ex10_14.htm


    
      

    

    
      Exhibit 10.14

       

      December
19, 2008

      


      


      Mr.
Steven W. Berglund

      


      
        	
                Subject:

              	
                Internal
      Revenue Code Section 409A Amendments
to

              


      

      
        	
                 
      

              	
                Employment
      Letter Agreement

              


      

      


      Dear
Steve:

      


      This letter serves to amend your
employment letter agreement dated March 17, 1999 (the “Employment Agreement”) to
address certain recent changes in tax laws.

      


      The following sentence will be added to
the end of the paragraph preceding the penultimate paragraph in your Employment
Agreement:

      


      “Any
severance payable pursuant to this paragraph shall be paid in cash in a lump sum
within five business days following the date of your termination of employment;
provided, however, that no amount payable pursuant to this paragraph that is
non-qualified deferred compensation subject to Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), as determined in the sole
discretion of Trimble Navigation Limited (the “Company”), shall be paid unless
you experience a “separation from service,” within the meaning of Code Section
409A, and any such severance payment shall instead be paid, with interest on any
delayed payment at the applicable federal rate provided for in Section
7872(f)(2)(A) of the Code, to you on the first business day that is after the
earlier of (i) the date that is six months following the date of the your
separation from service or (ii) the date of your death (the “Delayed Payment
Date”), if you are a “specified employee,” within the meaning of Code Section
409A (as determined in accordance with the methodology established by the
Company as in effect on the date of your employment termination), and such
delayed payment is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2), or any successor provision
thereto.”

      


      Except as otherwise provided in this
amendment, the terms of your Employment Agreement  will remain as
originally provided in the Employment Agreement.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      If you agree and consent to the terms
set forth in this amendment to your Employment Agreement, please sign
below.

      


      


      
        
          
            
              
                	 
      	
                        TRIMBLE
      NAVIGATION LIMITED

                      
	 
      	 
      
	 
      	 
      
	 
      	/s/
      	
                        James A. Kirkland

                      
	 
      	
                        James
      A. Kirkland

                      
	 
      	
                        Vice
      President and General
Counsel

                      


              

            

          

        

      

       

      
        


        
          
            	
                    /s/ Steven W. Berglund

                  	 
      
	
                    Steven
      W. Berglund