a) such
modification shall not be effective unless the Director remains a Director for
at least twelve (12) months after the date on which such modification was made,
(b) no such modification shall be made without the prior approval of the Board
or a committee comprised solely of "non-employee directors" as defined in Rule
16b-3(b)(3) under the Exchange Act, as amended from time to time if such
approval is advisable to avoid exposing a Director to a claim for recovery of
short swing profits under Section 16(b), (c) any change in payment form (as
provided in Paragraph 3(c)) shall not accelerate the schedule of payments, and
(d) payments must commence no later than the date on which the Director reaches
the Corporation's mandatory retirement age as established from time to time.
6. Payments in Connection with Change of Control. (a) Notwithstanding
anything contained in this Plan to the contrary but subject to Paragraph 6(b),
within 90 days following a Change of Control, the Corporation shall pay to each
Director (or former Director), in a cash lump sum, the then remaining balance of
the Director's Account. This Paragraph may not be amended, altered or modified
following a Change of Control.
(b) To the extent a Director is entitled to a lump sum payment
following a Change of Control under Paragraph 6(a) and such Change of Control
does not constitute a "change in the ownership or effective control" or "a
change in the ownership of a substantial portion of the assets" of the
Corporation within the meaning of Section 409A(a)(2)(A)(v) of the Code, then
notwithstanding Paragraph 6(a), payment will be made, to the extent necessary to
comply with the provisions of Section 409A of the Code, to the Director on the
earliest of (i) the Director's "separation from service" with the Corporation
(determined in accordance with Section 409A); provided, however, that if the
Director is a "specified employee" (within the meaning of Section 409A), the
payment date shall be the date that is six months after the date of the
Director's separation from service with the Corporation, (ii) the date payment
otherwise would have been made in the absence of Paragraph 6(a) (provided such
date is a permissible distribution date under Section 409A), or (iii) the
Director's death.
7. Payment in the Event of Death. Notwithstanding any other provision in
this Plan, in the event a Director or former Director dies prior to receiving
payment of the entire amount of her or his Account, the unpaid balance shall be
paid to such beneficiary as the Director may have designated in a written notice
delivered to the Corporate Secretary as the person, firm or trust to receive any
such post-death distribution under this Plan or, in the absence of such written
designation, to the former Director's legal representative or any person, firm
or organization designated in her or his last will to receive such
distributions. Distributions subsequent to the death of a Director or former
Director shall be made in a lump sum as soon as is reasonably practicable.
8. Non-Assignability. None of the rights or interests of any Director or
former Director in (a) amounts of Director Compensation deferred under this
Plan; or (b) Non-Elective Deferred Units shall be assignable or transferable in
whole or in part, either voluntarily or by
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operation of law or otherwise, and shall not be subject to payment of debts by
execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner.
9. Plan to Be Unfunded. The Corporation shall be under no obligation to
acquire, segregate, or reserve any funds or other assets for purposes relating
to this Plan and no Director or former Director shall have any rights whatsoever
in or with respect to any funds or other assets held by the Corporation for
purposes of this Plan or otherwise. Accounts maintained for purposes of this
Plan shall merely constitute bookkeeping records of the Corporation and shall
not constitute any allocation whatsoever of any assets of the Corporation or be
deemed to create any trust or special deposit with respect to any of the
Corporation's assets.
10. Miscellaneous. The Board, and any committee of the Board designated by
the Board, shall in its sole discretion, have the complete authority to
interpret this Plan, to adopt rules for carrying out the purposes of this Plan
and to make all other determinations necessary or advisable for the
administration of this Plan. The Board or the relevant Committee, if applicable,
may delegate any of its responsibilities, powers, or duties under this Plan to
any person or committee. The Board, any committee of the Board, and any officer
of the Corporation charged with responsibility for the administration and
operation of this Plan may rely upon information supplied to them by the
officers of the Corporation and by any public accountants retained by the
Corporation. No member of the Board nor any officer of the Corporation charged
with responsibility for the administration and operation of this Plan shall be
liable, except in circumstances involving his or her bad faith, for any act or
action, whether of commission or omission, taken by any other member or by any
other officer, agent, or employee, for anything done or omitted to be done. The
Board by duly adopted resolution may from time to time amend, suspend, terminate
or reinstate any or all of the provisions of this Plan, except that no such
amendment, suspension or termination shall adversely affect the Account of any
Director or former Director as it existed immediately before such amendment,
suspension or termination or the manner of distribution thereof, unless such
Director or former Director shall have consented thereto in writing. This Plan
shall be construed and governed by the laws of Delaware.
11. Compliance with Section 409A of the Code. To the extent applicable, it
is intended that this Plan comply with the provisions of Section 409A of the
Code. The Plan shall be administered in a manner consistent with this intent,
and any provision that would cause the Plan to fail to satisfy Section 409A of
the Code shall have no force and effect until amended to comply with Section
409A of the Code (which amendment may be retroactive to the extent permitted by
Section 409A of the Code and may be made by the Corporation without the consent
of the participants in the Plan). Notwithstanding the foregoing, no particular
tax result for a Director with respect to any income recognized by the Director
in connection with the Plan is guaranteed under the Plan, and the Director shall
be responsible for any taxes imposed on the Director in connection with this
Plan.
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IN WITNESS WHEREOF, Harris Corporation does hereby adopt this amendment
and restatement of the 2005 Directors' Deferred Compensation Plan effective as
of January 1, 2006.
HARRIS CORPORATION
Date: October 28, 2005 By /s/ Howard L. Lance
------------------------- --------------------------------
Howard L. Lance
Chairman of the Board, President
and Chief Executive Officer
ATTEST
Scott T. Mikuen
- -------------------------------
Corporate Secretary
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Exhibit A
to
Harris Corporation 2005
Directors' Deferred Compensation Plan
Harris Stock Equivalents Money Market Fund
Balanced Fund Passive Aggregate Strategy Fund
Equity Income Fund Stable Value Fund
Growth Fund International Equity Fund
Index Equity Fund Wilshire 4500 Index Fund
Russell 2000 Growth Index Fund RCM Global Technology Fund