Exhibit 10.2


    
      

    

    EXHIBIT
      10.2

    


    TRIMBLE
      NAVIGATION LIMITED

    


    2002
      STOCK PLAN

    (as
      amended and restated January 19, 2006)

    


    


    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 or of a right to receive Shares 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 estab-lished 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)   "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.

    


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

    


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

    


    (ff)   "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
      6,000,000 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 10% 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, 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.

    


    (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.
      


    
      
        
        

      

      
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    (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 discre-tion:

    


    (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 to be covered by each Award
      or
      Option granted hereunder;

    


    (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;

    


    (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.


    
      
        
        

      

      
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    (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 300,000 Shares.

    


    (ii)   In
      connection with his or her initial service, a Service Provider may be granted
      Options and Awards covering an additional 450,000 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
      Section13), the cancelled Option or Award will be counted against the limits
      set
      forth in subsections (i) and (ii) above. 

    


    7.   Stock
      Awards.
      Awards
      may be granted either alone or in addition to Options granted under the Plan.
      Upon each vesting date, 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. Unless otherwise provided in the Award Agreement, Awardees
      will
      have full voting rights and be entitled to regular cash dividends with respect
      to the Shares subject to their Awards. An Award Agreement may provide that
      certain restrictions will apply to any such dividends.


    
      
        
        

      

      
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    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 Award or Option 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.

    


    (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 con-ditions 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:


    
      
        
        

      

      
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    (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 implemented by the
      Company in connection with the Plan;

    


    (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; Vesting of Awards.

    


    (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 or the vesting date of an Award. 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.


    
      
        
        

      

      
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    (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 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.

    


    (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, suchAward or Option shall contain such
      additional terms and conditions as the Administrator deems
      appropriate.


    
      
        
        

      

      
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    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 subject to an Award will be forfeited immediately prior to the
      consummation of such proposed action.

    


    (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 accelerate the vesting of the 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.


    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

    


    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 subject to the
      Award or Optioned Stock subject to the Option 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, 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 Optionsgranted 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:

    


    (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 7,500 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.


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

    


    (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. 

    


    (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.
      

    


    (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 puposes 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.


    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

    


    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
      con-sti-tute 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.

     

    
      
        
        

      

      
        -
          19
          -

        
          

        

      

      
        
        

      

    

     

    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.

    


    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
      con-sti-tute 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.

    


    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.

     

    
      
        
        

      

      
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              OPTIONEE:

            	 	
              TRIMBLE
                NAVIGATION LIMITED

            
	 	 	 
	
               
                

            	 	  

	
              Signature

            	 	
              By

            
	 	 	 
	  
	 	
               
                

            
	
              Print
                Name

            	 	
              Print
                Name

            
	 	 	 
	  
	 	  

	
              Residence
                Address 

            	 	
              Title

            
	 	 	 
	
               
                

            	 	 


    

     

    
      
        
        

      

      
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    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 exer-cise 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 divi-dend or
      other right for which the record date is prior to the date of issuance, except
      as pro-vided in Sec-tion 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 dis-position of the Shares and
      that
      Purchaser is not relying on the Company for any tax advice.


    
      
        
        

      

      
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    6.   Entire
      Agreement; Governing Law.
      The
      Plan and Option Agreement are incorporated herein by reference. This Agreement,
      the Plan and the Option Agreement con-sti-tute 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

            


    

     

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