Exhibit 10.1


    
      

    

    EXHIBIT
      10.1

    


    TRIMBLE
      NAVIGATION

    


    1988
      EMPLOYEE STOCK PURCHASE PLAN

    (as
      amended January 19, 2006)

    


    The
      following constitute the provisions of the Employee Stock Purchase Plan of
      Trimble Navigation.

    


    1.     Purpose.
      The
      purpose of the Plan is to provide employees of the Company and its Designated
      Subsidiaries with an opportunity to purchase Common Stock of the Company through
      accumulated payroll deductions. It is the intention of the Company to have
      the
      Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
      Internal Revenue Code of 1986, as amended. The provisions of the Plan shall,
      accordingly, be construed so as to extend and limit participation in a manner
      consistent with the requirements of that section of the Code.

    


    2.     Definitions.

    


    (a)   "Board"
      shall
      mean the Board of Directors of the Company.

    


    (b)   "Code"
      shall
      mean the Internal Revenue Code of 1986, as amended.

    


    (c)   "Common
      Stock"
      shall
      mean the Common Stock of the Company.

    


    (d)   "Company"
      shall
      mean Trimble Navigation.

    


    (e)   "Compensation"
      shall
      mean all regular straight time gross earnings, commissions, incentive bonuses,
      overtime, shift premium, lead pay and other similar compensation, but excluding
      automobile allowances, relocation and other non-cash compensation.
      Notwithstanding the foregoing, the Employee may elect to exclude bonuses from
      the calculation of compensation.

    


    (f)   "Continuous
      Status as an Employee"
      shall
      mean the absence of any interruption or termination of service as an Employee.
      Continuous Status as an Employee shall not be considered interrupted in the
      case
      of a leave of absence agreed to in writing by the Company, provided that such
      leave is for a period of not more than 90 days or reemployment upon the
      expiration of such leave is guaranteed by contract or statute.

    


    (g)   "Designated
      Subsidiaries"
      shall
      mean the Subsidi-aries which have been designated by the Board from time to
      time
      in its sole discretion as eligible to participate in the Plan.

    


    (h)   "Employee"
      shall
      mean any person, including an officer, whose customary employment with the
      Company is at least twenty (20) hours per week by the Company or one of its
      Designated Subsidiaries and more than five (5) months in any calendar
      year.

    


    (i)   "Enrollment
      Date"
      shall
      mean the first day of each Offering Period.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (j)   "Exercise
      Date"
      shall
      mean the last day of each Offering Period.

    


    (k)   "Offering
      Period"
      shall
      mean, except with respect to the first Offering Period as described herein,
      a
      period of six (6) months during which an option granted pursuant to the Plan
      may
      be exercised. The first Offering Period shall commence August 15, 1988, and
      end December 31, 1988.

    


    (l)   "Plan"
      shall
      mean this Employee Stock Purchase Plan.

    


    (m)        
      "Subsidiary"
      shall
      mean a corporation, domestic or foreign, of which not less than 50% of the
      voting shares are held by the Company or a Subsidiary, whether or not such
      corporation now exists or is hereafter organized or acquired by the Company
      or a
      Subsidiary.

    


    3.     Eligibility.

    


    (a)   Any
      Employee as defined in paragraph 2 who has been continuously employed by the
      Company for at least two (2) consecu-tive months and who shall be employed
      by the Company on a given Enrollment Date shall be eligible to participate
      in
      the Plan. However, notwithstanding the foregoing, for purposes of the first
      Offering Period only, any Employee defined in paragraph 2 who was employed
      by the Company as of August 9, 1988 shall be eligible to participate in the
      Plan.

    


    (b)   Any
      provisions of the Plan to the contrary notwith-standing, no Employee shall
      be
      granted an option under the Plan (i) if, immediately after the grant, such
      Employee (or any other person whose stock would be attributed to such Employee
      pursuant to Section 425(d) of the Code) would own stock and/or hold outstanding
      options to purchase stock possessing five percent (5%) or more of the total
      combined voting power or value of all classes of stock of the Company or of
      any
      subsidiary of the Company, or (ii) which permits his or her rights to purchase
      stock under all employee stock purchase plans of the Company and its
      subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
      ($25,000) worth of stock (determined at the fair market value of the shares
      at
      the time such option is granted) for each calendar year in which such option
      is
      outstanding at any time.

    


    4.     Offering
      Periods.
      The
      Plan shall be implemented by consecutive Offering Periods with a new Offering
      Period commencing on or about January 1 and July 1 of each year; provided,
      however, that the first Offering Period shall commence on or about
      August 15, 1988. The Plan shall continue thereafter until termi-nated in
      accordance with paragraph 19 hereof. Subject to the shareholder approval
      requirements of paragraph 19, the Board of Directors of the Company shall
      have the power to change the dura-tion of Offering Periods with respect to
      future offerings without shareholder approval if such change is announced at
      least fifteen (15) days prior to the scheduled beginning of the first Offering
      Period to be affected.

    


    5.     Participation.

    


    (a)   An
      eligible Employee may become a participant in the Plan by completing a
      subscription agreement authorizing payroll deductions in the form of
      Exhibit A to this Plan and filing it with the Company's payroll office at
      least five (5) business days prior to the applicable Enrollment Date,
      unless a later time for filing the subscription agreement is set by the Board
      for all eligible Employees with respect to a given Offering
      Period.


    
      
        
        

      

      
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    (b)   Payroll
      deductions for a participant shall commence on the first payroll following
      the
      Enrollment Date and shall end on the last payroll in the Offering Period to
      which such authorization is applicable, unless sooner terminated by the
      participant as provided in paragraph 10.

    


    6.     Payroll
      Deductions.
      

    


    (a)   At
      the
      time a participant files his or her subscrip-tion agreement, he or she shall
      elect to have payroll deductions made on each payday during the Offering Period
      in an amount not exceeding ten percent (10%) of the Compensation which he
      receives on each payday during the Offering Period, and the aggregate of such
      payroll deductions during the Offering Period shall not exceed ten percent
      (10%)
      of the participant's aggregate Compensation during said Offering Period.


    


    (b)   All
      payroll deductions made for a participant shall be credited to his or her
      account under the Plan. A participant may not make any additional payments
      into
      such account.

    


    (c)   A
      participant may discontinue his or her participa-tion in the Plan as provided
      in
      paragraph 10, or may decrease, but not increase, the rate of his or her payroll
      deductions during the Offering Period (within the limitations of
      Section 6(a)) by com-pleting or filing with the Company a new subscription
      agreement authorizing a change in payroll deduction rate. The change in rate
      shall be effective with the first full payroll period following five (5)
      business days after the Company's receipt of the new subscription agreement.
      A
      participant's subscription agreement shall remain in effect for successive
      Offering Periods unless revised as provided herein or terminated as provided
      in
      paragraph 10.

    


    (d)   Notwithstanding
      the foregoing, to the extent neces-sary to comply with Section 423(b)(8) of
      the
      Code and para-graph 3(b) herein, a participant's payroll deductions may be
      decreased to 0% at such time during any Offering Period which is scheduled
      to
      end during the current calendar year (the "Current Offering Period") that the
      aggregate of all payroll deductions which were previously used to purchase
      stock
      under the Plan in a prior Offering Period which ended during that calendar
      year
      plus all payroll deductions accumulated with respect to the Current Offering
      Period equal $21,250. Payroll deductions shall recommence at the rate provided
      in such participant's subscription agreement at the beginning of the first
      Offering Period which is scheduled to end in the following calendar year, unless
      terminated by the participant as provided in paragraph 10.

    


    7.     Grant
      of Option.

    


    (a)   On
      the
      Enrollment Date of each Offering Period, each eligible Employee participating
      in
      such Offering Period shall be granted an option to purchase on each Exercise
      Date during such Offering Period up to a number of shares of the Company's
      Common Stock determined by dividing such Employee's payroll deductions
      accumulated prior to such Exercise Date and retained in the Partic-ipant's
      account as of the Exercise Date by the lower of (i) eighty-five percent
      (85%) of the fair market value of a share of the Company's Common Stock on
      the
      Enrollment Date or (ii) eighty-five percent (85%) of the fair market value
      of a share of the Company's Common Stock on the Exercise Date; provided that
      in
      no event shall an Employee be permitted to purchase during each Offering Period
      more than a number of shares determined by dividing $12,500 by the fair market
      value of a share of the Company's Common Stock on the Enrollment Date, and
      provided further that such purchase shall be subject to the limitations set
      forth in Section 3(b) and 12 hereof. Exercise of the option shall occur as
      provided in Section 8, unless the participant has withdrawn pursuant to
      Section 10, and shall expire on the last day of the Offering Period. Fair
      market value of a share of the Company's Common Stock shall be determined as
      provided in Section 7(b) herein.


    
      
        
        

      

      
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    (b)   The
      option price per share of the shares offered in a given Offering Period shall
      be
      the lower of: (i) 85% of the fair market value of a share of the Common
      Stock of the Company on the Enrollment Date; or (ii) 85% of the fair market
      value of a share of the Common Stock of the Company on the Exercise Date. The
      fair market value of the Company's Common Stock on a given date shall be
      determined by the Board in its discretion; provided, however, that where there
      is a public market for the Common Stock, the fair market value per share shall
      be the closing price of the Common Stock for such date, as reported by the
      NASDAQ National Market System, or, in the event the Common Stock is listed
      on a
      stock exchange, the fair market value per share shall be the closing price
      on
      such exchange on such date, as reported in the Wall Street Journal.

    


    8.    
Exercise
      of Option.
      Unless
      a participant withdraws from the Plan as provided in paragraph 10 below,
      his or her option for the purchase of shares will be exercised automatically
      on
      the Exercise Date, and the maximum number of full shares subject to option
      shall
      be purchased for such participant at the applicable option price with the
      accumulated payroll deductions in his or her account. No fractional shares
      will
      be purchased and any payroll deductions accumulated in a participant's account
      which are not used to purchase shares shall remain in the participant's account
      for the subsequent Offering Period, subject to an earlier with-drawal as
      provided in paragraph 10. During a participant's life-time, a participant's
      option to purchase shares hereunder is exercisable only by him or
      her.

    


    9.                
      Delivery.
      Unless
      a participant makes an election to delay the issuance of Certificate
      representing purchased shares, as promptly as practicable after each Exercise
      Date on which a pur-chase of shares occurs, the Company shall arrange the
      delivery to each participant, as appropriate, of a certificate representing
      the
      shares purchased upon exercise of his or her option. A partic-ipant may make
      an
      election to delay the issuance of stock certifi-cates representing shares
      purchased under the Plan by giving written notice to the Company the form of
      Exhibit D to this Plan. Any such election shall remain in effect until it
      is revoked by the participant or, if earlier, upon the termination of the
      partic-ipant's Continuous Status as an Employee. The Company may limit the
      time
      or times during which participants may revoke such elec-tions, except that
      a
      participant shall automatically receive a certificate as soon as practicable
      following termination of his or her Continuous Status as an Employee and that
      participants shall be given the opportunity to revoke such elections at least
      once each calendar year.


    
      
        
        

      

      
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    10.              
      Withdrawal;
      Termination of Employment.

    


    (a)   A
      participant may withdraw all but not less than all the payroll deductions
      credited to his or her account and not yet used to exercise his or her option
      under the Plan at any time by giving written notice to the Company in the form
      of Exhibit B to this Plan. All of the participant's payroll deductions
      credited to his or her account will be paid to such participant promptly after
      receipt of notice of withdrawal and such participant's option for the Offering
      Period will be automatically terminated, and no further payroll deductions
      for
      the purchase of shares will be made during the Offering Period. If a participant
      withdraws from an Offering Period, payroll deductions will not resume at the
      begin-ning of the succeeding Offering Period unless the participant delivers
      to
      the Company a new subscription agreement.

    


    (b)   Upon
      termination of the participant's Continuous Status as an Employee prior to
      the
      Exercise Date for any reason, including retirement or death, the payroll
      deductions credited to such participant's account during the Offering Period
      but
      not yet used to exercise the option will be returned to such participant or,
      in
      the case of his or her death, to the person or persons entitled thereto under
      paragraph 14, and such participant's option will be automatically
      terminated.

    


    (c)   In
      the
      event an Employee fails to remain in Contin-uous Status as an Employee of the
      Company for at least twenty (20) hours per week during an Offering Period in
      which the Employee is a participant, he or she will be deemed to have elected
      to
      withdraw from the Plan and the payroll deductions credited to his or her account
      will be returned to such participant and such participant's option
      terminated.

    


    (d)   A
      participant's withdrawal from an Offering Period will not have any effect upon
      his or her eligibility to participate in any similar plan which may hereafter
      be
      adopted by the Company or in succeeding Offering Periods which commence after
      the termination of the Offering Period from which the participant
      withdraws.

    


    11.   Interest.
      No
      interest shall accrue on the payroll deductions of a participant in the
      Plan.

    


    12.   Stock.

    


    (a)   The
      maximum number of shares of the Company's Common Stock which shall be made
      available for sale under the Plan shall be 5,775,000 shares, subject to
      adjustment upon changes in capitali-zation of the Company as provided in
      paragraph 18. If on a given Exercise Date the number of shares with respect
      to which options are to be exercised exceeds the number of shares then available
      under the Plan, the Company shall make a pro rata allocation of the shares
      remaining available for purchase in as uniform a manner as shall be practicable
      and as it shall determine to be equitable.

    


    (b)   The
      participant will have no interest or voting right in shares covered by his
      option until such option has been exercised.

    


    (c)   Shares
      to
      be delivered to a participant under the Plan will be registered in the name
      of
      the participant or in the name of the participant and his or her
      spouse.

    


    13.   Administration.
      The
      Plan shall be administered by the Board of the Company or a committee of members
      of the Board appointed by the Board. The administration, interpretation or
      application of the Plan by the Board or its committee shall be final, conclusive
      and binding upon all participants. Members of the Board who are eligible
      Employees are permitted to participate in the Plan.


    
      
        
        

      

      
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    14.   Designation
      of Beneficiary.

    


    (a)   A
      participant may file a written designation of a beneficiary who is to receive
      any shares and cash, if any, from the participant's account under the Plan
      in
      the event of such partici-pant's death subsequent to an Exercise Date on which
      the option is exercised but prior to delivery to such participant of such shares
      and cash. In addition, a participant may file a written designa-tion of a
      beneficiary who is to receive any cash from the partici-pant's account under
      the
      Plan in the event of such participant's death prior to exercise of the
      option.

    


    (b)   Such
      designation of beneficiary may be changed by the participant at any time by
      written notice. In the event of the death of a participant and in the absence
      of
      a beneficiary validly designated under the Plan who is living at the time of
      such partic-ipant's death, the Company shall deliver such shares and/or cash
      to
      the executor or administrator of the estate of the participant, or if no such
      executor or administrator has been appointed (to the knowledge of the Company),
      the Company, in its discretion, may deliver such shares and/or cash to the
      spouse or to any one or more dependents or relatives of the participant, or
      if
      no spouse, dependent or relative is known to the Company, then to such other
      person as the Company may designate.

    


    15.   Transferability.
      Neither
      payroll deductions credited to a participant's account nor any rights with
      regard to the exercise of an option or to receive shares under the Plan may
      be
      assigned, transferred, pledged or otherwise disposed of in any way (other than
      by will, the laws of descent and distribution or as provided in paragraph 14
      hereof) by the participant. Any such attempt at assignment, transfer, pledge
      or
      other disposition shall be without effect, except that the Company may treat
      such act as an election to withdraw funds from an Offering Period in accordance
      with paragraph 10.

    


    16.   Use
      of
      Funds.
      All
      payroll deductions received or held by the Company under the Plan may be used
      by
      the Company for any corporate purpose, and the Company shall not be obligated
      to
      segregate such payroll deductions.

    


    17.   Reports.
      Individual accounts will be maintained for each participant in the Plan.
      Statements of account will be given to participating Employees semi-annually
      promptly following the Exercise Date, which statements will set forth the
      amounts of payroll deductions, the per share purchase price, the number of
      shares purchased and the remaining cash balance, if any.

    


    18.   Adjustments Upon Changes in Capitalization.
      Subject
      to any required action by the shareholders of the Company, the number of shares
      of Common Stock covered by each option under the Plan which has not yet been
      exercised and the number of shares of Common Stock which have been authorized
      for issuance under the Plan but have not yet been placed under option
      (collectively, the "Reserves"), as well as the price per share of Common Stock
      covered by each option under the Plan which has not yet been exercised, shall
      be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Common Stock resulting from a stock split, reverse stock split, stock
      dividend, combination or reclas-sification of the Common Stock, or any other
      increase or decrease in the number of shares of Common Stock effected without
      receipt of consideration by the Company; provided, however, that conversion
      of
      any convertible securities of the Company shall not be deemed to have been
      "effected without receipt of consideration". Such adjustment shall be made
      by
      the Board, whose determination in that respect shall be final, binding and
      conclusive. Except as expressly provided herein, no issue by the Company of
      shares of stock of any class, or securities convertible into shares of stock
      of
      any class, shall affect, and no adjustment by reason thereof shall be made
      with
      respect to, the number or price of shares of Common Stock subject to an
      option.


    
      
        
        

      

      
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    In
      the
      event of the proposed dissolution or liquidation of the Company, the Offering
      Period will terminate immediately prior to the consummation of such proposed
      action, unless otherwise provided by the Board. In the event of a proposed
      sale
      of all or substan-tially all of the assets of the Company, or the merger of
      the
      Com-pany with or into another corporation, any Purchase Periods then in progress
      shall be shortened by setting a new Exercise Date (the "New Exercise Date")
      and
      any Offering Periods then in progress shall end on the New Exercise Date. The
      New Exercise Date shall be before the date of the Company's proposed sale or
      merger. The Board shall notify each participant in writing, at least ten (10)
      business days prior to the New Exercise Date, that the Exercise Date for the
      participant's option has been changed to the New Exercise Date and that the
      participant's option shall be exercised automatically on the New Exercise Date,
      unless prior to such date the participant has with-drawn from the Offering
      Period as provided in Section 10 hereof.

    


    19.   Amendment
      or Termination.
      The
      Board of Directors of the Company may at any time and for any reason terminate
      or amend the Plan. Except as provided in paragraph 18, no such termination
      can affect options previously granted, provided that an Offering Period may
      be
      terminated by the Board of Directors on any Exercise Date if the Board
      determines that the termination of the Plan is in the best interests of the
      Company and its shareholders. Except as provided in paragraph 18, no
      amendment may make any change in any option theretofore granted which adversely
      affects the rights of any participant. In addition, to the extent necessary
      to
      comply with Section 423 of the Code (or any successor rule or provision or
      any other applicable law or regula-tion), the Company shall obtain shareholder
      approval in such a manner and to such a degree as so required.

    


    20.   Notices.
      All
      notices or other communications by a participant to the Company under or in
      connection with the Plan shall be deemed to have been duly given when received
      in the form specified by the Company at the location, or by the person,
      designated by the Company for the receipt thereof.

    


    21.   Shareholder
      Approval.
      Continuance of the Plan shall be subject to approval by the shareholders of
      the
      Company within twelve months before or after the date the Plan is adopted.
      Such
      shareholder approval shall be obtained in the manner and degree required under
      the applicable state and federal tax and securities laws.

    


    22.   Conditions Upon Issuance of Shares.
      Shares
      shall not be issued with respect to an option unless the exercise of such option
      and the issuance and delivery of such shares pursuant thereto shall comply
      with
      all applicable provisions of law, domestic or foreign, including, without
      limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
      and regulations promulgated thereunder, and the requirements of any stock
      exchange upon which the shares may then be listed, and shall be further subject
      to the approval of counsel for the Company with respect to such
      compliance.


    
      
        
        

      

      
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    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 by any of the aforementioned
      applicable provisions of law.

    


    23.        
      Term
      of Plan.
      The
      Plan shall become effective upon the earlier to occur of its adoption by the
      Board of Directors or its approval by the shareholders of the Company as
      described in para-graph 21. It shall continue in effect for a term of
      twenty (20) years unless sooner terminated under
      paragraph 19.


    
      
        
        

      

      
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    EXHIBIT
      A

    


    TRIMBLE
      NAVIGATION

     

     

    EMPLOYEE
      STOCK PURCHASE PLAN

    SUBSCRIPTION
      AGREEMENT

    


    


    


    Location___________________________

     

    
      
        
          	 	                       
                  	
                  Original
                    Application

                	 	
                  Enrollment
                    Date:

                	
                                                      

                
	 	                       	
                  Change
                    in Payroll Deduction Rate

                	 	 	 
	 	                       	
                  Change
                    of Beneficiary(ies)

                	 	 	 


        

      

    

    


    1.                                          hereby
      elects to participate in the Trimble Navigation Employee Stock Purchase Plan
      (the "Stock Purchase Plan") and subscribes to purchase shares of the Company's
      Common Stock in accordance with this Subscription Agreement and the Stock
      Purchase Plan.

    


    2.    I
      hereby
      authorize payroll deductions from each paycheck in the amount of ____% of my
      Compensation on each payday (not to exceed 10%) during the Offering Period
      in
      accordance with the Stock Purchase Plan.

    


                                             Include
      bonuses as part of Compensation subject to payroll deduction.

                                             Exclude
      bonuses from Compensation subject to payroll deduction.

    


    3.    I
      understand that said payroll deductions shall be accumulated for the purchase
      of
      shares of Common Stock at the applicable purchase price determined in accordance
      with the Stock Pur-chase Plan. I understand that if I do not withdraw from
      an
      Offering Period, any accumulated payroll deductions will be used to
      automatically exercise my option.

    


    4.    I
      have
      received a copy of the complete "Trimble Navigation Employee Stock Purchase
      Plan." I understand that my partici-pation in the Stock Purchase Plan is in
      all
      respects subject to the terms of the Plan. I understand that the grant of the
      option by the Company under this Subscription Agreement is subject to obtaining
      shareholder approval of the Stock Purchase Plan.

    


    5.    Shares
      purchased for me under the Stock Purchase Plan should be issued in the name(s)
      of:                                                                           
.

    


    6.    I
      understand that if I dispose of any shares received by me pursuant to the Plan
      within 2 years after the Enrollment Date (the first day of the Offering Period
      during which I purchased such shares), I will be treated for federal income
      tax
      pur-poses as having received ordinary income at the time of such disposition
      in
      an amount equal to the excess of the fair market value of the shares at the
      time
      such shares were delivered to me over the price which I paid for the shares.
      I
      hereby agree to notify the Company in writing within 30 days after the date
      of
      any such disposition.
      However, if I dispose of such shares at any time after the expiration of the
      2-year holding period, I understand that I will be treated for federal income
      tax purposes as having received income only at the time of such disposition,
      and
      that such income will be taxed as ordinary income only to the extent of an
      amount equal to the lesser of (1) the excess of the fair market value of the
      shares at the time of such disposition over the purchase price which I paid
      for
      the shares under the option, or (2) the excess of the fair market value of
      the
      shares over the option price, measured as if the option had been exercised
      on
      the Enrollment Date. The remainder of the gain, if any, recognized on such
      disposition will be taxed as capital gain.


    
      
        
        

      

      
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    7.    I
      hereby
      agree to be bound by the terms of the Stock Purchase Plan. The effectiveness
      of
      this Subscription Agreement is dependent upon my eligibility to participate
      in
      the Stock Purchase Plan.

    


    8.    In
      the
      event of my death, I hereby designate the following as my beneficiary(ies)
      to
      receive all payments and shares due me under the Stock Purchase
      Plan:

     

     

    
      	
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                (First)

              	 	
                (Middle)

              	 	
                (Last)

              	 


      

    

    


    
      	
               

            	 	
              
                 

              

            
	 	 	
            
	
              Relationship

            	 	
              
                
                   

                

              

            
	 	 	
            
	 	 	
              (Address)

            
	 	 	 
	
              Employee's
                Social Security Number

            	 	
              
                
                   

                

              

            
	 	 	
            
	 	 	 
	 	 	 

	
              Employee's
                Address

            	 	
              
                
                   

                

              

            
	 	 	 

	 	 	
              
                
                   

                

              

            
	 	 	
              
                
                   

                

              

            
	 	 	
              
                
                   

                

              

            


    

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

    


    9.    Data
      Privacy
      Consent. As a condition of the grant of the option, the Optionee consents to
      the
      collection, use and transfer of personal data as described in this paragraph.
      The Optionee understands that the Corporation and its Subsidiaries hold certain
      personal information about the Optionee, including the Optionee's name, home
      address and telephone number, date of birth, date of hire, social security
      number or identification number, salary, nationality, job title, grade level,
      job code, ranking, any shares of Stock or directorships held in the Corporation,
      details of all options or any other entitlement to shares of Stock awarded,
      canceled, exercised, vested, unvested or outstanding in the Optionee's favor,
      for the purpose of managing and administering the Plan ("Data"). The Optionee
      further understands that the Corporation and/or its Subsidiaries will transfer
      Data amongst themselves as necessary for the purpose of implementation,
      administration and management of the Optionee's participation in the Plan,
      and
      that the Corporation and/or any of its Subsidiaries any each further transfer
      Data to any third parties assisting Trimble Navigation Limited in the
      implementation, administration and management of the Plan. The Optionee
      understands that these recipients may be located in the European Economic Area,
      or elsewhere, such as the United States or Canada. The Optionee authorizes
      them
      to receive, possess, use, retain and transfer the Data, in electronic or other
      form, for the purposes of implementing, administering and managing the
      Optionee's participation in the Plan, including any requisite transfer to a
      broker or other third party with whom the Optionee may elect to deposit any
      shares of Stock acquired upon exercise of the option such Data as may be
      required for the administration of the Plan and/or the subsequent holding of
      shares of Stock on his or her behalf. The Optionee understands that he or she
      may, at any time, view Data, require any necessary amendments to it or withdraw
      the consents herein in writing by contacting his or her local Human Resources
      representative. Withdrawal of consent may, however, affect Optionee's ability
      to
      exercise or realize benefits from the option during the current offering
      period.

    


      10.    I
      UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
      SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

    
 

    
      
        	
                Dated: 
                  

              	 	 	 
	 	 	 	
                Signature
                  of Employee

              


      

    

     

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    TRIMBLE
      NAVIGATION

    


    


    EMPLOYEE
      STOCK PURCHASE PLAN

    


    NOTICE
      OF
      WITHDRAWAL

    


    
 

    The
      undersigned participant in the Offering Period of the Trimble Navigation
      Employee Stock Purchase Plan which began on ____________, ________ (the
      "Enrollment Date") hereby notifies the Company that he or she hereby withdraws
      from the Offering Period. He or she hereby directs the Company to pay to the
      undersigned as promptly as possible all the payroll deductions credited to
      his
      or her account with respect to such Offering Period. The undersigned understands
      and agrees that his or her option for such Offering Period will be automatically
      terminated. The undersigned under-stands further that no further payroll
      deductions will be made for the purchase of shares in the current Offering
      Period and the undersigned shall be eligible to participate in succeeding
      Offering Periods only by delivering to the Company a new Subscription
      Agreement.

     

    
      
        	 	
                Name
                  and Address of Participant

              
	 	 
	 	 	 
	 	 
	 	 	 
	 	 
	 	 	 
	 	
                Signature

              	 
	 	
                 

              
	 	 	 
	 	
                Date:

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT C

    


    TRIMBLE
      NAVIGATION

    


    


    EMPLOYEE
      STOCK PURCHASE PLAN

    


    NOTICE
      TO
      RESUME PAYROLL DEDUCTIONS

    


     

    The
      undersigned participant in the Offering Period of the Trimble Navigation
      Employee Stock Purchase Plan which began on ______________, _______ hereby
      notifies the Company to resume payroll deductions for his or her account at
      the
      beginning of the next Exercise Period within such Offering Period in accordance
      with the terms of the Subscription Agreement executed by the undersigned at
      the
      beginning of the Offering Period. The undersigned understands that he or she
      may
      change the payroll deduction rate or the benefi-ciaries named in such
      Subscription Agreement by submitting a revised Subscription
      Agreement.

     

    
      
        
          	 	
                  Name
                    and Address of Participant

                
	 	 
	 	 	 
	 	 
	 	 	 
	 	 
	 	 	 
	 	
                  Signature

                	 
	 	
                   

                
	 	 	 
	 	
                  Date:

                	 


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      D

    


    TRIMBLE
      NAVIGATION

     

     

    EMPLOYEE
      STOCK PURCHASE PLAN

    


    ELECTION/REVOCATION
      OF ELECTION

    DELAY
      ISSUANCE OF CERTIFICATE

     

     

    The
      undersigned participant in the 1988 Trimble Navigation Employee Stock Purchase
      Plan (the "Stock Purchase Plan"), hereby elects to allow Trimble Navigation
      (the
      "Company") or its agent to delay issuance of a certificate representing shares
      purchased under the Plan in accordance with the provisions of the Stock Purchase
      Plan. This election shall continue in effect until the termination of the
      undersigned's Continuous Status as an Employee or until revoked pursuant to
      such
      Stock Purchase Plan. This election shall not otherwise affect the participant's
      rights as a shareholder of the Company.

    


    -OR-

    


    ____________________
      hereby revokes his or her prior election to allow the Company to delay issuance
      of a certificate pursuant to the terms of the Stock Purchase Plan. The Company
      shall deliver to participant as promptly as practicable a certificate
      representing all shares purchased thereby.

    


     

      
        
          	 	
                  Name
                    and Address of Participant

                
	 	 
	 	 	 
	 	 
	 	 	 
	 	 
	 	 	 
	 	
                  Signature

                	 
	 	
                   

                
	 	 	 
	 	
                  Date: