ex10_1.htm


    
      
Exhibit
      10.1

    


     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002
      STOCK PLAN

    (as
      amended and restated October 19, 2007)

    


     

    1.      Purposes
      of the Plan.  The purposes of this 2002 Stock Plan
      are:

     

    
      	
            	
              ·

            	
              to
                attract and retain the best available personnel for positions of
                substantial responsibility,

            


    

     

    
      	
            	
              ·

            	
              to
                provide additional incentive to Employees, Directors and Consultants,
                and

            


    

     

    
      	
            	
              ·

            	
              to
                promote the success of the Company's
                business.

            


    

     

    Grants
      under the Plan may be Awards, Incentive Stock Options or Nonstatutory Stock
      Options, as determined by the Administrator at the time of grant.

     

    2.  Definitions.  As
      used herein, the following definitions shall apply:

     

    (a)
      “Administrator”
      means the Board or any of its Committees as shall be administering the Plan,
      in
      accordance with Section 4 of the Plan.

     

    (b)
      “Applicable
      Laws” means the requirements relating to the administration of stock
      incentive plans under U.S. state corporate laws, U.S. federal and state
      securities laws, the Code, any stock exchange or quotation system on which
      the
      Common Stock is listed or quoted and the applicable laws of any foreign country
      or jurisdiction where Options are, or will be, granted under the
      Plan.

     

    (c)
      “Award” means a grant of Shares, Restricted Stock or Restricted Stock
      Units or of any other right to receive Shares or cash pursuant to Section 7
      of
      the Plan.

     

    (d)
      “Award Agreement” means a written or electronic form of notice or
      agreement between the Company and an Awardee evidencing the terms and conditions
      of an individual Award.  The Award Agreement is subject to the terms
      and conditions of the Plan.

     

    (e)
      “Awarded Stock” means the Common Stock subject to an Award.

     

    (f)
      “Awardee” means the holder of an outstanding Award.

     

    (g)
      “Board” means the board of directors of the Company.

     

    (h)
      “Change in Control” means the occurrence of any of the following
      events:

     

    (i)    Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
      becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
      directly or indirectly, of securities of the Company representing fifty percent
      (50%) or more of the total voting power represented by the Company’s then
      outstanding voting securities; or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)   The
      consummation of the sale or disposition by the Company of all or substantially
      all of the Company’s assets;

     

    (iii)  A
      change
      in the composition of the Board occurring within a two-year period, as a result
      of which fewer than a majority of the directors are Incumbent
      Directors.  "Incumbent Directors" means directors who either
      (A) are Directors as of the effective date of the Plan, or (B) are
      elected, or nominated for election, to the Board with the affirmative votes
      of
      at least a majority of the Incumbent Directors at the time of such election
      or
      nomination (but will not include an individual whose election or nomination
      is
      in connection with an actual or threatened proxy contest relating to the
      election of directors to the Company); or

     

    (iv)  The
      consummation of a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation which would result in the
      voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity or its parent) at least fifty
      percent (50%) of the total voting power represented by the voting securities
      of
      the Company or such surviving entity or its parent outstanding immediately
      after
      such merger or consolidation.

     

    (i)
      "Code"
      means the Internal Revenue Code of 1986, as amended.

     

    (j)
      "Committee"
      means a committee of Directors appointed by the Board in accordance with
      Section 4 of the Plan.

     

    (k)
      "Common
      Stock" means the common stock of the Company.

     

    (l) 
      "Company"
      means Trimble Navigation Limited, a California corporation.

     

    (m)
      "Consultant"
      means any natural person, including an advisor, engaged by the Company or a
      Parent or Subsidiary to render services to such entity.

     

    (n)
      "Director"
      means a member of the Board.

     

    (o)
      "Disability"
      means total and permanent disability as defined in Section 22(e)(3) of the
      Code.

     

    (p)
      "Employee"
      means any person, including Officers and Directors, employed by the Company
      or
      any Parent or Subsidiary of the Company.  A Service Provider shall not
      cease to be an Employee in the case of (i) any leave of absence approved by
      the Company or (ii) transfers between locations of the Company or between
      the Company, its Parent, any Subsidiary, or any successor.  For
      purposes of Incentive Stock Options, no such leave may exceed ninety days,
      unless reemployment upon expiration of such leave is guaranteed by statute
      or
      contract.  If reemployment upon expiration of a leave of absence
      approved by the Company is not so guaranteed, then three (3) months
      following the 91st day of
      such leave
      any Incentive Stock Option held by the Optionee shall cease to be treated as
      an
      Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory
      Stock Option.  Neither service as a Director nor payment of a
      director's fee by the Company shall be sufficient to constitute “employment” by
      the Company.


    
      
        
        

      

      
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    (q) "Exchange
      Act" means the Securities Exchange Act of 1934, as amended.

     

    (r) "Fair
      Market Value" means, as of any date, the value of Common Stock determined as
      follows:

     

    (i)    If
      the
      Common Stock is listed on any estab­lished stock exchange or a national
      market system, including without limitation the Nasdaq National Market or The
      Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
      be the closing sales price for such stock (or the closing bid, if no sales
      were
      reported) as quoted on such exchange or system on the day of determination,
      as
      reported in The Wall Street Journal or such other source as the
      Administrator deems reliable;

     

    (ii)   If
      the
      Common Stock is regularly quoted by a recognized securities dealer but selling
      prices are not reported, the Fair Market Value of a Share of Common Stock shall
      be the mean between the high bid and low asked prices for the Common Stock
      on
      the day of determination, as reported in The Wall Street Journal or
      such other source as the Administrator deems reliable; or

     

    (iii)  In
      the
      absence of an established market for the Common Stock, the Fair Market Value
      shall be determined in good faith by the Board.

     

    (s)
      "Incentive
      Stock Option" means an Option intended to qualify as an incentive stock
      option within the meaning of Section 422 of the Code and the regulations
      promulgated thereunder.

     

    (t)
      "Nonstatutory
      Stock Option" means an Option not intended to qualify as an Incentive Stock
      Option.

     

    (u)
      "Officer"
      means a person who is an officer of the Company within the meaning of
      Section 16 of the Exchange Act and the rules and regulations promulgated
      thereunder.

     

    (v)
      "Option"
      means a stock option granted pursuant to the Plan.

     

    (w)
      "Option
      Agreement" means a written or electronic form of notice or agreement between
      the Company and an Optionee evidencing the terms and conditions of an individual
      Option grant.  The Option Agreement is subject to the terms and
      conditions of the Plan.

     

    (x)
      "Optioned
      Stock" means the Common Stock subject to an Option.

     

    (y)
      "Optionee"
      means the holder of an outstanding Option.

     

    (z)
      “Outside Director” means a Director who is not an Employee.

     

    (aa) 
      "Parent"
      means a "parent corporation," whether now or hereafter existing, as defined
      in
      Section 424(e) of the Code.


    
      
        
        

      

      
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    (bb) 
      "Plan"
      means this 2002 Stock Plan, as amended.

     

    (cc) 
      "Restricted
      Stock" means Shares subject to certain restrictions, granted pursuant to Section
      7 hereof.

     

    (dd) 
      "Restricted
      Stock Unit" means the right to receive a Share, or the Fair Market Value of
      a
      Share in cash, granted pursuant to Section 7 hereof.

     

    (ee) 
      "Rule
      16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
      as in effect when discretion is being exercised with respect to the
      Plan.

     

    (ff)  
      "Section 16(b)
      " means Section 16(b) of the Exchange Act.

     

    (gg) 
      "Service
      Provider" means an Employee, Director or Consultant.

     

    (hh) 
      "Share"
      means a share of the Common Stock, as adjusted in accordance with
      Section 13 of the Plan.

     

    (gg) 
      "Subsidiary" means a "subsidiary corporation", whether now or hereafter
      existing, as defined in Section 424(f) of the Code.

     

    3.  Stock Subject to the Plan.  Subject
      to the provisions of Section 13 of the Plan, the maximum aggregate number
      of Shares that may be awarded or optioned and delivered under the Plan is
      12,000,000 Shares plus (a) any Shares which have been previously reserved
      but not issued under the Company’s 1993 Stock Option Plan (the “1993 Plan”) as
      of the date of shareholder approval of this Plan, and (b) any Shares returned
      to
      the 1993 Plan as a result of termination of options granted under the 1993
      Plan.  The Shares may be authorized, but unissued, or reacquired
      Common Stock, all of which Shares may be granted as Incentive Stock Options
      and
      5% of which may be granted as Awards.

     

    If
      an
      Award or Option expires, is cancelled, forfeited or becomes unexercisable
      without having been exercised in full or otherwise settled in full, the
      undelivered Shares which were subject thereto shall, unless the Plan has
      terminated, become available for future Awards or Options under the
      Plan.

     

    4.  Administration
      of the Plan.

     

    (a)
      Procedure.

     

    (i)    Multiple
      Administrative Bodies.  Different Committees with respect to
      different groups of Service Providers may administer the Plan.

     

    (ii)   Section 162(m).  To
      the extent that the Administrator determines it to be desirable to qualify
      Awards or Options granted hereunder as "performance-based compensation" within
      the meaning of Section 162(m) of the Code, the Plan shall be administered
      by a Committee of two or more "outside directors" within the meaning of
      Section 162(m) of the Code.


    
      
        
        

      

      
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    (iii)  Rule
      16b-3.  To the extent desirable to qualify transactions hereunder
      as exempt under Rule 16b-3, the transactions contemplated hereunder shall be
      structured to satisfy the requirements for exemption under Rule
      16b-3.

     

    (iv)  Other
      Administration.  Other than as provided above, the Plan shall be
      administered by (A) the Board or (B) a Committee, which committee shall be
      constituted to satisfy Applicable Laws.

     

    (b)
      Powers
      of the Administrator.  Subject to the provisions of the Plan, and
      in the case of a Committee, subject to the specific duties delegated by the
      Board to such Committee, the Administrator shall have the authority, in its
      discre­tion:

     

    (i)    to
      select
      the Service Providers to whom Awards or Options may be granted
      hereunder;

     

    (ii)   to
      determine the number of shares of Common Stock, units of Restricted Stock Units
      or other amounts to be covered by each Award or Option granted hereunder, and
      in
      the case of Restricted Stock Units, to determine the amount, if any, of cash
      payment to be made to the Awardee;

     

    (iii)  to
      approve forms of agreement for use under the Plan;

     

    (iv)  to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any Award or Option granted hereunder.  Such terms and conditions
      include, but are not limited to, the exercise price, the time or times when
      Options may be exercised (which may be based on performance criteria), the
      time
      or times when Awards vest (which may be based on performance criteria), any
      vesting acceleration or waiver of forfeiture restrictions, and any restriction
      or limitation regarding any Award or Option or the shares of Common Stock
      relating thereto, based in each case on such factors as the Administrator,
      in
      its sole discretion, shall determine;

     

    (v)   to
      construe and interpret the terms of the Plan and Awards granted pursuant to
      the
      Plan;

     

    (vi)  to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules and regulations relating to sub-plans established for the
      purpose of satisfying applicable foreign laws;

     

    (vii)    
      to
      modify
      or amend each Award or Option (subject to Section 15(c) of the Plan),
      including the discretionary authority to extend the post-termination
      exercisability period of Options longer than is otherwise provided for in the
      Plan; provided, however, that the Administrator shall not reduce the exercise
      price of Options or cancel any outstanding Option and replace it with a new
      Option with a lower exercise price, where the economic effect would be the
      same
      as reducing the exercise price of the cancelled Option, without the approval
      of
      the Company’s shareholders;


    
      
        
        

      

      
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    (viii)   
      to
      allow
      Awardees or Optionees to satisfy withholding tax obligations by electing to
      have
      the Company withhold from the Shares to be issued upon exercise of an Option
      or
      vesting of an Award that number of Shares having a Fair Market Value equal
      to
      the minimum amount required to be withheld.  The Fair Market Value of
      the Shares to be withheld shall be determined on the date that the amount of
      tax
      to be withheld is to be determined.  All elections by an Awardee or
      Optionee to have Shares withheld for this purpose shall be made in such form
      and
      under such conditions as the Administrator may deem necessary or
      advisable;

     

    (ix)   to
      authorize any person to execute on behalf of the Company any instrument required
      to effect the grant of an Award or Option previously granted by the
      Administrator; and

     

    (x)    to
      make
      all other determinations deemed necessary or advisable for administering the
      Plan.

     

    (c)  Effect
      of Administrator's Decision.  The Administrator's decisions,
      determinations and interpretations shall be final and binding on all Awardees
      and Optionees and any other holders of Awards or Options.

     

    5.  Eligibility.  Nonstatutory
      Stock Options and Awards may be granted to Service
      Providers.  Incentive Stock Options may be granted only to
      Employees.

     

    6.  Limitations.

     

    (a)
      Each
      Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option.  However, notwithstanding such
      designation, to the extent that the aggregate Fair Market Value of the Shares
      with respect to which Incentive Stock Options are exercisable for the first
      time
      by the Optionee during any calendar year (under all plans of the Company and
      any
      Parent or Subsidiary) exceeds $100,000, such Options shall be treated as
      Nonstatutory Stock Options.  For purposes of this Section 6(a),
      Incentive Stock Options shall be taken into account in the order in which they
      were granted.  The Fair Market Value of the Shares shall be determined
      as of the time the Option with respect to such Shares is granted.

     

    (b)
      Neither
      the Plan nor any Award or Option shall confer upon an Awardee or Optionee any
      right with respect to continuing that individual’s relationship as a Service
      Provider with the Company, nor shall they interfere in any way with the
      Awardee’s or Optionee's right or the Company's right to terminate such
      relationship at any time, with or without cause.

     

    (c)
      The
      following limitations shall apply to grants of Awards and Options:

     

    (i)    No
      Service Provider shall be granted, in any fiscal year of the Company, Options
      and Awards covering more than 600,000 Shares.

     

    (ii)   In
      connection with his or her initial service, a Service Provider may be granted
      Options and Awards covering an additional 900,000 Shares, which shall not count
      against the limit set forth in subsection (i) above.

       

      (iii)  The
        foregoing limitations shall be adjusted proportionately in connection with
        any
        change in the Company's capitalization as described in
        Section 13.

       

    

    
      (iv)  If
        an
        Award or Option is cancelled in the same fiscal year of the Company in which
        it
        was granted (other than in connection with a transaction described in Section
        13), the cancelled Option or Award will be counted against the limits set
        forth
        in subsections (i) and (ii) above.

       

    

    
      
        
        

      

      
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    7. 
      Awards.  All Awards shall be subject to the terms and
      conditions of the applicable Award Agreement, to the extent consistent with
      the
      terms of the Plan.  Awards may be granted either alone or in addition
      to Options granted under the Plan.  Upon each vesting date of a
      Restricted Stock Award, provided that the Awardee is then a Service Provider,
      the Awardee shall be entitled to receive the number of Shares vested without
      payment of any consideration to the Company, unless otherwise required by
      applicable law or determined by the Administrator.  Unless otherwise
      provided in the Award Agreement, Awardees of Restricted Stock will have full
      voting rights and be entitled to regular cash dividends with respect to the
      Shares subject to their Awards.  A Restricted Stock Award Agreement
      may provide that certain restrictions will apply to any such
      dividends.  Unless otherwise provided in the Award Agreement, upon
      each vesting date of a Restricted Stock Unit Award, provided the Awardee is
      then
      a Service Provider, the Awardee shall be entitled to receive, in the sole and
      absolute discretion of the Administrator, and without consideration to the
      Company (unless otherwise required by applicable law or determined by the
      Administrator), (a) a number of Shares equal to the number of Restricted Stock
      Units vesting on such vesting date, (b) a cash payment equal to the product
      of
      the number of Restricted Stock Units vesting on such vesting date and the Fair
      Market Value of one Share on such vesting date or (c) a combination of the
      foregoing.

     

    8. 
      Term
      of Plan.  Subject to Section 19 of the
      Plan, the Plan shall become effective upon its adoption by the
      Board.  It shall continue in effect for a term of ten (10) years
      unless terminated earlier under Section 15 of the Plan.

     

    9. 
      Term
      of Award or Option.  The term of each Option (and, to the extent
      applicable, the term of each Award) shall be ten (10) years from the date of
      grant or such shorter term as may be provided in the Award Agreement or Option
      Agreement.  However, in the case of an Incentive Stock Option granted
      to an Optionee who, at the time the Incentive Stock Option is granted, owns
      stock representing more than ten percent (10%) of the total combined voting
      power of all classes of stock of the Company or any Parent or Subsidiary, the
      term of the Incentive Stock Option shall be five (5) years from the date of
      grant or such shorter term as may be provided in the Option
      Agreement.

     

    
      10.
        Option
        Exercise Price and Consideration.

       

      (a)
        Exercise
        Price.  The per share exercise price for the Shares to be issued
        pursuant to exercise of an Option shall be determined by the Administrator,
        subject to the following:

       

      (i)    In
        the
        case of an Incentive Stock Option

       

      (A)
        granted
        to an Employee who, at the time the Incentive Stock Option is granted, owns
        stock representing more than ten percent (10%) of the voting power of all
        classes of stock of the Company or any Parent or Subsidiary, the per Share
        exercise price shall be no less than 110% of the Fair Market Value per Share
        on
        the date of grant.

       

      (B)
        granted
        to any Employee other than an Employee described in paragraph (A) immediately
        above, the per Share exercise price shall be no less than 100% of the Fair
        Market Value per Share on the date of grant.

       

    

    
      
        
        

      

      
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    (ii)  In
      the
      case of a Nonstatutory Stock Option, the per Share exercise price shall be
      no
      less than 100% of the Fair Market Value per Share on the date of
      grant.

     

    (iii)  Notwithstanding
      the foregoing, Options may be granted with a per Share exercise price of less
      than 100% of the Fair Market Value per Share on the date of grant pursuant
      to a
      merger or consolidation of or by the Company with or into another corporation,
      the purchase or acquisition of property or stock by the Company of another
      corporation, any spin-off or other distribution of stock or property by the
      Company or another corporation, any reorganization of the Company, or any
      partial or complete liquidation of the Company, if such action by the Company
      or
      other corporation results in a significant number of Employees or employees
      being transferred to a new employer or discharged, or in the creation or
      severance of the Parent-Subsidiary relationship.

     

    (b)
      Waiting
      Period and Exercise Dates.  At the time an Option is granted, the
      Administrator shall fix the period within which the Option may be exercised
      and
      shall determine any con­ditions that must be satisfied before the Option may
      be exercised.

     

    (c)
      Form
      of Consideration.  The Administrator shall determine the
      acceptable form of consideration for exercising an Option, including the method
      of payment.  In the case of an Incentive Stock Option, the
      Administrator shall determine the acceptable form of consideration at the time
      of grant.  Such consideration may consist entirely of:

     

    (i)    cash;

     

    (ii)  check;

     

    (iii)  promissory
      note;

     

    (iv)  other
      Shares which, in the case of Shares acquired directly or indirectly from the
      Company, (A) have been owned by the Optionee for more than six (6)
      months on the date of surrender, and (B) have a Fair Market Value on the
      date of surrender equal to the aggregate exercise price of the Shares as to
      which said Option shall be exercised;

     

    
      (v)      
        consideration
        received by the Company under a cashless exercise program approved by the
        Company;

       

      (vi)    
        a
        reduction in the amount of any Company liability to the Optionee, including
        any
        liability attributable to the Optionee's participation in any Company-sponsored
        deferred compensation program or arrangement;

       

      (vii)   
        any
        combination of the foregoing methods of payment; or

       

      (viii)   
        such
        other consideration and method of payment for the issuance of Shares to the
        extent permitted by Applicable Laws.

    

     

    11.  Exercise
      of Option; Termination as Service Provider.


    
      
        
        

      

      
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    (a)
      Procedure
      for Exercise; Rights as a Shareholder.  Any Option granted
      hereunder shall be exercisable according to the terms of the Plan and at such
      times and under such conditions as determined by the Administrator and set
      forth
      in the Option Agreement.  Unless the Administrator provides otherwise,
      vesting of Awards and Options granted hereunder shall be suspended during any
      unpaid leave of absence.  An Option may not be exercised for a
      fraction of a Share.

     

    An
      Option
      shall be deemed exercised when the Company receives: (i) written or
      electronic notice of exercise (in accordance with the Option Agreement) from
      the
      person entitled to exercise the Option or such person’s authorized agent, and
      (ii) full payment for the Shares with respect to which the Option is
      exercised.  Full payment may consist of any consideration and method
      of payment authorized by the Administrator and permitted by the Option Agreement
      and the Plan.  Shares issued upon exercise of an Option shall be
      issued in the name of the Optionee.  Until the Shares are issued (as
      evidenced by the appropriate entry on the books of the Company or of a duly
      authorized transfer agent of the Company), no right to vote or receive dividends
      or any other rights as a shareholder shall exist with respect to the Optioned
      Stock, notwithstanding the exercise of the Option.  The Company shall
      issue (or cause to be issued) such Shares promptly after the Option is
      exercised.  No adjustment will be made for a dividend or other right
      for which the record date is prior to the date the Shares are issued, except
      as
      provided in Sections 7 and 13 of the
      Plan.

     

    Exercising
      an Option in any manner shall decrease the number of Shares thereafter
      available, both for purposes of the Plan and for delivery under the Award or
      Option, by the number of Shares as to which the Option is
      exercised.

     

    (b)
      Termination
      of Relationship as a Service Provider.  If an Optionee ceases to
      be a Service Provider, other than upon the Optionee's death or Disability,
      the
      Optionee may exercise his or her Option within such period of time as is
      specified in the Option Agreement to the extent that the Option is vested on
      the
      date of termination (but in no event later than the expiration of the term
      of
      such Option as set forth in the Option Agreement).  In the absence of
      a specified time in the Option Agreement, the Option shall remain exercisable
      for three (3) months following the Optionee's termination.  If an
      Awardee ceases to be a Service Provider, for any reason, all unvested Shares
      covered by his or her Award, and all unvested Restricted Stock Units, shall
      be
      forfeited.  If, on the date of termination, the Optionee or Awardee is
      not vested as to his or her entire Option or Award, the Shares covered by the
      unvested portion of the Option or Award shall revert to the Plan.  If,
      after termination, the Optionee does not exercise his or her Option within
      the
      time specified by the Administrator, the Option shall terminate, and the Shares
      covered by such Option shall revert to the Plan.

     

    
      (c)
        Disability
        of Optionee.  If an Optionee ceases to be a Service Provider as a
        result of the Optionee's Disability, the Optionee may exercise his or her
        Option
        within such period of time as is specified in the Option Agreement to the
        extent
        the Option is vested on the date of termination (but in no event later than
        the
        expiration of the term of such Option as set forth in the Option
        Agreement).  In the absence of a specified time in the Option
        Agreement, the Option shall remain exercisable for twelve (12) months following
        the Optionee's termination.  If, on the date of termination, the
        Optionee is not vested as to his or her entire Option, the Shares covered
        by the
        unvested portion of the Option shall revert to the Plan.  If, after
        termination, the Optionee does not exercise his or her Option within the
        time
        specified herein, the Option shall terminate, and the Shares covered by such
        Option shall revert to the Plan.



    
      
        
        

      

      
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    (d)
      Death
      of Optionee.  If an Optionee dies while a Service Provider or
      within thirty (30) days (or such longer period of time not exceeding three
      (3)
      months as is determined by the Administrator), the Option may be exercised
      following the Optionee's death within such period of time as is specified in
      the
      Option Agreement to the extent that the Option is vested on the date of death
      (but in no event may the option be exercised later than the expiration of the
      term of such Option as set forth in the Option Agreement), by the personal
      representative of the Optionee's estate or by the person(s) to whom the Option
      is transferred pursuant to the Optionee's will or in accordance with the laws
      of
      descent and distribution.  In the absence of a specified time in the
      Option Agreement, the Option shall remain exercisable for twelve (12) months
      following Optionee's death.  If, at the time of death, Optionee is not
      vested as to his or her entire Option, the Shares covered by the unvested
      portion of the Option shall immediately revert to the Plan.  If the
      Option is not so exercised within the time specified herein, the Option shall
      terminate, and the Shares covered by such Option shall revert to the
      Plan.

     

    12.
      Transferability
      of Awards and Options.  Unless determined otherwise by the
      Administrator, an Award or Option may not be sold, pledged, assigned,
      hypothecated, transferred, or disposed of in any manner other than by will
      or by
      the laws of descent or distribution and may be exercised, during the lifetime
      of
      the Optionee, only by the Optionee.  If the Administrator makes an
      Award or Option transferable, such Award or Option shall contain such additional
      terms and conditions as the Administrator deems appropriate.

     

    13.
      Adjustments;
      Dissolution; Merger or Change in Control.

     

    (a)
      Adjustments.  In
      the event that any dividend or other distribution (whether in the form of cash,
      Shares, other securities, or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase, or exchange of Shares or other securities of the
      Company, or other change in the corporate structure of the Company affecting
      the
      Shares occurs, the Administrator, in order to prevent diminution or enlargement
      of the benefits or potential benefits intended to be made available under the
      Plan, may (in its sole discretion) adjust the number and class of Shares that
      may be delivered under the Plan and/or the number, class, and price of Shares
      covered by each outstanding Award and Option and the numerical limits of Section
      6.

     

    (b)
Dissolution
      or Liquidation.  In the event of the proposed dissolution or
      liquidation of the Company, the Administrator shall notify each Awardee and
      Optionee as soon as practicable prior to the effective date of such proposed
      transaction.  The Administrator in its discretion may provide for an
      Optionee to have the right to exercise his or her Option until ten (10) days
      prior to such transaction as to all of the Optioned Stock covered thereby,
      including Shares as to which the Option would not otherwise be
      exercisable.  The Administrator in its discretion may provide that the
      vesting of an Award accelerate at any time prior to such
      transaction.  To the extent it has not been previously exercised, an
      Option will terminate immediately prior to the consummation of such proposed
      action, and unvested Shares and Restricted Stock Units subject to an Award
      will
      be forfeited immediately prior to the consummation of such proposed
      action.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (c)
      Merger
      or Change in Control.  In the event of a merger of the Company
      with or into another corporation, or a Change in Control, each outstanding
      Award
      and Option shall be assumed or an equivalent award, option or right substituted
      by the successor corporation or a Parent or Subsidiary of the successor
      corporation.  In the event the successor corporation does not agree to
      assume the Award or Option, or substitute an equivalent option or right, the
      Administrator shall, in lieu of such assumption or substitution, provide for
      the
      Awardee or Optionee to have the right to vest in and exercise the Option as
      to
      all of the Optioned Stock, including Shares as to which the Option would not
      otherwise be vested or exercisable, and in the case of an Award, to vest in
      the
      entire Award.  If the Administrator makes an Option fully vested and
      exercisable in lieu of assumption or substitution in the event of a merger
      or
      Change in Control, the Administrator shall notify the Optionee that the Option
      shall be fully vested and exercisable for a period of fifteen (15) days from
      the
      date of such notice, and the Option will terminate upon the expiration of such
      period.  If, in such a merger or Change in Control, the Award or
      Option is assumed or an equivalent award or option or right is substituted
      by
      such successor corporation or a Parent or Subsidiary of such successor
      corporation, and if during a one-year period after the effective date of such
      merger or Change in Control, the Awardee’s or Optionee's status as a Service
      Provider is terminated for any reason other than the Awardee’s or Optionee's
      voluntary termination of such relationship, then (i) in the case of an Option,
      the Optionee shall have the right within three (3) months thereafter to exercise
      the Option as to all of the Optioned Stock, including Shares as to which the
      Option would not be otherwise exercisable, effective as of the date of such
      termination and (ii) in the case of an Award, the Award shall be fully vested
      on
      the date of such termination.

     

    For
      the
      purposes of this subsection (c), the Award or Option shall be considered assumed
      if, following the merger or Change in Control, the option or right confers
      the
      right to purchase or receive, for each Share of Awarded Stock and each
      Restricted Stock Unit subject to the Award, or each Share of Optioned Stock
      subject to the Option, in each case immediately prior to the merger or Change
      in
      Control, the consideration (whether stock, cash, or other securities or
      property) received in the merger or Change in Control by holders of Common
      Stock
      for each Share held on the effective date of the transaction (and if holders
      were offered a choice of consideration, the type of consideration chosen by
      the
      holders of a majority of the outstanding Shares); provided, however, that if
      such consideration received in the merger or Change in Control is not solely
      common stock of the successor corporation or its Parent, the Administrator
      may,
      with the consent of the successor corporation, provide for the consideration
      to
      be received upon the exercise of the Option, for each Share of Optioned Stock
      subject to the Option, and upon the vesting of an Award, for each Share of
      Awarded Stock and each Restricted Stock Unit to be solely common stock of the
      successor corporation or its Parent equal in fair market value to the per share
      consideration received by holders of Common Stock in the merger or Change in
      Control.

     

    14.
      Date
      of Grant.  Except for Options granted to Outside Directors under
      Section 15 hereof, the date of grant of an Award or Option shall be, for all
      purposes, the date on which the Administrator makes the determination granting
      such Award or Option, or such other later date as is determined by the
      Administrator.  Notice of the determination shall be provided to each
      Awardee and Optionee within a reasonable time after the date of such
      grant.

     

    15.
      Option
      Grants to Outside Directors.  All grants of Options to Outside
      Directors shall be automatic and non-discretionary and shall be made strictly
      in
      accordance with the following provisions:

     

    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

     

    (i)
         No
      person
      shall have any discretion to select which Outside Directors shall be granted
      Options or to determine the number of Shares to be covered by Options granted
      to
      Outside Directors.

     

    (ii)
        Each
      Outside Director shall be automatically granted an Option to purchase 15,000
      Shares (the "First Option") upon the date on which such person first
      becomes a Director, whether through election by the shareholders of the Company
      or appointment by the Board of Directors to fill a vacancy.

     

    (iii)  After
      a
      First Option has been granted to any Outside Director, each Outside Director
      shall thereafter be automatically granted an Option to purchase 10,000 Shares
      (a
      "Subsequent Option") on the day of each subsequent annual shareholders
      meeting at which such Outside Director is reelected to an additional term;
      provided, however, that no Subsequent Option shall be granted for the first
      annual shareholders meeting following the grant of a First Option to any
      director.

     

    (iv)  In
      the
      event that the number of Shares remaining available for grant under the Plan
      is
      less than the number of Shares required for an automatic grant pursuant to
      either subsection (ii) or (iii) hereof, then each such automatic grant shall
      be
      for that number of Shares determined by dividing the total number of Shares
      remaining available for grant by the number of Outside Directors on the
      automatic grant date.  Any further automatic grants shall then be
      deferred until such time, if any, as additional Shares become available for
      grant under the Plan through action to increase the number of Shares which
      may
      be issued under the Plan or through cancellation or expiration of Options
      previously granted under the Plan.

     

    (v)  The
      terms
      of an Option granted hereunder shall be consistent with the requirements set
      forth elsewhere in this plan, except that the Option shall become exercisable
      in
      installments cumulatively with respect to 1/36 of the Shares for each complete
      calendar month after the date of grant of such Option.

     

    (vi)  The
      number of Shares granted pursuant to subsections (ii) and (iii) hereof shall
      be
      adjusted proportionately in connection with any change in the Company's
      capitalization as described in Section 13.

     

    16.
      Amendment
      and Termination of the Plan.

     

    (a)
      Amendment
      and Termination.  The Board may at any time amend, alter, suspend
      or terminate the Plan.  The Board may not materially alter the Plan
      without shareholder approval, including by increasing the benefits accrued
      to
      participants under the Plan; increasing the number of securities which may
      be
      issued under the Plan; modifying the requirements for participation in the
      Plan;
      or including a provision allowing the Board to lapse or waive restrictions
      at
      its discretion.

     

    (b)
      Shareholder
      Approval.  The Company shall obtain shareholder approval of this
      Plan amendment to the extent necessary and desirable to comply with Applicable
      Laws and paragraph (c) below.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (c)
      Effect
      of Amendment or Termination.  No amendment, alteration, suspension
      or termination of the Plan or any Award or Option shall (i) impair the rights
      of
      any Awardee or Optionee, unless mutually agreed otherwise between the Awardee
      or
      Optionee and the Administrator, which agreement must be in writing and signed
      by
      the Awardee or Optionee and the Company or (ii) permit the reduction of the
      exercise price of an Option after it has been granted (except for adjustments
      made pursuant to Section 13), unless approved by the Company’s
      shareholders.  Neither may the Administrator, without the approval of
      the Company’s shareholders, cancel any outstanding Option and replace it with a
      new Option with a lower exercise price, where the economic effect would be
      the
      same as reducing the exercise price of the cancelled
      Option.  Termination of the Plan shall not affect the Administrator's
      ability to exercise the powers granted to it hereunder with respect to Awards
      and Options granted under the Plan prior to the date of such termination. Any
      increase in the number of shares subject to the Plan, other than pursuant to
      Section 13 hereof, shall be approved by the Company’s shareholders.

     

    17.
      Conditions
      Upon Issuance of Shares; Deferred Compensation Legislation.

     

    (a)
      Legal
      Compliance.  Shares shall not be issued pursuant to the exercise
      of an Option or the vesting of an Award unless the exercise of such Option
      and
      the issuance and delivery of such Shares shall comply with Applicable Laws
      and
      shall be further subject to the approval of counsel for the Company with respect
      to such compliance.  The Plan is intended to comply with the
      requirements of Section 409A of the Code and Awards and Options granted under
      the Plan may be amended for purposes of such compliance.

     

    (b)
      Investment
      Representations.  As a condition to the exercise of an Option, the
      Company may require the person exercising such Option to represent and warrant
      at the time of any such exercise that the Shares are being purchased only for
      investment and without any present intention to sell or distribute such Shares
      if, in the opinion of counsel for the Company, such a representation is
      required.

     

    18.
      Inability
      to Obtain Authority.  The inability of the Company to obtain
      authority from any regulatory body having jurisdiction, which authority is
      deemed by the Company's counsel to be necessary to the lawful issuance and
      sale
      of any Shares hereunder, shall relieve the Company of any liability in respect
      of the failure to issue or sell such Shares as to which such requisite authority
      shall not have been obtained.

     

    19.
      Reservation
      of Shares.  The Company, during the term of this Plan, will at all
      times reserve and keep available such number of Shares as shall be sufficient
      to
      satisfy the requirements of the Plan.

     

    20.
      Shareholder
      Approval.  The Plan shall be subject to approval by the
      shareholders of the Company within twelve (12) months after the date the Plan
      is
      adopted.  Such shareholder approval shall be obtained in the manner
      and to the degree required under Applicable Laws.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002 STOCK
      PLAN – STOCK OPTION AGREEMENT

     

    Unless
      otherwise defined herein, the capitalized terms used in this Stock Option
      Agreement shall have the same defined meanings as set forth in the Company’s
      2002 Stock Plan.

     

    
      	
              I.

            	
              NOTICE
                OF STOCK OPTION GRANT

            


    

     

    Name:

     

    Address:

     

    You
      have
      been granted an option to purchase shares of the Common Stock of the Company,
      subject to the terms and conditions of the Plan and this Stock Option Agreement,
      as follows:

     

    
      	
              Grant
                Number

            	 	 
	 	 	 
	
              Date
                of Grant

            	 	 
	 	 	 
	
              Vesting
                Commencement Date

            	 	 
	 	 	 
	
              Exercise
                Price per Share

            	
              $

            	 	 
	 	 	 
	
              Total
                Number of Shares Granted

            	 	 
	 	 	 
	
              Total
                Exercise Price

            	
              $

            	 	 
	 	 	 
	
              Type
                of Option:

            	
              ___
                Incentive Stock Option

            	 
	 	 	 
	 	
              ___
                Nonstatutory Stock Option

            	 
	 	 	 
	
              Term/Expiration
                Date:

            	 	 
	 	 	 
	
              Vesting
                Schedule:

            	 	 


    

     

    This
      Option shall be exercisable, in whole or in part, in accordance with the
      following schedule:

     

    20%
      of
      the Shares subject to this Option shall vest twelve months after the Vesting
      Commencement Date, and 1/60th of the
      Shares
      subject to this Option shall vest each month thereafter on the same day of
      the
      month as the Vesting Commencement Date, such that 100% of the Shares subject
      to
      this Option shall vest five (5) years from the Vesting Commencement Date
      subject to the Optionee continuing to be a Service Provider on such
      dates.

    

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

    

     

    Termination
      Period:

     

     

    This
      Option may be exercised for three (3) months after Optionee ceases to be a
      Service Provider.  Upon the death or Disability of the Optionee, this
      Option may be exercised for twelve months after Optionee ceases to be a Service
      Provider.  In no event shall this Option be exercised later than the
      Term/Expiration Date as provided above.

     

     

    
      	
            	
              II.

            	
              AGREEMENT

            


    

     

    
      	
            	
              A.

            	
              Grant
                of Option.

            


    

     

    The
      Plan
      Administrator of the Company hereby grants to the Optionee named in the Notice
      of Grant attached as Part I of this Agreement (the “Optionee”) an option
      (the “Option”) to purchase the number of Shares, as set forth in the Notice of
      Grant, at the exercise price per share set forth in the Notice of Grant (the
      “Exercise Price”), subject to the terms and conditions of the Plan, which is
      incorporated herein by reference.  Subject to Section 15(c) of
      the Plan, in the event of a conflict between the terms and conditions of the
      Plan and the terms and conditions of this Option Agreement, the terms and
      conditions of the Plan shall prevail.

     

    If
      designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this
      Option is intended to qualify as an Incentive Stock Option under
      Section 422 of the Code.  However, if this Option is intended to
      be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule
      of
      Code Section 422(d) it shall be treated as a Nonstatutory Stock Option
      (“NSO”).

     

    
      	
            	
              B.

            	
              Exercise
                of Option.

            


    

     

    (a)  Right
      to Exercise.  This Option is exercisable during its term in
      accordance with the Vesting Schedule set out in the Notice of Grant and the
      applicable provisions of the Plan and this Option Agreement.

     

    (b)  Method
      of Exercise.  This Option is exercisable by (i) electronic
      exercise in accordance with an approved automated exercise program or (ii)
      delivery of an exercise notice, in the form attached as Exhibit A (the
“Exercise Notice”), which shall state the election to exercise the Option, the
      number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be
      required by the Company pursuant to the provisions of the Plan.  The
      Exercise Notice shall be completed by the Optionee and delivered to the
      Company.  The Exercise Notice shall be accompanied by payment of the
      aggregate Exercise Price as to all Exercised Shares.  This Option
      shall be deemed to be exercised upon receipt by the Company of the Exercise
      Price.

     

     No
      Shares shall be issued pursuant to the exercise of this Option unless such
      issuance and exercise complies with Applicable Laws.  Assuming such
      compliance, for income tax purposes the Exercised Shares shall be considered
      transferred to the Optionee on the date the Option is exercised with respect
      to
      such Exercised Shares.


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              C.

            	
              Method
                of Payment.

            


    

     

    Payment
      of the aggregate Exercise Price shall be by any of the following, or a
      combination thereof, at the election of the Optionee:

     

    1.  cash;
      or

     

    2.  check;
      or

     

    3.  consideration
      received by the Company under a cashless exercise program implemented by the
      Company in connection with the Plan; or

     

    4.  surrender
      of other Shares which (i) in the case of Shares acquired either directly or
      indirectly from the Company, have been owned by the Optionee for more than
      six (6) months on the date of surrender, and (ii) have a Fair Market
      Value on the date of surrender equal to the aggregate Exercise Price of the
      Exercised Shares.

     

    
      	
            	
              D.

            	
              Non-Transferability
                of Option.

            


    

     

    This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      Optionee only by the Optionee.  The terms of the Plan and this Option
      Agreement shall be binding upon the executors, administrators, heirs, successors
      and assigns of the Optionee.

     

    
      	
            	
              E.

            	
              Term
                of Option.

            


    

     

    This
      Option may be exercised only within the term set out in the Notice of Grant,
      and
      may be exercised during such term only in accordance with the Plan and the
      terms
      of this Option Agreement.

     

    
      	
            	
              F.

            	
              Tax
                Obligations.

            


    

     

    (a)  Withholding
      Taxes.  Optionee agrees to make appropriate arrangements with the
      Company (or the Parent or Subsidiary employing or retaining Optionee) for the
      satisfaction of all Federal, state, local and foreign income and employment
      tax
      withholding requirements applicable to the Option exercise.  Optionee
      acknowledges and agrees that the Company may refuse to honor the exercise and
      refuse to deliver Shares if such withholding amounts are not delivered at the
      time of exercise.

     

    (b)  Notice
      of Disqualifying Disposition of ISO Shares.  If the Option granted
      to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of
      any
      of the Shares acquired pursuant to the ISO on or before the later of
      (1) the date two years after the Date of Grant, or (2) the date one
      year after the date of exercise, the Optionee shall immediately notify the
      Company in writing of such disposition.  Optionee agrees that Optionee
      may be subject to income tax withholding by the Company on the compensation
      income recognized by the Optionee.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


     

    
      	
            	
              G.

            	
              Entire
                Agreement; Governing Law.

            


    

     

    The
      Plan
      is incorporated herein by reference.  The Plan and this Option
      Agreement con­sti­tute the entire agreement of the parties with respect
      to the subject matter hereof and supersede in their entirety all prior
      undertakings and agreements of the Company and Optionee with respect to the
      subject matter hereof, and may not be modified adversely to the Optionee's
      interest except by means of a writing signed by the Company and
      Optionee.  This agreement is governed by the internal substantive
      laws, but not the choice of law rules, of the state of California.

     

    
      	
            	
              H.

            	
              NO
                GUARANTEE OF CONTINUED SERVICE.

            


    

     

    OPTIONEE
      ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
      SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
      OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION
      OR PURCHASING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND
      AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
      VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
      PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
      FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR
      THE
      COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER
      AT
      ANY TIME, WITH OR WITHOUT CAUSE.

     

    By
      Optionee’s signature and the signature of the Company's representative below,
      Optionee and the Company agree that this Option is granted under and governed
      by
      the terms and conditions of the Plan and this Option
      Agreement.  Optionee has reviewed the Plan and this Option Agreement
      in their entirety, has had an opportunity to obtain the advice of counsel prior
      to executing this Option Agreement and fully understands all provisions of
      the
      Plan and Option Agreement.  Optionee hereby agrees to accept as
      binding, conclusive and final all decisions or interpretations of the
      Administrator upon any questions relating to the Plan and Option
      Agreement.  Optionee further agrees to notify the Company upon any
      change in the residence address indicated below.

     

    


    
      	
              OPTIONEE:

            	 	
              TRIMBLE
                NAVIGATION LIMITED

            	 
	 	 	 	 
	
               

            	 	
               

            	 
	
              Signature

            	 	
              By

            	 
	 	 	 	 
	 	 	 	
               

            
	
              Print
                Name

            	 	
              Print
                Name

            	 
	 	 	 	 
	 	 	 	 
	
              Residence
                Address

            	 	
              Title

            	 


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    


     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002 STOCK
      PLAN – STOCK OPTION AGREEMENT

     

    (Outside
      Director Option)

     

    Unless
      otherwise defined herein, the capitalized terms used in this Stock Option
      Agreement shall have the same defined meanings as set forth in the Company’s
      2002 Stock Plan.

     

    
      	
              I.

            	
              NOTICE
                OF STOCK OPTION GRANT

            


    

     

    Name:

     

    Address:

     

    You
      have
      been granted an option to purchase shares of the Common Stock of the Company,
      subject to the terms and conditions of the Plan and this Stock Option Agreement,
      as follows:

     

    
      	
              Grant
                Number

            	 	 
	 	 	 
	
              Date
                of Grant

            	 	 
	 	 	 
	
              Vesting
                Commencement Date

            	 	 
	 	 	 
	
              Exercise
                Price per Share

            	
              $

            	 	 
	 	 	 
	
              Total
                Number of Shares Granted

            	 	 
	 	 	 
	
              Total
                Exercise Price

            	
              $

            	 	 
	 	 	 
	
              Type
                of Option:

            	
              Nonstatutory
                Stock Option

            	 
	 	 	 
	
              Term/Expiration
                Date:

            	 	 
	 	 	 
	
              Vesting
                Schedule:

            	 	 


    

     

    This
      Option shall be exercisable, in whole or in part, in accordance with the
      following schedule:

     

    This
      option shall vest and become exercisable cumulatively, to the extent of
      1/36th of the
      Shares subject to the Option for each complete calendar month after the date
      of
      grant of the Option.

    

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

    

     

    Termination
      Period:

     

    This
      Option may be exercised for three (3) months after Optionee ceases to be a
      Service Provider.  Upon the death or Disability of the Optionee, this
      Option may be exercised for twelve months after Optionee ceases to be a Service
      Provider.  In no event shall this Option be exercised later than the
      Term/Expiration Date as provided above.

     

     

    
      	
              II.

            	
              AGREEMENT

            


    

     

    A.    Grant
      of Option.

     

    The
      Plan
      Administrator of the Company hereby grants to the Optionee named in the Notice
      of Grant attached as Part I of this Agreement (the “Optionee”) an option
      (the “Option”) to purchase the number of Shares, as set forth in the Notice of
      Grant, at the exercise price per share set forth in the Notice of Grant (the
      “Exercise Price”), subject to the terms and conditions of the Plan, which is
      incorporated herein by reference.  Subject to Section 15(c) of
      the Plan, in the event of a conflict between the terms and conditions of the
      Plan and the terms and conditions of this Option Agreement, the terms and
      conditions of the Plan shall prevail.

     

    B.    Exercise
      of Option.

     

    (a)    Right
      to Exercise.  This Option is exercisable during its term in
      accordance with the Vesting Schedule set out in the Notice of Grant and the
      applicable provisions of the Plan and this Option Agreement.

     

    (b)    Method
      of Exercise.  This Option is exercisable by (i) electronic
      exercise in accordance with an approved automated exercise program or (ii)
      delivery of an exercise notice, in the form attached as Exhibit A (the
“Exercise Notice”), which shall state the election to exercise the Option, the
      number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be
      required by the Company pursuant to the provisions of the Plan.  The
      Exercise Notice shall be completed by the Optionee and delivered to the
      Company.  The Exercise Notice shall be accompanied by payment of the
      aggregate Exercise Price as to all Exercised Shares.  This Option
      shall be deemed to be exercised upon receipt by the Company of the Exercise
      Price.

     

    No
      Shares
      shall be issued pursuant to the exercise of this Option unless such issuance
      and
      exercise complies with Applicable Laws.  Assuming such compliance, for
      income tax purposes the Exercised Shares shall be considered transferred to
      the
      Optionee on the date the Option is exercised with respect to such Exercised
      Shares.

     

    
      	
            	
              C.

            	
              Method
                of Payment.

            


    

     

    Payment
      of the aggregate Exercise Price shall be by
      any of the following, or a combination thereof, at the election of the
      Optionee:


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    1.      cash;
      or

     

    2.        check;
      or

     

    3.      consideration
      received by the Company under a cashless exercise program implemented by the
      Company in connection with the Plan; or

     

    4.      surrender
      of other Shares which (i) in the case of Shares acquired either directly or
      indirectly from the Company, have been owned by the Optionee for more than
      six (6) months on the date of surrender, and (ii) have a Fair Market
      Value on the date of surrender equal to the aggregate Exercise Price of the
      Exercised Shares.

     

    
      	
            	
              D.

            	
              Non-Transferability
                of Option.

            


    

     

    This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      Optionee only by the Optionee.  The terms of the Plan and this Option
      Agreement shall be binding upon the executors, administrators, heirs, successors
      and assigns of the Optionee.

     

    
      	
            	
              E.

            	
              Term
                of Option.

            


    

     

    This
      Option may be exercised only within the term set out in the Notice of Grant,
      and
      may be exercised during such term only in accordance with the Plan and the
      terms
      of this Option Agreement.

     

    
      	
            	
              F.

            	
              Tax
                Obligations.

            


    

     

    Withholding
      Taxes.  Optionee agrees to make appropriate arrangements with the
      Company (or the Parent or Subsidiary employing or retaining Optionee) for the
      satisfaction of all Federal, state, local and foreign income and employment
      tax
      withholding requirements applicable to the Option exercise.  Optionee
      acknowledges and agrees that the Company may refuse to honor the exercise and
      refuse to deliver Shares if such withholding amounts are not delivered at the
      time of exercise.

     

    
      	
            	
              G.

            	
              Entire
                Agreement; Governing Law.

            


    

     

    The
      Plan
      is incorporated herein by reference.  The Plan and this Option
      Agreement con­sti­tute the entire agreement of the parties with respect
      to the subject matter hereof and supersede in their entirety all prior
      undertakings and agreements of the Company and Optionee with respect to the
      subject matter hereof, and may not be modified adversely to the Optionee's
      interest except by means of a writing signed by the Company and
      Optionee.  This agreement is governed by the internal substantive
      laws, but not the choice of law rules, of the state of
      California.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    By
      Optionee’s signature and the signature of the Company's representative below,
      Optionee and the Company agree that this Option is granted under and governed
      by
      the terms and conditions of the Plan and this Option
      Agreement.  Optionee has reviewed the Plan and this Option Agreement
      in their entirety, has had an opportunity to obtain the advice of counsel prior
      to executing this Option Agreement and fully understands all provisions of
      the
      Plan and Option Agreement.  Optionee hereby agrees to accept as
      binding, conclusive and final all decisions or interpretations of the
      Administrator upon any questions relating to the Plan and Option
      Agreement.  Optionee further agrees to notify the Company upon any
      change in the residence address indicated below.

     

    
      	
              OPTIONEE:

            	 	
              TRIMBLE
                NAVIGATION LIMITED

            	 
	 	 	 	 
	
               

            	 	
               

            	 
	
              Signature

            	 	
              By

            	 
	 	 	 	 
	 	 	 	
               

            
	
              Print
                Name

            	 	
              Print
                Name

            	 
	 	 	 	 
	 	 	 	 
	
              Residence
                Address

            	 	
              Title

            	 
	 	 	 	 
	
               

            	 	 	 


    

    

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

    

     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002 STOCK
      PLAN – RESTRICTED STOCK UNIT AWARD AGREEMENT

     

    Unless
      otherwise defined herein, the capitalized terms used in this Award Agreement
      shall have the same defined meanings as set forth in the Company’s 2002 Stock
      Plan (the “Plan”).

     

    Name:

     

    Address:

     

    You
      have
      been awarded the right to receive shares of  Common Stock of the
      Company (“Shares”) or a cash equivalent, subject to the terms and conditions of
      the Plan and this Award Agreement, as follows:

     

    
      	
              Award
                Number

            	 	 
	 	 	 
	
              Award
                Date

            	
               

            	 
	 	 	 
	
              Total
                Number of Restricted Stock Units Awarded

            	 	 
	 	 	 
	
              Term/Expiration
                Date:

            	
               

            	 


    

     

    Vesting
      Schedule

     

    One
      hundred percent (100%) of the Restricted Stock Units subject to this Award
      shall
      vest thirty-six (36) months after the Award Date.  Vesting of
      Restricted Stock Units shall at all times be subject to your continuing to
      be a
      Service Provider of the Company on the applicable date of vesting.

     

    Settlement

     

    For
      each
      vested Restricted Stock Unit, you shall be entitled to receive (a) a number
      of
      Shares equal to the number of Restricted Stock Units vesting on such vesting
      date, (b) a cash payment equal to the product of the number of Restricted Stock
      Units vesting on such vesting date and the Fair Market Value of one Share on
      such vesting date or (c) a combination of the foregoing.  Such payment
      of Shares and/or cash shall be made at the Company’s discretion under the terms
      of the Plan.

     

    Forfeiture

     

    Upon
      the
      date that you cease to be a Service Provider, for any reason, all unvested
      Restricted Stock Units shall be forfeited and revert to the Plan.

     

    Tax
      Obligations

     

    You
      agree
      that the Company (or the Parent or Subsidiary employing you) may deduct from
      any
      other compensation due to you by such party (including, without limitation,
      your
      salary, wages, bonuses, and/or commissions) in order to satisfy any Federal,
      state, local and foreign income and employment tax withholding requirements
      applicable to (a) this Award or (b) your receipt of Stock or cash in connection
      with any vested Restricted Stock Units awarded hereunder.


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    NO
      GUARANTEE OF CONTINUED SERVICE

     

    YOU
      ACKNOWLEDGE AND AGREE THAT THE VESTING OF RESTRICTED STOCK UNITS PURSUANT TO
      THE
      VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
      AT
      THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING AWARDED
      RESTRICTED STOCK UNITS, OR RECEIVING CASH OR SHARES HEREUNDER).  YOU
      FURTHER ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
      HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
      OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
      PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH YOUR RIGHT
      OR
      THE COMPANY'S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A SERVICE PROVIDER AT
      ANY
      TIME, WITH OR WITHOUT CAUSE.

     

    Entire
      Agreement; Governing Law

     

    The
      Plan
      is incorporated herein by reference.  The Plan and this Award
      Agreement con­sti­tute the entire agreement of the parties with respect
      to the subject matter hereof and supersede in their entirety all prior
      undertakings and agreements of you and the Company with respect to the subject
      matter hereof, and may not be modified adversely to the your interest except
      by
      means of a writing signed by you and the Company.  This agreement is
      governed by the internal substantive laws, but not the choice of law rules,
      of
      the state of California.

     

    By
      your
      signature and the signature of the Company's representative below, you and
      the
      Company agree that this Award is governed by the terms and conditions of the
      Plan and this Award Agreement.  You have reviewed the Plan and this
      Award Agreement in their entirety, have had an opportunity to obtain the advice
      of counsel prior to executing this Award Agreement, and fully understand all
      provisions of the Plan and Award Agreement.  You hereby agree to
      accept as binding, conclusive and final all decisions or interpretations of
      the
      Administrator upon any questions relating to the Plan and Award
      Agreement.  You further agree to notify the Company upon any change in
      the residence address indicated below.

     

    
      
        	
                SERVICE
                  PROVIDER:

              	 	
                TRIMBLE
                  NAVIGATION LIMITED:

              	 
	 	 	 	 
	
                 

              	 	
                 

              	 
	
                Signature

              	 	
                By

              	 
	 	 	 	 
	 	 	
                 

              	 
	
                Print
                  Name

              	 	
                Print
                  Name

              	 
	 	 	 	 
	 	 	 	 
	
                Residence
                  Address

              	 	
                Title

              	 


      

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002
      STOCK PLAN

     

    EXERCISE
      NOTICE

    
 

    Trimble
      Navigation Limited

    935
      Stewart Drive

    Sunnyvale,
      CA 94085

    


     

    Attention:  Stock
      Administrator

     

    1.  Exercise
      of Option.  Effective as of today, ________________, _____, the
      undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the
“Shares”) of the Common Stock of Trimble Navigation Limited (the “Company”)
      under and pursuant to the 2002 Stock Plan (the “Plan”) and the Stock Option
      Agreement dated, ______________ (the “Option Agreement”).  Subject to
      adjustment in accordance with Section 12 of the Plan, the purchase price
      for the Shares shall be $_____, as required by the Option
      Agreement.

     

    2.  Delivery
      of Payment.  Purchaser herewith delivers to the Company the full
      purchase price for the Shares together with any required withholding taxes
      to be
      paid in connection with the exercise of the Option.

     

    3.  Representations
      of Purchaser.  Purchaser acknowledges that Purchaser has received,
      read and understood the Plan and the Option Agreement and agrees to abide by
      and
      be bound by their terms and conditions.

     

    4.  Rights
      as Shareholder.  Until the issuance (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized transfer
      agent of the Company) of the Shares, no right to vote or receive dividends
      or
      any other rights as a shareholder shall exist with respect to the Optioned
      Stock, notwithstanding the exer­cise of the Option.  The Shares so
      acquired shall be issued to the Optionee as soon as practicable after exercise
      of the Option.  No adjustment will be made for a divi­dend or
      other right for which the record date is prior to the date of issuance, except
      as pro­vided in Sec­tion 12 of the Plan.

     

    5.  Tax
      Consultation.  Purchaser understands that Purchaser may suffer
      adverse tax consequences as a result of Purchaser's purchase or disposition
      of
      the Shares.  Purchaser represents that Purchaser has consulted with
      any tax consultants Purchaser deems advisable in connection with the purchase
      or
      dis­position of the Shares and that Purchaser is not relying on the Company
      for any tax advice.


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    6.  Entire
      Agreement; Governing Law.  The Plan and Option Agreement are
      incorporated herein by reference.  This Agreement, the Plan and the
      Option Agreement con­sti­tute the entire agreement of the parties with
      respect to the subject matter hereof and supersede in their entirety all prior
      undertakings and agreements of the Company and Purchaser with respect to the
      subject matter hereof, and may not be modified adversely to the Purchaser's
      interest except by means of a writing signed by the Company and
      Purchaser.  This agreement is governed by the internal substantive
      laws, but not the choice of law rules, of the state of California.

     

    
      	
              Submitted
                by:

            	 	
              Accepted
                by:

            	 
	 	 	 	 
	
              PURCHASER:

            	 	
              TRIMBLE
                NAVIGATION LIMITED

            	 
	 	 	 	 
	
               

            	 	
              ­­­­­

            	 
	
              Signature

            	 	
              By

            	 
	 	 	 	 
	
              ­

            	 	
               

            	 
	
              Print
                Name

            	 	
              Print
                Name

            	 
	 	 	 	 
	 	 	 	 
	
              Address:

            	 	
               

            	 
	
               

            	 	 Title	 
	 	 	 	 
	
               

            	 	 	 
	 	 	 	 
	 	 	
               

            	 
	 	 	
              Date
                Received

            	 


    

     

     

     -25-