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PART III<br />

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.<br />

(a) Identification of Directors: The information required by this Item, with respect to our directors, is<br />

incorporated herein by reference to the discussion under the headings Proposal 1: Election of Directors in our Proxy<br />

Statement for our 2011 Annual Meeting of Shareholders scheduled to be held on October 28, 2011 (our “2011<br />

Proxy Statement”), which is expected to be filed within 120 days after the end of our 2011 fiscal year.<br />

(b) Identification of Executive Officers: Certain information regarding our executive officers is included in<br />

Part I of this Report under the heading “Executive Officers of the Registrant” in accordance with General<br />

Instruction G(3) of Form 10-K.<br />

(c) Audit Committee Information; Financial Expert: The information required by this Item with respect to the<br />

Audit Committee of our Board of Directors and Audit Committee financial experts is incorporated herein by<br />

reference to the discussion under the headings Board Committees and Committee Charters, Audit Committee and<br />

Committee Membership in our 2011 Proxy Statement, which is expected to be filed within 120 days after the end of<br />

our 2011 fiscal year.<br />

(d) Section 16(a) Beneficial Ownership Reporting Compliance: The information relating to compliance with<br />

Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading<br />

Section 16(a) Beneficial Ownership Reporting Compliance in our 2011 Proxy Statement, which is expected to be<br />

filed within 120 days after the end of our 2011 fiscal year.<br />

(e) Code of Ethics: All our directors and employees, including our Chief Executive Officer, Chief Financial<br />

Officer, Principal Accounting Officer and other senior accounting and financial officers, are required to abide by our<br />

Standards of Business Conduct. Our Standards of Business Conduct are posted on our website at www.<strong>harris</strong>.com/<br />

business-conduct and are also available free of charge by written request to our Director of Business Conduct,<br />

Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919. We intend to disclose any amendment<br />

to, or waiver from, our Standards of Business Conduct granted in favor of any of our directors or officers on the<br />

Business Conduct section of our website at www.<strong>harris</strong>.com/business-conduct within four business days following<br />

such amendment or waiver. The information required by this Item with respect to codes of ethics is incorporated<br />

herein by reference to the discussion under the heading Standards of Business Conduct in our 2011 Proxy<br />

Statement, which is expected to be filed within 120 days after the end of our 2011 fiscal year.<br />

(f) Policy for Nominees: The information required under Item 407(c)(3) of Regulation S-K is incorporated<br />

herein by reference to the discussion concerning procedures by which shareholders may recommend nominees to<br />

our Board of Directors contained under the heading Director Nomination Process and Criteria, and Board Diversity<br />

in our 2011 Proxy Statement, which is expected to be filed within 120 days after the end of our 2011 fiscal year. No<br />

material changes to those procedures have occurred since the disclosure regarding those procedures in our Proxy<br />

Statement for our 2010 Annual Meeting of Shareholders. Additional information concerning requirements and<br />

procedures for shareholders directly nominating directors is contained under the heading Shareholder Proposals for<br />

the 2012 Annual Meeting of Shareholders in our 2011 Proxy Statement, which is expected to be filed within<br />

120 days after the end of our 2011 fiscal year.<br />

ITEM 11. EXECUTIVE COMPENSATION.<br />

The information required by this Item, with respect to compensation of our directors and executive officers, is<br />

incorporated herein by reference to the discussion under the headings Director Compensation and Benefits,<br />

Executive Compensation and Management Development and Compensation Committee Report in our 2011 Proxy<br />

Statement, which is expected to be filed within 120 days after the end of our 2011 fiscal year.<br />

97

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