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Exhibit 10(i)(iii)
AMENDMENT NUMBER TWO
TO THE
LANIER WORLDWIDE, INC.
PENSION EQUITY PLAN
WHEREAS, Lanier Worldwide, Inc. a Delaware corporation (the
"CORPORATION"), heretofore has adopted and maintains the Lanier Worldwide, Inc.
Pension Equity Plan (as amended and restated as of July 1, 1997) (the "PLAN");
and
WHEREAS, the Plan was amended and restated effective July 1,
1997 to, among other things, modify the definition of "Compensation" to exclude
therefrom payments made to a Participant under long-term incentive plans,
including the Harris Corporation Stock Incentive Plan; and
WHEREAS, notwithstanding the amendment referred to above, the
Corporation now desires to include amounts received under the Harris Corporation
Stock Incentive Plan in respect of the exercise of options on or prior to
December 31, 1997 (which date corresponds to amounts reported on a Participant's
W-2 for calendar 1997) in the definition of Compensation and to make certain
clarifying amendments to the Plan.
NOW, THEREFORE, pursuant to the power of amendment contained
in Section 11.5 of the Plan, the Plan is hereby amended as follows:
1. Effective as of the date hereof, Section 3.13 is amended in
its entirety to read as follows:
3.13. COMPENSATION - For each Participant, the term
"Compensation" includes remuneration described in paragraphs (a) and
(b) below, except for the remuneration described in paragraph (c)
below, which is excluded.
(a) The Participant's base salary and wages paid by
the Participant's Employer, and certain other amounts paid by
the Employer that are includible in the Participant's gross
income, including income attributable to the grant, vesting or
exercise of an option or performance share award under the
Harris Corporation Stock Incentive Plan, overtime payments,
commission payments, annual bonuses, regional and shift
differentials, vacation pay, compensation received while on an
Authorized Leave of Absence, and short-term disability
payments.
(b) Elective deferrals made by an Employer on behalf
of the Participant that are not includible in the
Participant's gross income for federal income tax purposes for
such period because such deferrals either (i) are contributed
to a cash or deferred arrangement described in Section 401(k)
of the Code or (ii) are excluded under Section 125 of the
Code.
(c) Any payment made under a severance pay plan or
program, any payment made in consideration of the
Participant's release of claims in favor of an
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Employer or an Affiliate, any foreign or domestic assignment
allowance, any contest payments, any expense related
reimbursements (including reimbursements commonly referred to
as "Runzheimer" payments), any signing bonuses, any payment
made under any long-term incentive plan (including, but not
limited to, income attributable to the grant, vesting or
exercise of an option or performance share award under the
Harris Corporation Stock Incentive Plan, other than income
attributable to the exercise of options under the Harris
Corporation Stock Incentive Plan on or prior to December 31,
1997), the value of life insurance includible in the
Participant's gross income, and any non-cash perquisites.
2. Section 5.2(d) is amended by substituting the words "under
the terms of this Plan in effect on his Employment Termination Date" for the
words "as of his Employment Termination Date" (i) appearing in the second and
third sentences thereof and (ii) appearing in the parenthetical in the last
sentence thereof.
3. Section 11.1 is amended by inserting the words "or the
Committee" immediately after the words "the Board" appearing in the first
sentence thereof.
4. Section 11.3 is amended by inserting the words "or the
Committee" immediately after the term "Plan Sponsor" wherever such term appears
in such Section.
5. Section 11.5 is amended by inserting the words "or the
Committee" immediately after the words "the Board."
IN WITNESS WHEREOF, Lanier Worldwide, Inc. has caused this
instrument to be executed on its behalf by its duly authorized officer on this
11th day of June, 1998.
LANIER WORLDWIDE, INC.
By: /s/ Wesley E. Cantrell
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Name: Wesley E. Cantrell
Title: President & CEO