UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 14, 2004
HARRIS & HARRIS GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York 0-11576 13-3119827
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
111 West 57th Street
New York, New York 10019
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (212) 582-0900
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Item 1.01. Entry into a Material Definitive Agreement
On October 14, 2004, Harris & Harris Group, Inc. (the
"Company") and Charles E. Harris, the Chief Executive
Officer and Chairman of the Board of Directors entered into
an Amended and Restated Employment Agreement for the
purpose of changing the termination date to be consistent
with the date in the Company's Executive Mandatory
Retirement Benefit Plan. The Amended and Restated
Employment Agreement is included as an exhibit to this Form
8-K.
On February 2, 2000, the Company and Mr. Harris executed
the Deferred Compensation Agreement (the "Agreement") which
stated that any deferred compensation payable under the
Agreement would not be deemed salary or other compensation
to Mr. Harris for the purpose of computing benefits under
any pension plan. On March 20, 2003, the Company and Mr.
Harris entered into Amendment No. 1 to the Agreement, at
which time Mr. Harris voluntarily waived his right not to
include any deferred compensation under the Agreement to be
deemed salary or other compensation to him for purposes of
the Company's Executive Mandatory Retirement Benefit Plan.
On October 14, 2004, the Company and Mr. Harris entered
into Amendment No. 2 to Deferred Compensation Agreement
(the "Amended Agreement") which repealed Amendment No. 1.
Based on the actuarial calculations performed as of December
31, 2003, we estimate the annual benefits to Mr. Harris to be
$12,252 upon retirement. The text of the Amended Agreement
is included as an exhibit to this Form 8-K.
Item 9. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
10 Amended and Restated
Employment Agreement dated
October 14, 2004
10 Amendment No. 2 to Deferred
Compensation Agreement
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: October 15, 2004 HARRIS & HARRIS GROUP, INC.
By: /s/ Helene B. Shavin
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Helene B. Shavin
Vice President and Controller
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EXHIBIT INDEX
Exhibit No. Description
10 Amended and Restated Employment
Agreement dated October 14, 2004
10 Amendment No. 2 to Deferred
Compensation Agreement
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