Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amended Annual Incentive Plan and Amended Equity Incentive Plan. On August
28, 2020, the Board of Directors (the "Board") of L3Harris Technologies, Inc.
(the "Company"), on the recommendation of the Compensation Committee of the
Board (the "Compensation Committee"), adopted and approved amendments to certain
incentive plans of the Company, as follows: (1) the L3Harris Technologies, Inc.
Annual Incentive Plan (Amended and Restated Effective as of August 28, 2020)
(the "Amended AIP"), which amends and restates the Harris Corporation Annual
Incentive Plan (Effective as of July 4, 2015), as previously amended (the "Prior
AIP"); and (2) the L3Harris Technologies, Inc. 2015 Equity Incentive Plan
(Amended and Restated Effective as of August 28, 2020) (the "Amended EIP"),
which amends and restates the Harris Corporation 2015 Equity Incentive Plan, as
previously amended (the "Prior EIP," and together with the Prior AIP, the "Prior
Plans").

As previously reported in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on October 28, 2015, the
Prior Plans were approved by the Company's shareholders at the 2015 Annual
Meeting of Shareholders of the Company held on October 23, 2015. Brief
descriptions of the Prior Plans and their principal terms and conditions and the
types of awards contemplated thereunder are set forth under the headings
"Proposal 3: Approval of the Harris Corporation 2015 Equity Incentive Plan" and
"Proposal 4: Approval of the Harris Corporation Annual Incentive Plan" on pages
78-90 of the Company's definitive proxy statement for its 2015 Annual Meeting of
Shareholders filed with the SEC on September 9, 2015.

The terms and conditions of the Amended AIP remain substantially similar to the
Prior AIP, except in respect of the following amendments:
•reflecting the name change of the Company to "L3Harris Technologies, Inc." from
"Harris Corporation" in connection with the merger involving L3 Technologies,
Inc. and Harris Corporation that occurred on June 29, 2019 (the "L3Harris
Merger");
•removing certain provisions required to satisfy the performance-based exception
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), in light of the repeal of such exception (although the same maximum
annual award limit as in the Prior AIP was retained);
•reflecting the Company's commitment to cause the Amended AIP and awards granted
under the Amended AIP to be exempt from, or to comply with the requirements of,
Section 409A of the Code ("Section 409A") to avoid the imposition of taxes
thereunder, including the ability of the Committee (as defined in the Amended
AIP) to amend such awards to the extent necessary to comply with Section 409A;
and
•adding a definition for "retirement," such that it means retirement after age
60 with 5 or more years of full-time service with the Company, subject to notice
and other conditions set forth in the Amended AIP.

The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amended AIP, filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated by reference into this
Item 5.02.

The terms and conditions of the Amended EIP remain substantially similar to the Prior EIP, except in respect of the following amendments:



•reflecting the name change of the Company to "L3Harris Technologies, Inc." from
"Harris Corporation" in connection with the L3Harris Merger;
•removing certain provisions required to satisfy the performance-based exception
under Section 162(m) of the Code, in light of the repeal of such exception
(although the same maximum share limitations as in the Prior EIP were retained);
•reflecting the Company's commitment to cause the Amended EIP and awards granted
under the Amended EIP or Prior EIP to be exempt from, or to comply with the
requirements of, Section 409A to avoid the imposition of taxes thereunder,
including the ability of the Board Committee (as defined in the Amended EIP) to
amend such awards to the extent necessary to comply with Section 409A; and
•clarifying the intent of the Company that, consistent with the terms of
performance-based awards, no dividends or Dividend Equivalents (as defined in
the Amended EIP) will be paid on outstanding unvested or unearned (or forfeited
or cancelled) Restricted Shares or Restricted Units (each as defined in the
Amended EIP); however, if specified by the Board Committee, Dividend Equivalents
will accrue and be paid in cash or shares of common stock of the Company, as
determined by the Board Committee, at the time of release of the Restricted
Shares and at the time of payout of the Restricted Units.
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The foregoing description does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amended EIP, filed as Exhibit
10.2 to this Current Report on Form 8-K and incorporated by reference into this
Item 5.02.

Pension-Related Compensatory Arrangement. On August 26, 2020, the Compensation
Committee authorized and approved a compensatory arrangement for Todd W.
Gautier, President, Aviation Systems for the Company, designed to offset the
impact of pension plan changes implemented following the L3Harris Merger that
froze pay credits for certain employees participating in those plans. Under the
compensatory arrangement, for each calendar year commencing with 2020 and ending
with the calendar year during which Mr. Gautier attains age 65 (each, an
"Accrual Year"), provided that Mr. Gautier remains actively employed by the
Company and its subsidiaries through December 31 of the applicable Accrual Year,
Mr. Gautier will receive a credit of $257,000 to his account under the Company's
Excess Retirement Savings Plan (the "ERSP"), which credit will be fully vested
and nonforfeitable and allocated to the Stable Value Fund (but may be
reallocated to other investment options under the ERSP at Mr. Gautier's
election). The credits and any related earnings will be distributed to Mr.
Gautier in cash in a single sum on the first business day coincident with or
next following the 6-month anniversary of the date he separates from service
with the Company; provided, however, that in the event of a Change of Control
(as defined in the ERSP) that qualifies as a "change in control event" within
the meaning of Treasury Regulation Section 1.409A-3(i)(5), the distribution will
be made in a single sum within 60 days following the occurrence of the Change of
Control.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



   The following exhibits are filed herewith:
Exhibit
Number         Description
*10.1            L3Harris Technologies, Inc. Annual Incentive Plan (Amended and Restated Effective as of August 28, 2020)
*10.2            L3Harris Technologies, Inc. 2015 Equity Incentive Plan

(Amended and Restated Effective as of August 28, 2020) 104

            Cover Page Interactive Data File formatted in Inline XBRL

*Management contract or compensatory plan or arrangement.


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