Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Senior Vice President and Chief Financial Officer



On January 24, 2022, L3Harris Technologies, Inc. ("L3Harris" or the "Company")
announced that Michelle L. Turner has been named Senior Vice President and Chief
Financial Officer of L3Harris, effective January 24, 2022. Ms. Turner succeeds
Jesus "Jay" Malave, who is leaving the Company to pursue other career
opportunities. Mr. Malave's departure is amicable, and there is no disagreement
between him and L3Harris on any matter relating to the Company's financial
condition or financial reporting.

Ms. Turner, age 48, joins L3Harris from Johnson & Johnson, where she served
since 2017 as Chief Financial Officer and Vice President, Enterprise Supply
Chain. She served as Vice President, Petroleum for BHP Billiton from 2016 to
2017. From 2007 to 2016, Ms. Turner was with Raytheon Company in roles of
increasing responsibility, including as Vice President, Chief Financial Officer,
Space and Airborne Systems. Additional experience includes finance leadership
roles with Honeywell International. Ms. Turner received her B.S. degree in
accounting from the University of South Florida and her M.B.A. degree from
Arizona State University. She is also a certified public accountant.

Offer Letter Agreement with Ms. Turner

In connection with the transition, Ms. Turner and L3Harris entered into an employment offer letter agreement (the "Offer Letter Agreement") pursuant to which she was named Senior Vice President and Chief Financial Officer of L3Harris, effective January 24, 2022.

The Offer Letter Agreement, which was approved by the Compensation Committee of the Board of Director of L3Harris on January 21, 2022, provides for the following compensation and benefits:



•annual base salary of $750,000;
•eligibility to receive an annual cash incentive under the L3Harris
Technologies, Inc. Annual Incentive Plan (Amended and Restated as of August 28,
2020) (the "AIP") with a target value of 100% of her base salary. Such cash
incentive award will be paid based upon the achievement of pre-established,
annual business operating metrics and successful completion of personal
performance objectives;
•eligibility to receive annual equity awards granted under the L3Harris
Technologies, Inc. 2015 Equity Incentive Plan (Amended and Restated Effective as
of August 28, 2020) (the "Equity Incentive Plan") with a target value of
$2,500,000, calculated and having terms and conditions consistent with grants to
L3Harris' other executive officers;
•one-time grant of three-year cliff vesting equity awards with a grant value of
$2,700,000 comprised one-half of restricted stock units and one-half of
non-qualified stock options to be granted under the Equity Incentive Plan on
February 1, 2022 (if that date occurs within a "quiet period" as defined by
L3Harris' equity grant policy, the grant date will be the first trading day
following the end of such "quiet period");
•a one-time cash sign-on bonus of $750,000;
•eligibility to participate in L3Harris' 401(k) Retirement Plan, Excess
Retirement Savings Plan and employee health and welfare plans; and
•relocation benefits to assist with her move from New Jersey to the Melbourne,
Florida area, including a $10,000 expense allowance payment.

The foregoing description of the terms and conditions of Ms. Turner's Offer
Letter Agreement is not complete and is qualified in its entirety by, and should
be read in conjunction with, the complete text of the Offer Letter Agreement,
which L3Harris expects to file as an exhibit to its Quarterly Report on Form
10-Q for the fiscal quarter ending April 1, 2022.

The Offer Letter Agreement does not provide for a term of employment. As an
executive officer of L3Harris, Ms. Turner will be covered by the L3Harris
Technologies, Inc. Severance Pay Plan (the "Severance Pay Plan"). Upon an
involuntary termination of employment by L3Harris without cause, the Severance
Pay Plan provides for severance benefits for regular, full-time employees of
L3Harris, subject to a waiver and release, including the following severance
benefits for employees at the officer level (including executive officers): (a)
a lump sum cash
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payment equal to the participant's annual base pay and annual bonus target, and (b) twelve (12) months of COBRA coverage at active employee rates.



As an executive officer of L3Harris, Ms. Turner will also be covered by the
L3Harris Technologies, Inc. Executive Change in Control Severance Plan (the "CIC
Severance Plan"). Under the CIC Severance Plan, if a participant's employment is
terminated by L3Harris without "cause" or by the participant for "good reason"
(each, as defined in the CIC Severance Plan) during the two-year period
following a change in control, L3Harris will provide to the participant, subject
to the participant's execution of a release of claims: (i) a lump sum cash
payment equal to a multiple (two times in the case of employees at the officer
level, including executive officers) of the participant's base salary and target
bonus; (ii) a lump sum cash payment equal to the participant's pro-rata target
bonus; (iii) continued participation in L3Harris' group medical, dental and
vision plans for the number of years equal to the applicable severance multiple;
and (iv) if immediately prior to the date of termination or change in control,
the participant is eligible for professional finance and tax planning assistance
services offered by L3Harris, continued participation in such services for the
balance of the calendar year in which the termination occurs and the calendar
year thereafter.

The foregoing description of the CIC Severance Plan and the Severance Pay Plan
are summaries and are qualified in their entirety by reference to the full text
of the CIC Severance Plan and the Severance Pay Plan, respectively, which were
filed as Exhibits 10.1 and 10.2 to the L3Harris Form 8-K filed with the
Securities and Exchange Commission on March 4, 2020, and are incorporated herein
by reference.

The naming of Ms. Turner as Senior Vice President and Chief Financial Officer of
L3Harris was not pursuant to any arrangement or understanding with respect to
any other person. In addition, there are no family relationships between Ms.
Turner and any director or other executive officer of L3Harris and there are no
related persons transactions between L3Harris and Ms. Turner reportable under
Item 404(a) of Regulation S-K.

Separation Agreement with Mr. Malave



On January 21, 2022, L3Harris entered into a Conditional Waiver, Separation
Agreement and Release of All Claims with Mr. Malave (the "Separation
Agreement"). Under the Separation Agreement, L3Harris and Mr. Malave agreed
that:
•All outstanding vested and unvested L3Harris equity grants, including
restricted units, performance units and stock options, held by Mr. Malave on the
Separation Date will be immediately cancelled, terminated and forfeited;
•Mr. Malave will not be entitled to any cash bonus under the AIP in respect of
L3Harris completed fiscal 2021;
•Mr. Malave releases all claims he may have against L3Harris and its
subsidiaries and affiliated companies and their officers, directors and
shareholders; and
•Existing covenants applicable to Mr. Malave that prohibit him from, directly or
indirectly, as an employee or officer or investor or in other capacities,
participating in any activities with, or providing services to, a competitive
business for a period of not less than the twelve (12) month period following
his employment termination date, will be conditionally waived and L3Harris will
consent to Mr. Malave becoming a full-time employee and chief financial officer
of a specific company. Such waiver and consent is subject to and conditioned on
Mr. Malave's compliance with his obligations and agreements contained in the
Separation Agreement, including full compliance with (1) confidentiality
restrictions, (2) a two-year non-solicitation restriction, (3) non-competition
restrictions applicable to companies other than the specific company, (4)
recusal and related protective provisions, and (5) other restrictive covenants.

The Separation Agreement also provides that it may be revoked by Mr. Malave for a period of seven days after he signed it.



The foregoing description of the terms and conditions of the Separation
Agreement is not complete and is qualified in its entirety by, and should be
read in conjunction with, the complete text of the Separation Agreement, which
L3Harris expects to file as an exhibit to its Quarterly Report on Form 10-Q for
the fiscal quarter ending April 1, 2022.





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Item 7.01 Regulation FD Disclosure.



On January 24, 2022, L3Harris issued a press release announcing that Michelle L.
Turner has been named Senior Vice President and Chief Financial Officer of
L3Harris, effective January 24, 2022. Ms. Turner succeeds Jesus "Jay" Malave,
who is leaving L3Harris to pursue other career opportunities. A copy of the
press release announcing the Chief Financial Officer transition is furnished
with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein
by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



   The following exhibit is filed herewith:
Exhibit
Number       Description
99.1           Press Release issued by L3Harris Technologies, Inc. on

January 24, 2022, (furnished pursuant to Item 7.01) 104 Cover Page Interactive Data File formatted in Inline XBRL






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