<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HARRIS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HARRIS CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
Not Applicable
(2) Form, schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date filed:
Not Applicable
<PAGE> 2
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS AND
PROXY STATEMENT
[HARRIS LOGO]
PHILLIP W. FARMER
CHAIRMAN,
PRESIDENT AND
CHIEF EXECUTIVE
OFFICER
September 16, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 annual meeting of
shareholders. The meeting will be held at the Melbourne Airport
Hilton at Rialto Place in Melbourne, Florida on Friday, October
25, 1996, starting at 10:00 a.m.
The notice of the meeting and the proxy statement on the
following pages cover the formal business of the meeting, which
includes the election of three directors for a three year term
expiring in 1999, and the appointment of auditors for the coming
year.
Following the business session, I will report on current
operations and on our forward plans. Following these reports
there will be an open discussion period during which your
questions and comments will be welcome.
The attendance of shareholders at our annual meetings has been
helpful in maintaining communications and understanding. We hope
you will be able to join us.
Cordially,
/s/ Phillip W. Farmer
HARRIS CORPORATION Melbourne, Florida 32919 407/727-9100
<PAGE> 3
HARRIS CORPORATION
1025 W. NASA BOULEVARD
MELBOURNE, FLORIDA 32919
Notice of Annual Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK OF
HARRIS CORPORATION:
The annual meeting of the shareholders of Harris Corporation will be held
at the Melbourne Airport Hilton at Rialto Place, Airport Boulevard, Melbourne,
Florida, on Friday, October 25, 1996, at 10:00 a.m., for the following purposes:
1. To elect directors.
2. To select independent auditors.
3. To transact such other business as may properly come before the meeting.
Holders of Common Stock of record at the close of business on August 30,
1996 will be entitled to vote at the meeting.
By order of the Board of
Directors
RICHARD L. BALLANTYNE
Secretary
Melbourne, Florida
September 16, 1996
- - --------------------------------------------------------------------------------
IMPORTANT NOTICE
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND
MAIL PROMPTLY THE ENCLOSED PROXY FOR WHICH A RETURN ENVELOPE IS PROVIDED.
- - --------------------------------------------------------------------------------
<PAGE> 4
HARRIS CORPORATION
1025 W. NASA BOULEVARD
MELBOURNE, FLORIDA 32919
ANNUAL MEETING OF SHAREHOLDERS
to be held October 25, 1996
GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of the
Corporation. A shareholder may revoke his proxy at any time prior to the time it
is voted at the meeting by filing with the Secretary of the Corporation a
written notice of revocation, by duly executing and delivering a subsequent
proxy bearing a later date, or by attending the meeting and voting in person.
The record date for shareholders entitled to vote at the meeting is August 30,
1996.
The Corporation has only one class of outstanding shares, namely Common Stock,
par value $1 per share, of which there were 38,955,394 shares outstanding on the
record date and 9,125 holders of record. Each share is entitled to one vote.
The shares represented by each valid proxy will be voted at the meeting or any
adjournment thereof, and, if a choice is specified in the proxy, the shares will
be voted in accordance with such specification. If no vote is specified, the
shares will be voted as set forth in the accompanying proxy. The election of
directors requires a plurality of the votes cast. With respect to abstentions,
shares are considered present at the meeting for a particular proposal, but
since they are not affirmative votes for the proposal, they will have the same
effect as votes against the proposal. With respect to shares held in brokerage
accounts, shares which are not voted by the broker are not considered present at
the meeting for the particular proposal.
So far as the directors of the Corporation are aware, no matters will be
presented to the meeting for action on the part of the shareholders other than
those stated in the notice. If any other matter is properly brought before the
meeting, it is the intention of the persons named in the proxy to vote the
shares to which the proxy relates in accordance with their best judgment.
The cost of soliciting proxies will be borne by the Corporation. Officers and
employees may, by letter, telephone, or in person, make additional requests for
the return of proxies. The Corporation will reimburse brokerage houses,
custodians, nominees and others for their out-of-pocket expenses incurred in
connection with such solicitation. The Corporation also has retained Georgeson &
Company Inc. to aid in the solicitation of proxies at an estimated fee of
$7,500. This Proxy Statement, the accompanying proxy and a copy of the
Corporation's Annual Report for the year ended June 30, 1996, are being mailed
to shareholders commencing on September 16, 1996.
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Corporation classifies the
Board of Directors into three classes with three-year terms of
1
<PAGE> 5
office ending in different years. This year, the terms of Robert Cizik, John T.
Hartley, and Karen Katen expire at the Annual Meeting of Shareholders and each
of them has been nominated for a new three year term expiring at the Annual
Meeting in 1999. In accordance with the Restated Certificate of Incorporation, a
director shall hold office until the Annual Meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Vacancies may be filled by the remaining directors.
The authorized number of directors is presently fixed at ten. In accordance with
the Corporation's retirement policy for directors, Walter F. Raab will retire
from the Board in November 1996. From time to time, the Board considers
potential candidates, and as an appropriate candidate is identified the Board
will consider increasing the authorized number of directors. The terms of the
continuing directors will expire at subsequent Annual Meetings of Shareholders.
The persons named in the accompanying proxy will vote in favor of electing the
nominees to serve for the terms identified above, unless otherwise specified in
the proxy. If any nominee shall become unavailable for election, the proxies
will be voted for the election of such persons, if any, as shall be designated
by the Board of Directors.
None of the nominees nor any of the incumbent directors is related to any other
nominee or director or to any executive officer of the Corporation or its
subsidiaries by blood, marriage or adoption.
Biographical summaries of the nominees and of the continuing directors appear on
the following pages and data with respect to the number of shares of the
Corporation's Common Stock beneficially owned by them as of July 31, 1996 are
set forth in the table at page 10.
2
<PAGE> 6
Board of Directors
PHILLIP W. FARMER
Term Expiring 1998
[PHOTO]
Mr. Farmer, 58, is chairman, president and chief executive officer of the
Corporation. He joined Harris in 1982 as vice president-general manager of the
Government Support Systems Division, was named vice president-Palm Bay
Operations, Electronic Systems Sector in 1986, and senior vice president-sector
executive in 1988. He was elected president of the Electronic Systems Sector in
1989, executive vice president of the Corporation in 1991, president and chief
operating officer of the Corporation in 1993 and chairman and chief executive
officer in 1995. Mr. Farmer was elected to the Harris Board in 1993 and is a
member of the Executive Committee and the Investment Committee for the Harris
Retirement Plans. Prior to his employment with the Corporation, Mr. Farmer held
various management and technical positions with General Electric for twenty
years. He serves on the board of governors of the Aerospace Industries
Association. He is also a member of The Business Roundtable and a trustee of the
Florida Institute of Technology.
- - --------------------------------------------------------------------------------
ROBERT CIZIK
Nominee for
Term Expiring 1999
[PHOTO]
Mr. Cizik, 65, is a former chairman and chief executive officer of Cooper
Industries, Inc., a diversified manufacturing company. He joined Cooper
Industries in 1961, and after a series of management positions, was elected
president and chief operating officer in 1973, chief executive officer in 1975
and chairman in 1983. Mr. Cizik was elected to the Harris Board in 1988 and is a
member of the Audit Committee, the Ethics Committee and the Executive Committee.
He is a director of American Industrial Partners, Air Products and Chemicals,
Inc., Pan Energy Corporation, Temple-Inland, Inc. and the National Association
of Manufacturers.
3
<PAGE> 7
LESTER E. COLEMAN
Term Expiring 1998
[PHOTO]
Dr. Coleman, 65, is the retired chairman and chief executive officer of the
Lubrizol Corporation, a diversified specialty chemical company. Dr. Coleman
joined Lubrizol in 1955 as a research chemist. He was elected a director of
Lubrizol in 1974, became president in 1976, chief executive officer in 1978 and
chairman of the board in 1982. He retired from Lubrizol in 1996. Dr. Coleman was
elected to the Harris Board in 1985 and is a member of the Audit Committee and
the Management Development and Nominating Committee and is chairman of the
Ethics Committee. He is a director of Lubrizol Corporation, Norfolk Southern
Corporation and S. C. Johnson & Son, Inc.
- - --------------------------------------------------------------------------------
ALFRED C. DECRANE, JR.
Term Expiring 1998
[PHOTO]
Mr. DeCrane, 65, is the retired chairman and chief executive officer of Texaco
Inc. He joined Texaco in 1959; became president in 1983; chairman in 1987 and
was elected to the additional position of chief executive officer in 1993. Mr.
DeCrane was elected to the Harris Board in 1996 and is a member of the Ethics
Committee. Mr. DeCrane is a director of CIGNA Corporation, Dean Witter, Discover
& Co., and CPC International Inc. He is a Trustee of the Committee for Economic
Development, and a Vice Chairman and Trustee of The Conference Board. He also
serves as a member of the Board of Trustees of the University of Notre Dame and
a Managing Director of the Metropolitan Opera Association.
4
<PAGE> 8
RALPH D. DENUNZIO
Term Expiring 1997
[PHOTO]
Mr. DeNunzio, 64, is former chairman and chief executive officer of the
investment banking firm of Kidder, Peabody & Co. Incorporated. Following his
retirement from Kidder, Peabody & Co. Incorporated in 1987, he became president
of Harbor Point Associates, Inc., a private investment and consulting firm in
New York City. Mr. DeNunzio served as chairman of the Board of Governors of the
New York Stock Exchange from 1971 to 1972 and as vice chairman from 1969 to
1971. He also served as chairman of the Securities Industry Association for the
year 1981. Mr. DeNunzio was elected to the Harris Board in 1973 and is a member
of the Executive Committee, the Investment Committee for the Harris Retirement
Plans and the Ethics Committee and chairman of the Management Development and
Nominating Committee. He is a director of AMP Incorporated, Federal Express
Corporation and NIKE, Inc.
- - --------------------------------------------------------------------------------
JOSEPH L. DIONNE
Term Expiring 1997
[PHOTO]
Mr. Dionne, 63, is chairman and chief executive officer of The McGraw-Hill
Companies, Inc., a publishing and information company. He joined McGraw-Hill as
vice president of its book company in 1967, and after a series of management
positions, was elected president and chief operating officer in 1981, president
and chief executive officer in 1983, and chairman of the board and chief
executive officer in 1988. Mr. Dionne was elected to the Harris Board in 1989
and is a member of the Executive Committee, the Management Development and
Nominating Committee and the Ethics Committee. He is a director of The Equitable
Life Assurance Society of the United States, The Equitable Companies, Inc.,
Alexander & Alexander Services, Inc. and Ryder System, Inc. Mr. Dionne is a
member of the board of trustees of Hofstra University. He served as Chairman of
the 1995-96 United Way of Tri-State Campaign.
5
<PAGE> 9
JOHN T. HARTLEY
Nominee for
Term Expiring 1999
[PHOTO]
Mr. Hartley, 66, is the retired chairman and chief executive officer of the
Corporation. He is the chairman of the Executive Committee and the Investment
Committee for the Harris Retirement Plans, and a member of the Ethics Committee.
He joined Radiation Incorporated in 1956 as a research engineer after serving
one year as a member of the faculty of Auburn University. He was appointed a
vice president of Radiation in 1961. In 1968, a year after the merger of
Radiation with Harris, he was named vice president-general manager of the
Electronic Systems division. He was elected vice president-group executive of
Harris in 1971, executive vice president and a director in 1976, president and
principal operating officer in 1978, president and chief operating officer in
1982, chief executive officer in 1986 and chairman in 1987. Mr. Hartley is a
director of The Equitable Companies, Inc., The Equitable Life Assurance Society
of the United States, and The McGraw-Hill Companies, Inc. He is also a director
of the National Association of Manufacturers and serves as a trustee of the
Florida Institute of Technology. Mr. Hartley is a former member of the
President's National Security Telecommunications Advisory Committee and the
Defense Policy Advisory Committee on Trade.
- - --------------------------------------------------------------------------------
KAREN KATEN
Nominee for
Term Expiring 1999
[PHOTO]
Ms. Katen, 47, is president of the United States Pharmaceuticals Group of Pfizer
Inc. She joined Pfizer in 1974 after holding a series of management positions in
the Roerig and Pfizer Labs divisions, she was named director
of product management in 1983, vice president and director of operations in
1986, and vice president and general manager of the Roerig Division in 1991. She
was elected a corporate vice president in 1992, executive vice president of the
U.S. Pharmaceuticals Group in 1993 and president in 1995. Ms. Katen was elected
to the Harris Board in 1994 and is a member of the Audit Committee and the
Ethics Committee. She is a member of the Pharmaceutical Research and
Manufacturers Association of America, and also a member of the National
Pharmaceutical Council, the board of the American Bureau for Medical Advancement
in China, Inc., and the board of the YMCA of Greater New York. Ms. Katen is also
a board member of the United Way Tri-State, and on the national board of
trustees for the American Cancer Society Foundation. She is also a council
member of the graduate School of Business at the University of Chicago.
6
<PAGE> 10
WALTER F. RAAB
Retiring November 1996
[PHOTO]
Mr. Raab, 71, is retired chairman and chief executive officer, and is currently
a director and a member of the Executive Committee of the Board of AMP
Incorporated, a manufacturer of electrical and electronic connection devices.
Mr. Raab joined AMP in 1953, and after a series of management positions, was
elected vice president and chief financial officer in 1979, vice chairman of the
board and chief financial officer in 1981, and chairman of the board and chief
executive officer in 1982. Mr. Raab was elected to the Harris Board in 1985 and
is a member of the Ethics Committee and chairman of the Audit Committee. He is a
director of the Dauphin Deposit Corporation.
- - --------------------------------------------------------------------------------
ALEXANDER B.
TROWBRIDGE
Term Expiring 1997
[PHOTO]
Mr. Trowbridge, 66, is a past president of the National Association of
Manufacturers, in which capacity he served for ten years. He was vice chairman
of Allied Chemical Corporation (now Allied-Signal Corporation) from 1976 to
1980, president of The Conference Board, Inc. from 1970 to 1976, and president
of the American Management Association from 1968 to 1970. He was Secretary of
Commerce from 1967 to 1968. Mr. Trowbridge was elected to the Harris Board in
January 1990 and is a member of the Audit Committee, the Investment Committee
for the Harris Retirement Plans, and the Ethics Committee. He is a director of
New England Mutual Life Insurance Company, WMX Technologies, Inc.,
The Rouse Company, PHH Corporation, The Sun Company, Inc., Sun Resorts
International, The Gillette Company, E. M. Warburg Pincus Counsellors Funds and
ICOS Corporation. He also serves as a trustee of Phillips Academy and is a
member of the Council on Foreign Relations.
7
<PAGE> 11
INFORMATION ON BOARD OF DIRECTORS AND COMMITTEES
Meetings and Attendance
During the year, there were six meetings of the Board of Directors and sixteen
meetings of the standing committees of the Board. All directors attended more
than 75 percent of the aggregate of all meetings of the Board and the Board
committees on which they served.
Committees of the Board
The Board has established five committees to assist in the discharge of its
responsibilities, the principal functions of each committee are described below.
The Audit Committee assists the Board in ensuring that the Corporation's
financial auditing and reporting practices, procedures and controls are within
acceptable limits of sound practice and in accordance within applicable laws and
regulations. The Committee meets periodically with the independent auditors,
together with representatives of management, as appropriate, for the purpose of
reviewing the scope and results of the annual audit of the financial statements
and the recommendations of the auditors. The Committee also reviews the nature
and extent of non-audit professional services performed by the auditors and
annually recommends to the Board of Directors the firm of independent public
accountants to be selected as auditors of the Corporation. The Committee held
three meetings during the past fiscal year. The members of the Committee are
Messrs. Cizik, Coleman, Raab (Chairman), Trowbridge and Ms. Katen.
The Management Development and Nominating Committee reviews and evaluates plans
for the development, training and utilization of the Corporation's management
resources; reviews the Corporation's compensation philosophy and establishes the
compensation of officers of the Corporation other than the chairman and
president, whose compensation is approved by all the outside directors; and
administers the Corporation's stock incentive and stock based compensation
plans. The Committee also recommends to the Board nominees to fill vacancies and
to be elected at the annual meeting of shareholders. The Committee considers
suggestions from all sources, including shareholders, as to possible candidates
for directors. Any such suggestion, together with an appropriate biographical
summary, should be sent to the Secretary of the Corporation. The Committee held
five meetings during the past fiscal year. The members of the Committee are
Messrs. Coleman, DeNunzio (Chairman) and Dionne.
The Executive Committee is authorized to evaluate and review the Corporation's
financial performance, capital structure, significant capital asset
transactions, major acquisitions and divestitures, and during the intervals
between the meetings of the Board of Directors and to the extent permitted by
law, to exercise all of the powers of the Board in the management of the
business of the Corporation. The Committee held two meetings during the past
fiscal year. The members of the Committee are Messrs. Cizik, DeNunzio, Dionne,
Farmer and Hartley (Chairman).
The Investment Committee for the Harris Corporation Retirement Plans oversees
the financial administration and operation of the Corporation's various
retirement and pension plans, including the selection and review of the
performance of the investment funds and the independent investment advisors for
the plans. The Committee held four meetings during the past fiscal year. The
members of the Committee are Messrs. DeNunzio, Farmer, Hartley (Chairman) and
Trowbridge.
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<PAGE> 12
The Ethics Committee oversees the Corporation's continuing program relating to
standards of business conduct. The Committee held two meetings during the past
fiscal year. The Committee is comprised of all the outside Directors. Mr.
Coleman is the Chairman.
Directors' Compensation
Non-employee directors receive an annual retainer fee of $26,500. In addition,
non-employee directors who serve on the Executive Committee, Audit Committee,
the Ethics Committee, the Management Development and Nominating Committee, or
the Investment Committee for the Harris Retirement Plan receive an additional
annual fee of $1,500 for their services on each of said committees, plus $1,000
if serving as chairman of the committee.
Each director who is not an employee of the Corporation receives $1,200 for
attendance at each Board meeting plus $800 for attendance at any other meeting
devoted to the affairs of the Corporation.
Under the Corporation's Stock Incentive Plan as currently in effect, directors
who are not employees of the Corporation are annually granted an option to
purchase 1,000 shares of the Corporation's Common Stock on the date of each
Annual Meeting. The options are non-statutory options and are priced at 100% of
the fair market value on the date of grant. Fifty percent of the option shares
become exercisable on the first annual anniversary of the date of grant and
twenty-five percent on each of the two succeeding anniversary dates; how-
ever, any options outstanding for more than one year at the time a change in
control of the Corporation occurs become immediately exercisable. In the event
of a director's retirement, vested options may be exercised for three years
thereafter, and, in the event of a director's death, options then exercisable
may be exercised for twelve months thereafter. Pursuant to the terms of the
Plan, neither the Board nor any committee of the Board has any discretion with
respect to options granted to directors.
Under the Corporation's Directors Retirement Plan, each director who is not an
employee of the Corporation and has served at least five years as a director is
eligible to receive benefits under the Plan. The Plan provides for annual
retirement and disability benefits for each eligible director of the Corporation
in an amount equal to, at a minimum, fifty percent of the annual retainer fee at
retirement or disability, as the case may be, plus an additional ten percent for
each year of service on the Board, up to one hundred percent of such fee. Such
benefits are payable upon the later of retirement or attainment of age 65, or in
the event of disability. In the event of a change in control, a retired director
who is a beneficiary under the Plan will be paid the actuarial equivalent of the
retirement benefit and a director who is not then a Plan beneficiary shall
become a beneficiary upon the latter of completion of one year of service or the
date of a change in control. If due to a change in control, a director has not
completed five years of service, the actuarial equivalent of the benefit will be
reduced pro rata based on actual years of service.
------------------
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<PAGE> 13
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN
BENEFICIAL OWNERS
The following table shows the beneficial ownership of the Corporation's Common
Stock as of July 31, 1996, for each director and nominee for director, each of
the executive officers named in the Summary Compensation Table and the directors
and executive officers as a group. Except as otherwise noted, the named
individual or family members had sole voting and investment power with respect
to such securities.
The rules of the Securities and Exchange Commission require disclosure regarding
any person known to the Corporation to be a beneficial owner of more than five
percent of the Corporation's Common Stock. FMR Corp., 82 Devonshire Street,
Boston, Massachusetts 02109, a parent holding company, has informed the
Corporation that, as of December 31, 1995, it held 2,752,638 shares of Common
Stock, representing 7.02% of the Corporation's Common Stock, through its
subsidiaries, Fidelity Management and Research Company, an investment advisor,
which held 2,540,254 shares, representing 6.48% of the Corporation's Common
Stock and Fidelity Management Trust Company, a bank, which held 212,384 shares,
representing 0.54% of the Corporation's Common Stock. FMR Corp. exercises sole
voting power with respect to 155,184 of such shares and sole dispositive power
with respect to all of such shares. J. P. Morgan & Co. Incorporated, 60 Wall
Street, New York, New York 10260, a parent holding company, has informed the
Corporation that, as of December 29, 1995 it held 3,268,184 shares of the
Corporation's Common Stock, representing 8.3% of the Corporation's Common Stock.
J. P. Morgan & Co. Incorporated exercises sole voting power with respect to
1,692,290 of such shares and sole dispositive power with respect to 3,125,969 of
such shares.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
BENEFICIALLY
NAME OWNED (1)
- - ---------------------------------------------------------------------------------------
<S> <C>
Wesley E. Cantrell (2)................................................. 75,746
Robert Cizik (3)....................................................... 4,500
Lester E. Coleman (3) (4).............................................. 4,500
Alfred C. DeCrane, Jr.................................................. 1,000
Ralph D. DeNunzio (3).................................................. 6,500
Joseph L. Dionne (3)................................................... 3,788
Phillip W. Farmer (2).................................................. 157,184
John C. Garrett (2).................................................... 45,330
John T. Hartley (2) (3) (4) (5)........................................ 130,710
Karen Katen............................................................ 1,000
Guy W. Numann (2)...................................................... 115,041
Walter F. Raab (3)..................................................... 4,500
Bryan R. Roub (2)...................................................... 59,677
Alexander B. Trowbridge (3)............................................ 3,700
Directors and Executive Officers as a group (6)........................ 673,366
</TABLE>
10
<PAGE> 14
(1) No individual director, nominee for director or named executive officer
beneficially owns 1% or more of the Corporation's outstanding Common Stock.
(2) The shares reported include performance shares awarded under the
Corporation's Stock Incentive Plan for which the performance period has not
expired and as to which the named individuals have sole voting power but no
investment power, as follows: Mr. Farmer -- 55,000 shares; Mr. Cantrell --
10,000 shares; Mr. Garrett -- 20,000 shares; Mr. Numann -- 25,000 shares; Mr.
Roub -- 18,500 shares and Mr. Hartley -- 11,668 shares; and shares that are
available under stock options granted under the Corporation's Stock Incentive
Plan, or its predecessor, the Stock Option Plan for Key Employees, which are
exercisable within 60 days of July 31, 1996 as follows: Mr. Farmer -- 54,624
shares; Mr. Cantrell -- 46,851 shares; Mr. Garrett -- 15,000 shares; Mr. Numann
- - -- 34,017 shares; Mr. Roub -- 12,123 shares and Mr. Hartley -- 59,517 shares.
(3) The shares reported include shares that are available under stock options
granted under the Corporation's Stock Incentive Plan, which are exercisable
within 60 days of July 31, 1996 as follows: Mr. Cizik -- 3,500 shares; Dr.
Coleman -- 3,000 shares; Mr. DeNunzio -- 3,500 shares; Mr. Dionne -- 3,500
shares; Mr. Hartley -- 59,517 shares; Mr. Raab -- 3,500 shares; Mr. Trowbridge
- - -- 2,000 shares.
(4) The shares reported do not include shares owned by family members as
follows: Dr. Coleman -- 300 shares; Mr. Hartley -- 1,000 shares; Dr. Coleman and
Mr. Hartley disclaim beneficial ownership of such shares.
(5) The shares reported include 261 shares held in a trust of which Mr. Hartley
serves as trustee.
(6) The shares reported as owned by the directors and executive officers as a
group include 242,200 performance shares awarded to the executive officers under
the Corporation's Stock Incentive Plan, and 254,770 shares available for
purchase under stock options granted under the Corporation's Stock Incentive
Plan, or its predecessor, the Stock Option Plan for Key Employees, which are
exercisable within 60 days of July 31, 1996. The shares reported do not include
1,300 shares owned by family members, for which such directors and executive
officers disclaim beneficial ownership.
MANAGEMENT DEVELOPMENT AND
NOMINATING COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Management Development and Nominating Committee approves the Corporation's
compensation philosophy and the compensation, perquisites and other benefits of
the Corporation's executive officers under salary, incentive and other plans
authorized by the Board of Directors or the Corporation's shareholders.
The Management Development and Nominating Committee is composed entirely of
independent outside directors. Each year, the Committee reviews compensation
matters with the Board of Directors. In addition, the Committee recommends for
consideration and approval by all of the outside directors the compensation for
the Chairman of the Board.
Compensation Philosophy
The Corporation's executive compensation philosophy is designed to address the
needs of the Corporation, its executives and its shareholders. The executive
compensation program is structured to:
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<PAGE> 15
- closely link compensation to the individual's performance and the
Corporation's financial results
- align the interests of the Corporation's executives and its shareholders
by emphasizing both the short term and strategic focus of the
Corporation's businesses and by facilitating management stock ownership
- enable the Corporation to attract and retain a world class management
team.
This philosophy applies to all management employees of the Corporation including
the named executive officers. The Corporation's executive compensation program
is composed of: (i) an annual cash component, consisting of salary and an
incentive based on the financial performance of: a Sector or Division in the
case of Sector and Division management, respectively; a Sector and the
Corporation in the case of the Sector Presidents; and the Corporation in the
case of the other Corporate officers; and (ii) a long-term incentive component,
consisting of stock options and performance shares. Mr. Cantrell participates in
the Lanier Key Contributor Bonus Plan and the Harris Stock Incentive Plan.
The Corporation utilizes a formal system for evaluating executive performance.
Executive annual cash compensation consisting of base pay and an annual
incentive award opportunity is determined by reference to: external industrial
surveys of compensation of executives in similar positions; past individual
performance and experience in the position; proxy statement compensation
analyses; and scope of responsibility. The payouts for annual incentive awards
are based upon the degree of achievement of the net income target of the
executive's business unit which is established before the start of the year as
part of the Corporation's strategic planning process. Similarly, executive
long-term compensation payouts in the form of performance shares or cash are
also tied to the degree of attainment of financial and operating goals and
objectives outlined in the strategic planning process.
The Corporation's executive compensation program is designed to ensure that
executive pay remains competitive with pay for comparable jobs, responsibilities
and performance in leading industrial companies. The Corporation periodically
retains outside compensation and benefit consultants to review the Corporation's
executive compensation programs.
Total Annual Compensation
Annual cash compensation consists of a fixed salary and an opportunity for a
variable performance incentive. The Corporation's Annual Incentive Plan, which
was approved by the shareholders of the Corporation at the 1995 Annual Meeting,
provides for payment of a designated amount based upon achievement of specific
financial objectives. Performance is measured as a percent of attainment against
these objectives. Payments may not exceed 200% of the designated amount. The
percentage of total annual pay attributable to incentive compensation increases
proportionately with the executive's level of management responsibility. For the
executive officers named in the Summary Compensation Table, planned incentive
compensation ranges from 48% to 57% of total annual compensation.
Long-Term Compensation
The Corporation's Stock Incentive Plan, which was initially, and as subsequently
amended and, approved by the shareholders of the Corporation at the 1990 and
1995 Annual Meetings, respectively, provides the means for aligning executive
interests and shareholder
12
<PAGE> 16
interests. The Plan permits the granting of any or all of the following types of
awards: (1) performance shares conditioned upon meeting performance criteria,
(2) restricted stock, (3) stock options, including incentive stock options, (4)
stock appreciation rights, independent of or in tandem with stock options, and
(5) other awards valued in whole or in part by reference to, or otherwise based
on, the Corporation's Common Stock.
The Committee believes that through the use of stock incentives the interests of
the Corporation's executives are directly related to enhancing shareholder
value. To date, the Committee has granted only performance share awards and
stock options. With respect to performance share awards, the Committee
determines the applicable performance criteria utilizing the Corporation's
strategic planning process and a period of time (generally, three fiscal years)
during which the Corporation's performance is to be measured. The Committee then
assigns to each participant a number of performance shares and establishes a
means for computing the number of performance shares that can be earned during
the period based on: the performance of a Sector or Division in the case of
Sector and Division management respectively; of a Sector and the Corporation in
the case of the Sector Presidents; and of the Corporation in the case of other
Corporate officers. For fiscal 1996, payouts ranged from zero to 130% of the
performance share award. Performance shares are valued in direct relation to the
market value of the equivalent number of shares of the Corporation's Common
Stock. Stock options are granted at fair market value as of the grant date, vest
over three years, and have a term of not greater than ten years. Stock options
provide value to the executives only when the price of the Corporation's Common
Stock increases above the option grant price.
Grants made to the executive officers under the Corporation's Stock Incentive
Plan and Annual Incentive Plan comply with the requirements of Internal Revenue
Code Section 162(m). In any year, however, the Board or the Committee may
determine in light of all applicable circumstances that it would be in the best
interests of the Corporation for compensation to be paid under such plans or
otherwise in a manner that would not satisfy the requirements of Section 162(m).
Chief Executive Officer Compensation
In determining Mr. Farmer's base salary, incentive compensation and performance
share award for fiscal 1996, the Committee considered both the Corporation's
performance and Mr. Farmer's individual performance by the same measures
described above for determining executive officer compensation.
Under the Corporation's Annual Incentive Plan, Mr. Farmer received annual
incentive compensation for fiscal 1996 based upon 102% achievement of the
Corporation's net income target for the year. Mr. Farmer's long-term incentive
compensation was based upon aggregate earnings per share performance compared
with the aggregate earnings per share target established for the three year
period commencing July 1, 1993 and ending June 30, 1996. Based upon the
performance of the Corporation and the payout formula approved by the Committee,
the Committee authorized a payout of 20,000 shares for Mr. Farmer for the three
year period commencing July 1, 1993 and ending June 30, 1996.
Ralph D. DeNunzio, Chairman
Lester E. Coleman
Joseph L. Dionne
13
<PAGE> 17
PERFORMANCE GRAPH
The graph below compares the performance of the Corporation with the performance
of the Standard and Poor's (S&P) 500 Composite Index and the S&P High Technology
Composite Index. The comparison of total return on investment (change in year
end stock price plus reinvested dividends) for each of the periods assumes that
$100 was invested on June 30, 1991 in the Corporation and each of the indices.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG S&P 500, S&P HIGH TECH AND HARRIS CORPORATION
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) S&P 500 S&P HIGH TECH HARRIS
<S> <C> <C> <C>
1991 100 100 100
1992 113 106 111
1993 129 124 161
1994 131 134 188
1995 165 218 228
1996 207 260 275
</TABLE>
14
<PAGE> 18
SUMMARY COMPENSATION TABLE
The table below illustrates annual and long-term compensation for services to
the Corporation for the fiscal years ended June 30, 1996, 1995 and 1994 for
those executives who, as of June 30, 1996 were (i) Chief Executive Officer and
(ii) the other four most highly compensated executives of the Corporation.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------ -------- ----------
OTHER ANNUAL OPTIONS/ LTIP ALL OTHER
NAME AND COMPENSATION(1) SARS PAYOUTS(2) COMPENSATION(4)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) # ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
- - -------------------------------------------------------------------------------------------------------------------------------
P. W. Farmer 1996 533,333 507,700 81,600 31,880 1,220,000 171,576
President and Chief 1995 441,667 407,775 80,662 0 774,375 126,880
Operating Officer 1994 387,500 357,565 63,382 2,744 661,875 96,446
W.E. Cantrell 1996 297,462 372,960 6,800 15,203 225,000 (3) 9,414
President -- Lanier 1995 283,077 358,750 0 8,000 132,000 (3) 7,677
Worldwide 1994 285,577 337,680 0 14,661 147,000 (3) 6,653
J.C. Garrett 1996 277,500 235,761 34,000 10,000 610,000 89,893
President -- 1995 262,500 304,810 24,800 0 0 79,599
Semiconductor Sector 1994 250,000 240,136 11,200 0 0 111,136
G.W. Numann 1996 277,500 276,293 35,360 14,902 742,980 98,939
President -- 1995 262,500 300,196 43,591 0 542,063 88,341
Communications 1994 250,000 294,147 38,364 2,401 389,712 70,796
Sector
B.R. Roub 1996 263,333 253,850 30,600 16,623 549,000 84,717
Senior Vice President 1995 253,333 260,976 38,068 6,467 464,625 74,578
Chief Financial
Officer 1994 245,000 247,545 33,488 4,593 361,825 61,277
<FN>
------------------
(1) None of the executive officers named in the Summary Compensation Table
received personal benefits in excess of the lesser of $50,000 or 10% of total
compensation for fiscal 1996, 1995 or 1994. The amounts reported represent
dividend equivalent payments on outstanding performance shares granted under the
Stock Incentive Plan.
(2) The value of performance shares earned for the three year period ended June
30, 1996 (Mr. Farmer -- 20,000; Mr. Numann -- 12,180; Mr. Garrett -- 10,000; and
Mr. Roub -- 9,000) is based upon the closing price of the Corporation's Common
Stock on June 30, 1996.
The value of the shares earned for the three year period ended June 30, 1995
(Mr. Farmer -- 15,000; Mr. Numann -- 10,500; and Mr. Roub -- 9,000) is based
upon the closing price of the Corporation's Common Stock on June 30, 1995.
The value of the shares earned for the three year period ended June 30, 1994
(Mr. Farmer -- 15,000; Mr. Numann -- 8,832 and Mr. Roub -- 8,200 shares) is
based upon the closing price of the Corporation's Common Stock on June 30, 1994.
Performance shares that were not earned were forfeited and returned to the
Corporation. For the performance period ended June 30, 1994, Mr. Numann
forfeited 768 shares.
</TABLE>
15
<PAGE> 19
(3) Mr. Cantrell's grants were made under the Lanier Worldwide, Inc. Long Term
Incentive Plan For Key Employees described in the Long Term Incentive Plans --
Awards in Last Fiscal Year table. The payment reflected in the table for fiscal
1996, 1995 and 1994 are for performance during the three year performance period
ended June 30 of each such year.
(4) Amounts reported include:
(i) Contributions to the Harris Corporation Retirement Plan for fiscal
1996: Mr. Farmer -- $12,000; Mr. Garrett -- $12,000; Mr. Numann --
$12,000; and Mr. Roub -- $12,000; for fiscal 1995: Mr. Farmer --
$15,964; Mr. Garrett -- $16,879; Mr. Numann -- $12,144; and Mr. Roub
-- $11,992; for fiscal 1994: Mr. Farmer -- $10,503; Mr. Garrett --
$8,976; Mr. Numann -- $10,485; and Mr. Roub -- $10,470.
(ii) Contributions to the Corporation's Supplemental Executive Retirement
Plan for fiscal 1996: Mr. Farmer -- $147,096; Mr. Garrett -- $73,128;
Mr. Numann -- $75,442; and Mr. Roub -- $58,532; for fiscal 1995: Mr.
Farmer -- $100,464; Mr. Garrett -- $58,644; Mr. Numann -- $65,123;
and Mr. Roub -- $47,095; and for fiscal 1994: Mr. Farmer -- $76,894;
Mr. Numann -- $51,017; and Mr. Roub -- $47,095.
(iii) Contributions for fiscal 1996 of $4,500; for fiscal 1995 of $4,500,
and for fiscal 1994 of $3,476 on behalf of Mr. Cantrell to the Lanier
Worldwide, Inc. Savings Incentive Plan.
(iv) The taxable portion of premiums on life insurance provided by the
Corporation for fiscal 1996: Mr. Farmer -- $12,480; Mr. Cantrell --
$4,914; Mr. Garrett -- $4,765; Mr. Numann -- $11,517; and Mr. Roub --
$4,256; for fiscal 1995: Mr. Farmer -- $10,452; Mr. Cantrell --
$3,177; Mr. Garrett -- $4,076; Mr. Numann -- $11,074; and Mr. Roub --
$4,054; for fiscal 1994: Mr. Farmer -- $9,049; Mr. Cantrell -- $3,177;
Mr. Garrett -- $2,160; Mr. Numann -- $9,294; and Mr. Roub -- $3,712.
16
<PAGE> 20
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Shown below is additional information on grants of stock options made under the
Stock Incentive Plan during the fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------- POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS/SARS OPTIONS/SARS PRICE APPRECIATION FOR OPTION
GRANTED GRANTED TO EXERCISE OR TERM
(1) EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------------------
P. W. Farmer 30,000 8.7 $ 58.625 08/25/05 $1,106,068 $2,802,994
1,880 0.5 $ 66.000 08/22/96 $ 3,174 $ 6,277
W. E. Cantrell 10,000 2.9 $ 58.625 8/25/05 $ 368,689 $ 934,331
3,760 1.1 $ 66.000 08/22/96 $ 6,349 $ 12,554
732 0.2 $ 66.000 08/24/00 $ 11,930 $ 26,038
711 0.2 $ 66.000 08/23/01 $ 14,497 $ 32,472
J. C. Garrett 10,000 2.9 $ 58.625 08/25/05 $ 368,689 $ 934,331
G. W. Numann 11,000 3.2 $ 58.625 08/25/05 $ 405,558 $1,027,764
3,909 1.1 $ 64.500 08/22/96 $ 6,693 $ 13,240
B. R. Roub 9,000 2.6 $ 58.625 08/25/05 $ 331,820 $ 840,898
1,355 0.4 $ 62.250 08/22/96 $ 2,320 $ 4,591
652 0.2 $ 62.250 08/22/96 $ 1,116 $ 2,209
1,295 0.4 $ 66.000 08/27/98 $ 11,223 $ 23,294
256 0.1 $ 66.000 01/22/98 $ 1,672 $ 3,420
239 0.1 $ 66.000 08/27/98 $ 2,071 $ 4,299
2,608 0.8 $ 66.000 08/26/99 $ 32,311 $ 68,753
1,218 0.4 $ 66.000 01/22/98 $ 7,955 $ 16,273
<FN>
- - ---------------
Shareholder Gain(2) $1,491,205,893 $3,779,008,513
Named Executive Officers' gain as % of all shareholders gain 0.18% 0.18 %
---------------
(1) All stock option grants were made under the Corporation's Stock Incentive
Plan. The term of each stock option is generally 10 years and is exercisable
in installments as follows: 50% after one year; 75% after two years; and
100% after three years. The exercise price is the closing price of a share
of the Corporation's Common Stock on the date of grant. The exercise price
may be paid in cash and/or shares of the Corporation's Common Stock, or
"cashless exercise" procedures may be used. If shares of the Corporation's
Common Stock are delivered in payment, a Restoration Stock Option (RSO) will
be granted equal to the number of shares used to exercise the stock option.
The expiration date of these grants remains the last day the underlying
grant is exercisable. RSO grants are non-qualified, and are first
exercisable six months after the date of grant at the then market value. In
the event of a change in control, any outstanding options become immediately
exercisable.
(2) The enclosed information shows the increase in market value of the
Corporation's Common Stock for all shareholders, assuming the stock price
appreciation at 5% and 10%, respectively, over a ten year period.
</TABLE>
17
<PAGE> 21
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
Shown below is information with respect to the options exercised and unexercised
options to purchase the Corporation's Common Stock for those executive officers
named in the Summary Compensation Table. These grants were made under the Stock
Option Plan for Key Employees and its successor, the Stock Incentive Plan. The
data reported are as of June 30, 1996.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-THE-
MONEY
NUMBER OF UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL FISCAL YEAR-END*
SHARES VALUE YEAR-END(#) ($)
ACQUIRED ON REALIZED ----------------------------- -----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------------------------------------------------
P. W. Farmer 4,000 141,500 37,744 31,880 959,003 71,250
W. E. Cantrell 12,000 453,620 32,648 21,203 751,301 115,750
J. C. Garrett 0 0 10,000 10,000 238,750 23,750
G. W. Numann 11,973 268,542 24,608 14,909 750,923 26,125
B. R. Roub 9,970 154,266 0 16,623 0 21,375
<FN>
---------------
*Based on the closing price of $61.00 per share on the New York Stock Exchange
-- Composite Transactions of the Corporation's Common Stock on June 30, 1996.
</TABLE>
18
<PAGE> 22
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE OR
OTHER PERIOD ESTIMATED FUTURE PAYOUTS
UNTIL -------------------------------------------------
NUMBER OF MATURATION OR THRESHOLD TARGET MAXIMUM
NAME SHARES PAYOUT SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C>
- - -----------------------------------------------------------------------------------------------------------
P. W. Farmer 15,000 6/30/98 0 15,000 30,000
W. E. Cantrell 5,000 6/30/98 0 5,000 10,000
J. C. Garrett 5,000 6/30/98 0 5,000 10,000
G. W. Numann 5,000 6/30/98 0 5,000 10,000
B. R. Roub 4,500 6/30/98 0 4,500 9,000
</TABLE>
---------------
Awards of performance shares under the Stock Incentive Plan to participants are
made at the beginning of each performance period and are earned based on the
performance of the business unit, the Corporation or some combination thereof.
The plan is designed to motivate key employees to maximize longer term
appreciation in shareholder value by aligning their interests with shareholder
interests. Final payout is determined by the Board, in the case of Mr. Farmer,
and as to the other executive officers by the Management Development and
Nominating Committee and is based upon financial performance compared with
Strategic Plan objectives. Performance criteria include the Corporation's
cumulative earnings per share over the three year Strategic Plan cycle for
Messrs. Farmer and Roub. In the case of Messrs. Garrett and Numann, 80% of the
award is based upon relevant sector cumulative net income over the Strategic
Plan cycle and 20% on the Corporation's cumulative earnings per share over the
Strategic Plan cycle. Mr. Cantrell's award is based on Lanier Worldwide's
cumulative net income over the Plan cycle. The terms of these awards comply with
Internal Revenue Code Section 162(m) requirements. Participants receive
quarterly cash payments on the performance share awards in an amount equal to
dividends paid to shareholders on the Corporation's Common Stock.
In the event of a change in control, the performance objectives applicable to
the award are deemed to be attained. For performance shares awarded prior to
July 1, 1996, including those stated in the table above, such awards are cashed
out immediately prior to the change in control. For performance shares awarded
after July 1, 1996, shares are paid out at the end of the performance period,
provided however: (i) in the event of death, disability, retirement or
involuntary termination other than for cause, the shares shall be paid as soon
as practicable; (ii) in the event of resignation or termination for cause, the
shares shall be forfeited; and (iii) in the event of a change in the
Corporation's capital structure, then, at the participant's election, the award
shall be paid in shares or cash as soon as practicable.
------------------
LANIER WORLDWIDE PENSION PLAN
The Lanier Worldwide, Inc. Pension Plan is a defined benefit plan. Substantially
all of the United States employees of Lanier Worldwide and its participating
subsidiaries are eligible to participate. The Plan is fully paid by Lanier
Worldwide, and employees become vested upon the completion of five years of
service. For an employee retiring at age 65, annual pension benefits are
determined by adding (a) 1.22% of the average of the employee's five highest
consecutive years' compensation in the last ten calendar years before
retirement, multiplied by the lesser of the employee's years of service or 30,
and (b) .33% of that part of the employee's five-year average compensation in
excess of a certain amount, mul-
19
<PAGE> 23
tiplied by the lesser of the employee's years of service or 30. The following
table sets forth the estimated annual pension benefits payable upon retirement
in specified compensation and years of service classifications. The amounts
shown in the table apply to employees of Lanier Worldwide retiring after June
30, 1995, at age 65 or older.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST
CONSECUTIVE ESTIMATED ANNUAL ANNUITY FOR
5-YEAR CREDITED YEARS OF SERVICE
AVERAGE ------------------------------------------------
COMPENSATION 15 20 25 30
- - -----------------------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 21,887 29,183 36,479 43,775
200,000 45,137 60,183 75,229 90,275
300,000 68,387 91,183 113,979 136,775
400,000 91,637 122,183 152,729 183,275
500,000 114,887 153,183 191,479 229,775
600,000 138,137 184,183 230,228 276,275
</TABLE>
Compensation pursuant to the plan is base salary, bonuses and sales commissions.
Base salary for purposes of calculating retirement benefits under the Plan
includes amounts deferred under the Lanier Worldwide, Inc. Savings Incentive
Plan. For fiscal 1996, average compensation for Mr. Cantrell does not include
amounts earned under the Long Term Incentive Plan. As of June 30, 1996, Mr.
Cantrell's average compensation, as currently limited by the Internal Revenue
Code of 1986, as amended, was $150,000, and he had 30 credited years of service
in the Plan.
Lanier Worldwide's Supplemental Executive Retirement Plan furnishes certain
employees retirement benefits which would have been available under the Pension
Plan but for the limitations imposed by the Internal Revenue Code. Upon
retirement or other termination, the then value of the excess benefits are
payable in cash.
EXECUTIVE SEVERANCE AGREEMENTS
To provide continuity of management and dedication of the Corporation's
corporate officers in the event of a threatened or actual change in control of
the Corporation, the Board of Directors approved severance agreements for the
officers, including the executive officers named in the table. The officer is
entitled to payments in the event of termination of employment for defined
reasons during a two year period following a change in control. Upon
termination, other than for cause, disability, resignation or retirement, the
officer is entitled to payments in an amount equal to one, two or three times
annual base and incentive compensation, depending on the officer's
responsibilities. The amounts are three years compensation for Mr. Farmer and
two years compensation for the other officers named in the table. In addition,
the agreements provide for the payments of any federal excise taxes payable by
the officer in the event the officer's employment is terminated. The agreements
also provide for vesting of amounts in the Corporation's retirement plan for the
account of the executive and continuation of employee, welfare and fringe
benefits and paid vacation for a period of two years following a change in
control.
SELECTION OF AUDITORS
The Board of Directors recommends the selection of Ernst & Young LLP,
independent public accountants, to audit the books and accounts of the
Corporation for the current fiscal year which ends June 30, 1997. A
representative of Ernst & Young LLP is expected to be present at the
shareholders' meeting with the opportunity to make a statement if he desires to
do so and to be available to respond to appropriate questions of shareholders.
------------------
SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1997 annual meeting of
shareholders and to be included in the Corporation's proxy statement and form of
proxy for that meeting must be received by the Corporation not later than May
19, 1997.
20
<PAGE> 24
HARRIS CORPORATION
MELBOURNE, FLORIDA 32919
P.W. FARMER, B.R. ROUB and R.L. BALLANTYNE, or any of them, are
P hereby authorized, with full power of substitution, to represent
R and to vote the stock of the undersigned at the Annual Meeting of
O Shareholders of the Corporation to be held on October 25, 1996, or
X at any adjournment, upon such business as may properly come before
Y the meeting, including the following items as set forth in the
Proxy Statement.
<TABLE>
<S> <C>
1. Election of Directors, Nominees:
(change of address)
Robert Cizik, John T. Hartley, Karen Katen __________________________________
__________________________________
2. Selection of Ernst & Young LLP __________________________________
__________________________________
(If you have written in the above
space, please mark the
corresponding box on the reverse
side of this card.)
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE. THIS PROXY, WHEN PROPERLY EXECUTED, IS VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS AND FOR PROPOSAL 2. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS
YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 25
<TABLE>
<CAPTION>
X PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
<S> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Selection of
Directors Ernst & Young
(see reverse) LLP as auditors
</TABLE>
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
For, except vote withheld from the following nominee(s):
--------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
AND WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED FOR EACH
ITEM SET FORTH ABOVE.
PROXY-PLEASE MARK, DATE, SIGN AND MAIL PROMPTLY
Change / /
of
Address
Attend / /
Meeting
<TABLE>
<S> <C>
SIGNATURE(S) _____________________________________________________________ DATE _________________
SIGNATURE(S) _____________________________________________________________ DATE _________________
Please sign exactly as name appears above. When signing as attorney, executor, administrator,
trustee, or guardian, give your full title as such.
</TABLE>
<PAGE> 26
HARRIS CORPORATION
MELBOURNE, FLORIDA 32919
TO PARTICIPANTS IN THE RETIREMENT PLAN HARRIS STOCK FUND:
THIS INSTRUCTION CARD IS SOLICITED BY THE HARRIS RETIREMENT PLAN
TRUSTEE. UNDER THE TERMS OF THE HARRIS RETIREMENT PLAN, A
PARTICIPANT MAY PROVIDE INSTRUCTIONS TO THE PLAN TRUSTEE ON HOW TO
VOTE THE SHARES ALLOCABLE TO THAT PARTICIPANT'S HARRIS STOCK FUND
ACCOUNT, INCLUDING THE FOLLOWING ITEMS AS SET FORTH IN THE PROXY
STATEMENT.
1. Election of Directors, Nominees:
Robert Cizik, John T. Hartley, Karen Katen
2. Selection of Ernst & Young LLP
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE.
SEE REVERSE
SIDE
<PAGE> 27
<TABLE>
<CAPTION>
X PLEASE MARK YOUR SHARES ALLOCATED TO YOUR RETIREMENT PLAN ACCOUNT.
VOTES AS IN THIS
EXAMPLE.
<S> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / / / 2. Selection of / / / / / /
Directors Ernst & Young
(see reverse) LLP as auditors
</TABLE>
For, except vote withheld from the following nominee(s):
________________________________________________________
VOTING INSTRUCTION CARD-PLEASE MARK,
DATE, SIGN AND MAIL PROMPTLY
<TABLE>
<S> <C>
SIGNATURE(S) _____________________________________________________________ DATE ____________________
Please complete this side, sign exactly as name appears above, date and return this confidential voting
card promptly in the enclosed postage-paid envelope.
</TABLE>
<PAGE> 28
HARRIS CORPORATION
MELBOURNE, FLORIDA 32919
TO PARTICIPANTS IN THE LANIER WORLDWIDE SAVINGS INCENTIVE PLAN:
THIS INSTRUCTION CARD IS SOLICITED BY THE LANIER WORLDWIDE SAVINGS
INCENTIVE PLAN TRUSTEE. UNDER THE TERMS OF THE LANIER WORLDWIDE
SAVINGS INCENTIVE PLAN, A PARTICIPANT MAY PROVIDE INSTRUCTIONS TO
THE PLAN TRUSTEE ON HOW TO VOTE THE SHARES ALLOCABLE TO THAT
PARTICIPANT'S HARRIS STOCK FUND ACCOUNT, INCLUDING THE FOLLOWING
ITEMS AS SET FORTH IN THE PROXY STATEMENT.
1. Election of Directors, Nominees:
Robert Cizik, John T. Hartley, Karen Katen
2. Selection of Ernst & Young LLP
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE.
SEE REVERSE
SIDE
<PAGE> 29
<TABLE>
<S> <C> <C>
X PLEASE MARK YOUR SHARES ALLOCATED TO YOUR RETIREMENT PLAN ACCOUNT.
VOTES AS IN THIS
EXAMPLE.
<S> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of / / 2. Selection of / / / / / /
Directors Ernst & Young
(see reverse) LLP as auditors
</TABLE>
For, except vote withheld from the following nominee(s):
----------------------------------------------------------
VOTING INSTRUCTION CARD-PLEASE
MARK, DATE, SIGN AND MAIL PROMPTLY
<TABLE>
<S> <C>
SIGNATURE(S) _____________________________________________________________ DATE ____________________
Please complete this side, sign exactly as name appears above, date and return this confidential voting
card promptly in the enclosed postage-paid envelope.
</TABLE>
