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Exhibit 10(i)
HARRIS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I - PURPOSE AND EFFECTIVE DATE
The Harris Corporation Supplemental Executive Retirement Plan (the "SERP") is
intended to provide deferred compensation to a "select group of management or
highly compensated employees" (as defined in section 201(2) of ERISA) who are
eligible to participate in the SERP. The SERP, as amended and restated herein,
is effective as of January 1, 1998.
ARTICLE II - DEFINITIONS
Each capitalized term used herein shall have the meaning set forth in the Harris
Corporation Retirement Plan, except as otherwise set forth below.
2.1. ACCOUNT - means an account established on the books of the Corporation on
behalf of a Participant pursuant to Section 5.1.
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 by the Investment Committee -- Retirement Plans of the Board of
Directors of the Corporation.
2.4. COMPENSATION - means "Compensation" as defined in the Retirement Plan,
except that the dollar limitation imposed on tax-qualified plans under section
401(a)(17) of the Code shall not apply.
2.5. CORPORATION - means Harris Corporation, a Delaware corporation.
2.6. ERISA - means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
2.7. FINANCIAL HARDSHIP - means a severe financial hardship resulting from a
sudden and unexpected illness or accident of the Participant or his dependent
(within the meaning of section 152(a) of the Code), loss of the Participant's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising from events beyond the Participant's control.
2.8. PARTICIPANT - means an individual who satisfies the requirements of Section
3.1 or 3.2 and, if applicable, files an election form with the Committee
pursuant to Article IV.
2.9. RETIREMENT PLAN - means the Harris Corporation Retirement Plan, as amended
from time to time.
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2.10. SERP - means this Harris Corporation Supplemental Executive Retirement
Plan, as amended from time to time.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.1. ELIGIBILITY. Any employee shall be eligible to participate in the SERP for
any Plan Year if he receives compensation for such Plan Year from the
Corporation at least equal to an amount to be determined for such year by the
Committee in its sole discretion, and such employee either (i) is a participant
in the Retirement Plan whose Pre-Tax Contributions, Matching Pre-Tax
Contributions or Profit Sharing Contributions under the Retirement Plan are
limited by section 401(a)(17), 401(k)(3), 401(m)(2)(A), 402(g) or 415 of the
Code, or (ii) is designated by the Committee to be eligible to participate in
the SERP. An eligible employee shall become a Participant by completing an
election form described in Article IV. As a condition to participation, each
employee shall agree to receive any payments made pursuant to the SERP in the
form of direct deposit (or other method determined by the Committee).
3.2. CONTINUED PARTICIPATION. Any individual who was a participant in the SERP
on December 31, 1997 shall continue to be a Participant in the SERP as long as
he has a balance credited to his Account.
ARTICLE IV - CONTRIBUTIONS
4.1. ELECTION BY RETIREMENT PLAN PARTICIPANT. An amount equal to the Pre-Tax
Contributions, Matching Pre-Tax Contributions and Profit Sharing Contributions
under the Retirement Plan that exceed the limitations of section 401(a)(17),
401(k)(3), 401(m)(2)(A), 402(g) or 415 of the Code shall be credited to a
Participant's Account, provided that the Participant completes an election form
in the time and the manner prescribed by the Committee.
4.2. PERMITTED SALARY DEFERRAL ELECTIONS. In addition to the Compensation a
Participant elects to defer under Section 4.1, the Committee, in its sole
discretion, may permit a Participant to elect to defer the receipt of any
portion of his Compensation, by completing an election form in the time and
manner prescribed by the Committee. An amount equal to such portion of the
Participant's Compensation shall be credited to his Account.
4.3. SPECIAL AWARD AMOUNTS. The Corporation or the Committee, in its sole
discretion, may grant a special award to any Participant by crediting his
Account in an amount equal to the award.
4.4. TRANSFERRED ACCOUNTS. The Committee, in its sole discretion, may provide
that a Participant's Account shall be credited with an amount credited to him
under a nonqualified deferred compensation plan maintained by his prior
employer. If the Committee so provides, then the Committee shall determine the
extent to which the Participant shall be vested in the balance of his Account
attributable to such amount.
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ARTICLE V - ACCOUNTS AND INVESTMENTS
5.1. ESTABLISHMENT OF ACCOUNTS. An Account shall be established on the books of
the Corporation in the name of and on behalf of each Participant. A
Participant's Account shall be credited in an amount equal to (i) the
Compensation the Participant elected to defer pursuant to Sections 4.1 and 4.2,
(ii) any special awards granted to the Participant pursuant to Section 4.3,
(iii) any amount permitted to be credited to the Participant's Account by the
Committee pursuant to Section 4.4 and (iv) any deemed investment gains and
losses determined pursuant to Section 5.2.
5.2. ACCOUNT INVESTMENTS.
(a) RETIREMENT PLAN PARTICIPANTS. If a Participant is a participant in
the Retirement Plan in any Plan Year, then amounts credited to his Account for
such Plan Year shall be deemed to be invested in the same investment funds
designated by the Participant for the investment of his account under the
Retirement Plan and in the same proportion designated by the Participant for the
investment of his Retirement Plan contributions. Notwithstanding the immediately
preceding sentence, the Corporation, in its sole discretion, may decide that the
Harris Stock Fund is not available under the SERP.
(b) OTHER PARTICIPANTS. If a Participant is not eligible to participate
in the Retirement Plan, then the Participant may file an investment election
with the Committee directing the deemed investment of his Account in the
investment funds available under the Retirement Plan, except that the
Participant may not direct the investment of his Account to reflect the
performance of the Harris Stock Fund.
(c) INVESTMENT ELECTIONS TO REMAIN IN EFFECT. A Participant's
investment election shall remain in effect until he changes it. If an investment
fund selected by a Participant is no longer offered under the SERP and the
Participant does not file a new investment election with the Committee, then the
portion of the Participant's Account previously deemed invested in such
investment fund shall be invested in the Balanced Fund, unless the Committee
designates another investment fund for such purpose.
(d) TIMING. A Participant's Account shall be credited annually or, in
the discretion of the Committee, more frequently with amounts equal to the gains
and losses that would have been realized by the Corporation if the Account had
been invested as it is deemed to be invested.
ARTICLE VI - VESTING AND DISTRIBUTIONS
6.1. VESTING. Amounts credited to a Participant's Account pursuant to Section
4.1 (as adjusted for deemed gains and losses pursuant to Section 5.2) shall
become vested at the same
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time and to the same extent as their corresponding contributions to the
Retirement Plan. A Participant shall be 100% vested in all other amounts
credited to his Account, provided, however, that the Committee may determine the
vesting schedule for amounts credited to a Participant's Account pursuant to
Section 4.3 or 4.4.
6.2. TIME OF PAYMENT. A Participant shall commence receiving distributions from
his Account at the later of (i) his attainment of age 55 and (ii) the beginning
of the calendar year following the year in which he terminates employment with
the Corporation and its affiliates; provided that a Participant who terminates
employment prior to attaining age 55 and whose Account balance at the time of
such termination is less than $50,000 (or such other amount as may be designated
by the Committee) shall receive a single sum distribution of his Account as soon
as practicable following his termination of employment.
6.3. FORM OF DISTRIBUTION.
(a) A Participant may elect the form of distribution of his Account by
filing an election form with the Committee at the time and in the manner
prescribed by the Committee. A Participant may change a prior election regarding
the form of distribution by filing a new election form with the Committee at the
times and in the manner permitted by the Committee; provided that such form is
received by the Committee no later than a date within the calendar year prior to
the year in which such distribution was to be paid or commence pursuant to the
Participant's prior election.
(b) A participant may elect to receive payment of his Account
distribution in any one of the following forms:
(1) a single sum;
(2) annual installments over a five-year period;
(3) annual installments over a seven-year period;
(4) annual installments over a ten-year period; or
(5) annual installments over a fifteen-year period.
(c) A Participant who has not filed an election under Section 6.3(a)
shall receive the distribution of his Account in annual installments over ten
years.
(d) Notwithstanding any provision of the SERP to the contrary, if a
Participant's vested interest in his Account is less than an amount determined
by the Committee, in its sole discretion, to be eligible for installment
distributions, then the Participant's vested interest in his Account shall be
paid in a single sum as soon as reasonably practicable upon entitlement to a
distribution.
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6.4. DEATH. If a Participant shall die before the entire vested balance of his
Account is distributed, then the remaining vested balance shall be paid, in the
manner such vested balance would have been paid to the Participant, to the
beneficiary or the beneficiaries designated by the Participant on the form and
in the manner prescribed by the Committee. A Participant may revoke or change
his beneficiary designation at any time by filing a new beneficiary designation
form with the Committee. If a Participant does not designate a beneficiary under
the SERP or if no designated beneficiary survives the Participant, then the
vested balance of his Account shall be distributed to the Beneficiary or
Beneficiaries entitled to his accounts under the Retirement Plan (or who would
be so entitled if the Participant had Retirement Plan accounts).
6.5. FINANCIAL HARDSHIP. A Participant may request a payment of all or a
portion of his vested Account balance on account of a Financial Hardship by
submitting a written request to the Committee accompanied by documentation
evidencing the Participant's Financial Hardship. The Committee shall review the
request and shall determine, in its sole discretion, whether a Financial
Hardship exists. Any payment on account of the Participant's Financial Hardship
shall be limited to an amount that the Committee, in its sole discretion,
determines is reasonably necessary to meet the hardship.
6.6. CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, in the
event of a Change in Control, each Participant shall become entitled to an
immediate, single sum distribution of the entire vested balance of his Account,
provided that the Participant has previously elected to receive such a
distribution by filing an election form with the Committee at the time and in
the manner prescribed by the Committee. A Participant may change his prior
election under this Section 6.6 by filing a new election form with the Committee
at the times and in the manner permitted by the Committee; provided that such
election form is received by the Committee by the earlier of (i) the calendar
year prior to the year in which such Change in Control occurs and (ii) the last
date the Committee, in its sole discretion, determines that the Participant was
not likely to be aware that a Change in Control was pending. The provisions of
this Section 6.6 may not be amended after the date of a Change in Control
without the written consent of a majority of those individuals with an Account
balance under the SERP on the date of such Change in Control.
6.7. OVERPAYMENTS OF INSTALLMENTS. In the event that a payment is made with
respect to a Participant's Account which exceeds the amount to which the
Participant is entitled, future payments shall be reduced in any manner which
the Committee, in its sole discretion, deems equitable.
6.8. WITHHOLDING FOR TAXES. For each calendar year in which a Participant's
Compensation is reduced pursuant to the Participant's election under the SERP,
the Corporation shall withhold from the Participant's payments of compensation
for such year any taxes imposed upon the Participant pursuant to section 3121(v)
of the Code in respect to the amount by which the Participant's Compensation is
reduced. 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 payments to be made under the SERP, and to withhold such amounts
from any
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payment otherwise due the Participant (or his beneficiary).
ARTICLE VII -- ADMINISTRATION
7.1. AUTHORITY OF COMMITTEE. The SERP shall be administered by the Committee.
The Committee shall, in its sole and absolute discretion, have the complete
authority to interpret the SERP, to adopt rules for carrying out the purposes of
the SERP and to make all other determinations necessary or advisable for the
administration of the SERP. To the extent practicable, the SERP shall be
administered in a manner consistent with the administration of the Retirement
Plan. Nevertheless, any decision or interpretation of any provision of the SERP
made by the Committee shall be final and conclusive, and shall be binding on all
Participants (and their beneficiaries). A Participant who has been delegated the
authority to make decisions with respect to the SERP may not participate in any
decision that may affect his rights or obligations under this SERP, unless the
decision affects all Participants.
7.2. DELEGATION OF AUTHORITY. The Committee may delegate any of its
responsibilities, powers or duties under the SERP to any person or committee.
The Committee or its delegate may employ such attorneys, agents, and advisors as
the Committee or such delegate may deem necessary or advisable to assist it in
carrying out its duties hereunder.
7.3. LIABILITY. No member of the Committee and no individual to whom the
Committee has delegated any responsibility, power or duty under the 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. Subject to Section 6.6, the Board of Directors
of the Corporation, or the Investment Committee -- Retirement Plans thereof, may
amend or terminate the SERP at any time, provided that no such amendment or
termination shall reduce or cancel the amount credited to any Participant's
Account prior to the date of the adoption of such amendment or the date of such
termination.
8.2. ANTI-ALIENATION. A Participant's rights and interest under the SERP may
not be assigned or transferred except by will or the laws of descent or
distribution, or as may be required under ERISA pursuant to a qualified domestic
relations order. Any other purported transfer, assignment, pledge or other
encumbrance or attachment of any payments or benefits under the SERP shall not
be permitted or recognized and shall be void.
8.3. FUNDING. The Corporation may, but is not required to, establish a trust to
fund the amounts credited to Accounts 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. Any payments pursuant to the SERP shall be made out
of the general assets of the Corporation and
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Participants (and beneficiaries) shall have no interest in any fund or specific
asset of the Corporation. The rights of each Participant (and beneficiary) to
any payments under the SERP shall be solely those of any unsecured creditor of
the Corporation.
8.4. SEVERABILITY. If any provision of the SERP is found unlawful by any court
having proper jurisdiction, then such provision shall be construed by such court
to reflect most nearly the Corporation's original intent in adopting the SERP,
consistent with applicable law.
8.5. NOT A CONTRACT OF EMPLOYMENT. The SERP shall not constitute a contract of
employment or in any manner obligate the Corporation to continue the employment
of any employee.
8.6. SUCCESSORS AND ASSIGNS. The provisions of the SERP shall bind and inure the
Corporation and its successors and assigns, as well as each Participant and
beneficiary.
8.7. CONSTRUCTION. The SERP shall be construed in accordance with the laws of
the State of Florida.
IN WITNESS WHEREOF, Harris Corporation has caused this SERP, as amended
and restated herein, to be executed in its name and on its behalf on this 5th
day of January, 1998.
HARRIS CORPORATION
By: /s/ Philip W. Farmer
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Title: Chairman, President and Chief
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Executive Officer
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ATTEST:
/s/ Richard L. Ballantyne
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