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Exhibit 10(k)(ii)
AMENDMENT NUMBER ONE
TO THE
LANIER WORLDWIDE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, Lanier Worldwide, Inc. a Delaware corporation (the
"CORPORATION"), heretofore has adopted and maintains the Lanier Worldwide, Inc.
Supplemental Executive Retirement Plan (as amended and restated as of July 1,
1997) (the "SERP"); and
WHEREAS, the Corporation desires to amend the SERP in certain
respects;
NOW, THEREFORE, pursuant to the power of amendment contained
in Section 8.1 of the SERP, the SERP is amended as follows:
1. Article II of the SERP is amended to add the following new
Section 2.3 immediately after Section 2.2 thereof and to renumber the existing
Sections 2.3 through 2.7 accordingly:
2.3 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
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
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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.
For purposes of the Plan and to the extent required
by the Uniformed Service Employment and Reemployment Rights
Act of 1994, the Participant's Compensation during a period of
qualified military service shall be deemed to equal the
Compensation the Participant would have received during the
period of qualified military service but for his absence due
to qualified military service. If the Compensation the
Participant would have received during such period is not
reasonably certain, the Participant's Compensation for his
period of qualified military service shall be based on the
Participant's Compensation during the 12-month period (or, if
shorter, the period of employment) immediately preceding the
qualified military service.
2. Article IV of the SERP is amended in its entirety to read
as follows:
The supplemental pension benefit payable hereunder to
a Participant shall be equal to (a) the Accrued Benefit that
would have been payable under the Pension Plan but for the
limitations contained in the Pension Plan to effect compliance
with Sections 401(a)(17) and 415 of the Code, except that the
Participant's Compensation as defined herein shall be used in
determining his Accrued Benefit for purposes of the SERP,
rather than the Participant's "Compensation" as defined in the
Pension Plan, less (b) the amount of the Participant's Accrued
Benefit under the Pension Plan.
3. Section 8.1 of the SERP is amended to delete the word
"written" immediately preceding the phrase "action of its Board of Directors."
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