ex10_9.htm


    
      

    

    Exhibit
10.9

      


       

      TRIMBLE
NAVIGATION LIMITED

       

      2002
STOCK PLAN

      (as
amended December 31, 2008)

      


       

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

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

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

              


      

       

      
        	
                 
      

              	
                ·

              	
                to
      promote the success of the Company's
business.

              


      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      4.    Administration of the
Plan.

       

      (a)    Procedure.

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (vii)    to
modify or amend each Award or Option (subject to Section 15(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan; provided, however, that the Administrator shall not reduce the exercise
price of Options or cancel any outstanding Option and replace it with a new
Option with a lower exercise price, where the economic effect would be the same
as reducing the exercise price of the cancelled Option, without the approval of
the Company’s shareholders; provided further, however, that the Administrator
shall not have the discretionary authority to accelerate or delay issuance of
Shares under an Option or Award that constitutes a deferral of compensation
within the meaning of Section 409A of the Code, except to the extent that such
acceleration or delay may, in the discretion of the Administrator, be effected
in a manner that will not cause any person to incur taxes, interest or penalties
under Section 409A of the Code;


      
        
          2002
Stock Plan 12/31/08

           


        

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

       

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

       

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

       

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

       

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

       

      6.    Limitations.

       

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

       

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

       

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

       

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

       

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


      
        
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Stock Plan 12/31/08

           


        

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

       

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

       

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

       

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

       

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

       

      10.    Option Exercise Price and
Consideration.

       

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

       

      (i)     
 In the case of an Incentive Stock Option

       

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


      
        
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Stock Plan 12/31/08

           


        

        
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      (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 con­ditions that must be satisfied before the Option may be
exercised.

       

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

       

      (i)     
 cash;

       

      (ii)     
check;

       

      (iii)    
 promissory note;

       

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

       

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

       

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

       

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

       

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


      
        
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Stock Plan 12/31/08

           


        

        
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      11.    Exercise of Option;
Termination as Service Provider.

       

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

       

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

       

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

       

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

       

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


      
        
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Stock Plan 12/31/08

           


        

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

       

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

       

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

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -10-

          
            

          

        

        
           


        

      

       

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

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -11-

          
            

          

        

        
           


        

      

       

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

       

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

       

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

       

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

       

      16.    Amendment and Termination of
the Plan.

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -12-

          
            

          

        

        
           


        

      

       

      (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 purposes of such compliance.  The
Plan, and all Options and Awards granted thereunder, are intended to be exempt
from, or to comply with the requirements of, Section 409A of the Code, and the
Administrator may amend the Plan, or Awards and Options granted thereunder, or
adopt policies and procedures (including amendments, policies and procedures
with retroactive effect) or take any other actions, that the Administrator deems
are necessary or appropriate for purposes of such compliance, in each case,
without the consent of the Awardee or Optionee, notwithstanding the provisions
of Section 16(c) hereof; provided, however, that the Company makes no
representations that Awards or Options granted under the Plan shall be exempt
from or comply with Section 409A of the Code and makes no undertaking to
preclude Section 409A of the Code from applying to the compensation payable
under this Agreement.

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -13-

          
            

          

        

        
           


        

      

       

      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.


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -14-

          
            

          

        

        
           


        

      

       

      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.

       

      
        
          2002
Stock Plan 12/31/08

           


        

        
          -15-

          
            

          

        

        
           


        

      

       

      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.


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -16-

          
            

          

        

        
           


        

      

       

      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.


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -17-

          
            

          

        

        
           


        

      

       

      G.       
    Entire Agreement; Governing
Law.

       

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

       

      
        	
                 
      

              	
                H.

              	
                NO GUARANTEE OF
      CONTINUED SERVICE.

              


      

       

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

       

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

       

      


      
        
          
            
              
                
                  
                    
                      	
                              OPTIONEE:

                            	 
      	
                              TRIMBLE
      NAVIGATION LIMITED

                            
	 
      	 
      	 
      
	
                               

                            	 
      	
                               

                            
	
                              Signature

                            	 
      	
                              By

                            
	 	 
      	
                               

                            
	
                              Print
      Name

                            	 
      	
                              Print
      Name

                            
	
                               

                            	 
      	
                               

                            
	
                              Residence
      Address

                            	 
      	
                              Title

                            


                    

                  

                

              

            

          

        

      


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -18-

          
            

          

        

        
           


        

      

       

      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.

       

      
        
          2002
Stock Plan 12/31/08

           


        

        
          -19-

          
            

          

        

        
           


        

      

       

      Termination
Period:

       

       

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

       

       

      
        	
                II.

              	
                AGREEMENT

              


      

       

      
        	
                 
      

              	
                A.

              	
                Grant of
      Option.

              


      

       

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

       

      
        	
                 
      

              	
                B.

              	
                Exercise of
      Option.

              


      

       

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

       

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

       

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

       

      
        	
                 
      

              	
                C.

              	
                Method of
      Payment.

              


      

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -20-

          
            

          

        

        
           


        

      

       

      1.    cash;
or

       

      2.    check;
or

       

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

       

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

       

      
        	
                 
      

              	
                D.

              	
                Non-Transferability of
      Option.

              


      

       

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

       

      
        	
                 
      

              	
                E.

              	
                Term of
      Option.

              


      

       

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

       

      
        	
                 
      

              	
                F.

              	
                Tax
      Obligations.

              


      

       

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

       

      
        	
                 
      

              	
                G.

              	
                Entire Agreement;
      Governing Law.

              


      

       

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

       

      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.


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -21-

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                OPTIONEE:

                              	 
      	
                                TRIMBLE
      NAVIGATION LIMITED

                              
	 
      	 
      	 
      
	
                                 

                              	 
      	 
      
	
                                Signature

                              	 
      	
                                By

                              
	 
      	 
      	 
      
	
                                 

                              	 
      	
                                 

                              
	
                                Print
      Name

                              	 
      	
                                Print
      Name

                              
	 
      	 
      	 
      
	
                                 

                              	 
      	 
	
                                Residence
      Address

                              	 
      	
                                Title

                              
	 
      	 
      	 
      
	
                                 

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -22-

          
            

          

        

        
           


        

      

       

      EXHIBIT
A

       

      TRIMBLE
NAVIGATION LIMITED

       

      2002
STOCK PLAN

       

      EXERCISE
NOTICE

       

      


       

      Trimble
Navigation Limited

      935
Stewart Drive

      Sunnyvale,
CA 94085

      


       

      Attention:  Stock
Administrator

       

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

       

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

       

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

       

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

       

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


      
        
          2002
Stock Plan 12/31/08

           


        

        
          -23-

          
            

          

        

        
           


        

      

       

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

       

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Submitted
      by:

                                        	 
      	
                                          Accepted
      by:

                                        
	 	 	 
	
                                          PURCHASER:

                                        	 
      	
                                          TRIMBLE
      NAVIGATION LIMITED

                                        
	 	 	 
	
                                           

                                        	 
      	
                                           

                                        
	
                                          Signature

                                        	 
      	
                                          By

                                        
	 
      	 
      	 
      
	
                                          ­
      

                                        	 
      	
                                           

                                        
	
                                          Print
      Name

                                        	 
      	
                                          Print
      Name

                                        
	 	 	 
	
                                          Address:

                                        	 
      	
                                           

                                        
	
                                           

                                        	 
      	
                                          Title

                                        
	  
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                           

                                        
	 
      	 
      	
                                          Date
      Received

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      2002 Stock Plan
12/31/08

    

     -24-