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EXHIBIT 10(h)
HARRIS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I - PURPOSE AND EFFECTIVE DATE
1.1 PURPOSE. The Harris Corporation Supplemental Executive Retirement Plan
(the "SERP") is intended to provide deferred compensation for a "select group
of management or highly compensated employees" as defined in section 201(2) of
ERISA. In particular, the SERP is intended to provide participants in the
Harris Corporation Retirement Plan (the "Retirement Plan") with contributions
that would have been made on their behalf, but for the limitations of sections
401(a)(17), 401(k)(3) and 415 of the Code.
1.2 EFFECTIVE DATE. The SERP, as amended herein, is effective as of July 1,
1994.
ARTICLE II - DEFINITIONS
Each term used in this Plan shall have the definition given to it in the
Retirement Plan, unless otherwise specifically provided herein.
2.1 ACCOUNT - means the account established under section 5.1 for each
Participant.
2.2 CODE - means the Internal Revenue Code of 1986, as amended from time to
time.
2.3 COMMITTEE - means the Corporation Committee, the members of which shall be
appointed in the exercise of discretion of the Retirement Plan Investment
Committee of the Board of Directors of the Corporation.
2.4 CORPORATION - means Harris Corporation.
2.5 ERISA - means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
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2.6 PARTICIPANT - means an individual who meets the requirements of sections
3.1 or 3.2 and, where applicable, enters into a salary deferral agreement
pursuant to Article IV.
2.7 RETIREMENT PLAN - means the Harris Corporation Retirement Plan, as amended
from time to time.21
2.8 SERP - means the Harris Corporation Supplemental Executive Retirement
Plan, as amended from time to time.
ARTICLE III - PARTICIPATION
3.1 CONTINUED PARTICIPATION. Any individual who is a participant in the
Harris Corporation Supplemental Executive Retirement Plan as of June 30, 1994
shall continue to participate in this SERP.
3.2 GENERAL PARTICIPATION. The following shall be eligible to participate:
Any employee who receives compensation for a Plan Year from the Corporation of
at least $120,000 (as indexed for inflation in a manner to be determined in the
sole discretion of the Committee) and has completed one Year of Service and (a)
for whom contributions under the Retirement Plan are reduced as a result of
sections 401(a)(17), 401(k)(3) or 415 of the Code, or (b) who is designated by
the Committee as a Participant.
ARTICLE IV - CONTRIBUTIONS
4.1 IN GENERAL. (a) Subject to the provisions of subsection 4.2, whenever
contributions to the Retirement Plan on behalf of a Participant are reduced
pursuant to sections 401(a)(17), 401(k)(3) or 415 of the Code, the amount of
the reduction shall be credited to the Participant's Account. (b) For any
Plan Year during which a Participant is not a participant in the Retirement
Plan and has filed a Salary Deferral Agreement under Section 4.3, contributions
shall be made to the SERP in an amount equal to the Profit-Sharing Contribution
that he would have received under Section 3.2 of the Retirement Plan had he
been a participant in the Retirement Plan (without regard to sections
401(a)(17), 401(k) and 415 of the Code) and any other contributions
attributable to his Salary Deferral Agreement under Section 4.3 of this SERP,
had it been made under Section 3.7 of the Retirement Plan (without regard to
sections 401(a)(17), 401(k) and 415 of the Code).
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4.2 SALARY DEFERRAL AGREEMENT. Pre-Tax Contributions and Matching Pre-Tax
Contributions under the Retirement Plan that are reduced pursuant to sections
401(a)(17), 401(k)(3) or 415 of the Code shall be credited to the Participant's
Account only if he or she timely enters into a deferral election on the form
and in the manner prescribed by the Committee.
4.3 SALARY DEFERRAL AGREEMENT. A Participant who is not a participant in the
Retirement Plan may enter into a Salary Deferral Agreement, electing to defer
into the SERP a percentage of his or her Compensation, in one percent
increments up to 12 percent, without regard to any limitation under section
401(a)(17) of the Code. The Salary Deferral Agreement shall be made on the
form and in the manner prescribed by the Committee.
A Participant described in this Section 4.3 may increase or decrease the
deferral percentage for a subsequent Plan Year by filing a new deferral
election prior to the first day of the Plan Year to which the new deferral
election applies. Any deferral election made by the Participant will remain in
effect for subsequent Plan Years unless the Participant timely files a new
deferral election.
4.4 SPECIAL AWARD AMOUNTS. The Corporation, in its sole discretion, may make
additional special award contributions on behalf of some or all Participants.
4.5 TRANSFERRED ACCOUNTS. A Participant's Account under this SERP may include
amounts transferred directly from a prior employer's nonqualified deferred
compensation plan, subject to the sole discretion of the Committee, and shall
be held, managed and distributed under the terms of this SERP; provided,
however, that such transferred amounts shall be fully vested at all times.
4.6 INDIVIDUAL ARRANGEMENTS. A Participant's Account under this SERP may
include additional amounts of salary deferrals pursuant to a written individual
deferred compensation agreement between the Corporation and the Participant,
subject to the sole discretion of the Committee. Such arrangements must be
memorialized in a writing signed before the Participant performs the services
for which the compensation is to be deferred. Such amounts shall be held,
managed and distributed under the terms of this SERP; provided, however, that
such amounts shall be fully vested at all times.
ARTICLE V - ACCOUNTS AND INVESTMENTS
5.1 ESTABLISHMENT OF ACCOUNTS. The Account established for each Participant
shall be credited with contributions, then adjusted for earnings, losses,
expenses
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and distributions as provided herein at least annually or more frequently as
determined by the Committee.
5.2 INVESTMENTS. Amounts credited to the Account of a Participant shall be
deemed to be invested pursuant to the Participant's investment election under
the Retirement Plan. If a Participant who is also a participant in the
Retirement Plan has no investment election in effect under the Retirement Plan,
such Participant's Account shall be invested in the Balanced Fund. If a
Participant is not a participant in the Retirement Plan, the Participant may
file an investment election under the SERP, directing the investment of his
Account in conformity with the terms of the Retirement Plan, except that
Participants may not direct the investment of their SERP Account in Harris
Stock unless they are participants in the Retirement Plan and their account
under the Retirement Plan is invested in the Harris Stock Fund.
ARTICLE VI - VESTING AND DISTRIBUTIONS
6.1 VESTING. Contributions shall have the character that they would have had
if they been made to the Retirement Plan and shall become vested in accordance
with the terms of the Retirement Plan.
6.2 TIME OF PAYMENT. A Participant shall begin to receive payment of benefits
on the attainment of age 55 or termination of employment, if later; provided,
however, that if a Participant makes an election under section 6.3(a), benefits
shall not commence earlier than 30 days after the date the election is filed
with the Committee.
6.3 FORM OF PAYMENT. (a) A Participant who has attained age 60 by June 30,
1994, or who has not participated in the Retirement Plan may elect the form in
which benefits shall be paid by filing an election with the Committee on the
form and in the manner prescribed by the Committee. A Participant who has not
attained age 60 by June 30, 1994 may elect the form in which benefits shall be
paid by filing an election with the Committee on the form and in the manner
prescribed by the Committee when he or she becomes a Participant. An election
period shall be provided for each Participant during the period commencing on
the 90th day and ending on the 30th day preceding such Participant's retirement
date. During this period, a Participant may elect the form in which benefits
shall be paid or may change a prior election. All elections shall become
irrevocable on the 30th day preceding a Participant's retirement date.
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(b) Except as provided in 6.3(c), a Participant who has not filed an election
under section 6.3(a) shall receive benefits either (i) at the same time and in
the same manner that benefits are paid under the Retirement Plan; or (ii) if
such Participant has not participated in the Retirement Plan, the balance of
the Participant's Account under this SERP shall be paid in annual installments
over ten years. A participant who makes an election under section 6.3(a) may
elect to receive benefits in the following forms:
(1) Except as provided in section 6.3(c), payment of benefits at the same
time and in the same manner that benefits are paid under the Retirement Plan;
(2) Payment of benefits in annual installments over a five year period; or
(3) Payment of benefits in annual installments over a ten year period.
(c) If a Participant elects payment of benefits at the same time and in the
same manner that benefits are paid under the Retirement Plan or if benefits
will be paid in such manner because a Participant has not filed an election
under section 6.3(a), and:
(1) after separating from service, elects to have a substantial amount, as
determined in the sole discretion of the Committee, of his or her benefits
under the Retirement Plan paid as a direct distribution to the Participant, the
balance of the Participant's Account under this SERP shall be paid in a lump
sum; or
(2) after separating from service, elects to have a substantial amount, as
determined in the sole discretion of the Committee, of his or her benefit under
the Retirement Plan paid as a direct rollover under section 401(a)(31) of the
Code, the balance of the Participant's Account under this SERP shall be paid in
annual installments over a period of ten years.
(d) Notwithstanding the above, if a Participant's vested interest in his
Account does not exceed $3,500 (or such larger amount applicable under the
Small Benefit Cash-out provision of the Retirement Plan), the vested interest
shall be paid to the Participant in a lump sum as soon as reasonably
practicable upon entitlement to a distribution.
6.4 DEATH. Any amounts credited to the Participant's Account at death shall
be paid to the Participant's beneficiary, determined under section 6.5 below,
in the same manner that they would have been paid to the Participant.
6.5 DESIGNATION OF BENEFICIARY. Each Participant may designate a beneficiary
to receive any benefits payable as a result of the Participant's death.
The beneficiary
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designation shall be effective only if it is made on the form and in the manner
prescribed by the Committee. A beneficiary designation may be revoked or
changed by the Participant at any time by filing a new form with the Committee.
Absent a valid beneficiary designation hereunder, the Participant's beneficiary
shall be determined under the terms of the Retirement Plan.
6.6 FINANCIAL HARDSHIP. All or a portion of any amounts credited to the
Participant's Account may be immediately paid to the Participant if the
Participant incurs a financial hardship, as determined in the sole discretion
of the Committee.
6.7 PAYMENT ON INCAPACITY. In the event the Committee determines that any
person to whom a distribution is to be made is unable to care for his or her
affairs by reason of illness or other disability, any amount distributable to
such person hereunder may be paid to such other person deemed by the Committee,
in its sole discretion, to be responsible for such person (unless prior claim
thereto has been made by a duly qualified guardian or other legal
representative). Any such payment made under this section 6.7 shall constitute
a complete discharge of any liability under this Plan.
6.8 OVERPAYMENTS. In the event the benefits actually paid with respect to a
Participant exceed the benefits to which he or she is entitled under the terms
of this Plan, future benefits shall be reduced in any manner which the
Committee, in its sole discretion, deems equitable.
6.9 WITHHOLDING FOR TAXES. The Corporation shall have the right to deduct any
Federal, state or local income, employment, or other taxes required by law to
be withheld with respect to any benefits payable under this SERP, and to
withhold such amounts from any payment otherwise due the Participant (or
beneficiary).
ARTICLE VII - ADMINISTRATION
7.1 COMMITTEE. This Plan shall be administered by the Committee.
7.2 AUTHORITY OF COMMITTEE. The Committee shall, in its sole and absolute
discretion, have the complete authority to interpret this SERP, to adopt rules
for carrying out the purposes of this SERP and to make all other determinations
necessary or advisable for the administration of this SERP. To the extent
practicable, the Committee shall conform the administration of this SERP to the
provisions of the Retirement Plan. Any decision or interpretation of any
provision of this SERP made by the Committee, the Corporation, or their
delegates, shall be final and conclusive, and shall be binding on all
Participants (and their
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beneficiaries). A Participant who is a member of the Committee may participate
in a decision of the Committee that may affect his or her rights or obligations
under this SERP only if the decision does not require a vote of the Committee.
7.3 DELEGATION OF AUTHORITY. The Committee may delegate any of its
administrative powers or duties with respect to this SERP to any person or
committee designated by it and may employ such attorneys, agents, and advisors
as it may deem necessary or advisable to assist it in carrying out its duties
hereunder.
7.4 LIABILITY OF COMMITTEE. No member of the Committee and no individual to
whom the Committee has delegated authority to administer this SERP shall be
liable for any action or failure to act under this SERP, except where such
action or failure to act was due to gross negligence or fraud.
ARTICLE VIII - GENERAL PROVISIONS
8.1 AMENDMENT AND TERMINATION. The Corporation may amend or terminate this
Plan at any time, in whole or in part. Amendments will normally be initiated
by the Committee, approved by upper management of the Corporation, then adopted
by resolution of the Retirement Plan Investment Committee of the Board of
Directors.
8.2 ANTI-ALIENATION. A Participant's rights and interest under this SERP may
not be assigned or transferred except by will or the laws of descent or
distribution. Any other purported transfer, assignment, pledge or other
encumbrance or attachment of any payments or benefits under this SERP shall not
be permitted or recognized.
8.3 FUNDING. The Corporation may, but is not required to, establish a trust
to fund the benefits under this SERP, provided that the assets in such trust
are subject to the claims of the Corporation's general creditors in the event
of insolvency. To the extent benefits are not funded by a trust, a Participant
(and beneficiary) shall have no interest in any fund or specific asset of the
Corporation, and the rights of a Participant (and beneficiary) to any benefits
under this SERP shall be solely those of an unsecured creditor of the
Corporation.
8.4 SEPARABILITY. If any provision of this SERP is found unlawful by any
court having proper jurisdiction, such provision shall be construed by such
court to most nearly reflect the Corporation's original intent in adopting this
SERP, consistent with applicable law.
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8.5 NOT A CONTRACT OF EMPLOYMENT. This SERP shall not constitute a contract
of continuing employment or in any manner obligate the Corporation to continue
or discontinue the service of an employee.
8.6 CONSTRUCTION OF SERP. This SERP shall be construed in accordance with the
laws of the State of Florida.
IN WITNESS WHEREOF, Harris Corporation does hereby adopt this SERP, as
amended, effective July 1, 1994.
HARRIS CORPORATION
Date: /S/ June 24, 1994 By: /S/ David S. Wasserman
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