ex10_9.htm


    
      

    

    EXHIBIT
10.9

    


    TRIMBLE
NAVIGATION LIMITED

    


    AMENDED
AND RESTATED 2002 STOCK PLAN

    


    (as
amended March 6, 2009)

    


    1.       
     Purposes of the
Plan.  The purposes of this Amended and Restated 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)           “Affiliate” means any
“parent” or “subsidiary” as such terms are defined in Rule 405 of the U.S.
Securities Act of 1933, as amended.  The Board shall have the
authority to determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.

    


    (c)           “Applicable Laws”
means the requirements relating to the administration of stock incentive plans
under U.S. state corporate laws, U.S. federal, state and foreign 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 or Awards are, or will be, granted under the
Plan.

    


    (d)           “Award” means a grant
of Shares, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance-Based Awards, or of any other right to receive Shares or cash
pursuant to Section 12 of the Plan.

    


    (e)           “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.

    


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

    


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

    


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

    


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


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    


    (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; or

    


    (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.

    


    (j)           “Code” means the
Internal Revenue Code of 1986, as amended.

    


    (k)           “Committee” means a
committee of Directors appointed by the Board in accordance with Section 4
of the Plan.

    


    (l)           “Common Stock” means
the common stock of the Company.

    


    (m)           “Company” means
Trimble Navigation Limited, a California corporation.

    


    (n)           “Consultant” means any
natural person, including an advisor, engaged by the Company or a Parent or
Subsidiary or Affiliate to render services to such entity and the services
rendered by the consultant or advisor are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company’s
securities.

    


    (o)           “Covered Employee”
means an Employee who is, or could be, a “covered employee” within the meaning
of Section 162(m) of the Code.

    


    (p)           “Director” means a
member of the Board.

    


    (q)           “Disability” means
that the Awardee or Optionee would qualify to receive benefit payments under the
long-term disability policy, as it may be amended from time to time, of the
Company or the Subsidiary or Affiliate to which the Awardee or Optionee provides
services regardless of whether the Awardee or Optionee is covered by such
policy.  If the Company or Subsidiary or Affiliate to which the
Awardee or Optionee provides service does not have a long-term disability plan
in place, “Disability” means that an Awardee or Optionee is unable to carry out
the responsibilities and functions of the position held by the Awardee or
Optionee by reason of any medically determined physical or mental impairment for
a period of not less than ninety (90) consecutive days.  An Awardee or
Optionee shall not be considered to have incurred a Disability unless he or she
furnishes proof of such impairment sufficient to satisfy the Board in its
discretion.  Notwithstanding the foregoing, for purposes of Incentive
Stock Options granted under the Plan, “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


    
      
         


      

      
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    (r)           “Dividend Equivalents”
means rights granted to an Awardee related to the Award of Restricted Stock
Units or other Awards for which Shares have not been issued yet, which is a
right to receive the equivalent value of dividends paid on the Shares prior to
vesting of the Award.  Such Dividend Equivalents shall be converted to
cash or additional Shares by such formula and at such time and subject to such
limitations as may be determined by the Administrator.

    


    (s)           “Employee” means any
person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary or Affiliate of the Company, but shall exclude individuals who are
classified by the Company or any Parent or Subsidiary or Affiliate as (a) leased
from or otherwise employed by a third party, (b) independent contractors or (c)
intermittent or temporary, even if any such classification is changed
retroactively as a result of an audit, litigation or otherwise.  A
Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or protected under applicable local
laws, as interpreted by the Company or (ii) transfers between locations of
the Company or between the Company, its Parent, any Subsidiary or Affiliate, or
any successor.  For purposes of Incentive Stock Options, no such leave
may exceed three months, 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 last day of the three month period 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.

    


    (t)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    (u)           “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, or if
no sales occurred on such date, then on the date immediately prior to such date
on which sales prices are reported;

    


    (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.

    


    (v)           “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.


    
      
         


      

      
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    (w)          “Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive Stock
Option.

    


    (x)           “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.

    


    (y)           “Option” means a stock
option granted pursuant to the Plan.

    


    (z)           “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.

    


    (aa)         “Optioned Stock” means
the Common Stock subject to an Option.

    


    (bb)         “Optionee” means the
holder of an outstanding Option.

    


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

    


    (dd)         “Performance-Based
Award” means an Award granted pursuant to Section 11.

    


    (ee)          “Performance Criteria”
means the criteria that the Administrator selects for purposes of establishing
the Performance Goal or Performance Goals for an Awardee for a Performance
Period.  The Performance Criteria that will be used to establish
Performance Goals are limited to the following: earnings or net earnings (either
before or after interest, taxes, depreciation and amortization), economic
value-added, sales or revenue, income, net income (either before or after
taxes), operating earnings, cash flow (including, but not limited to, operating
cash flow and free cash flow), cash flow return on capital, return on assets or
net assets, return on stockholders’ equity, return on capital, stockholder
returns, return on sales, gross or net profit margin, productivity, expense,
margins, operating efficiency, customer satisfaction, working capital, earnings
per Share, price per Share, market share, new products, customer penetration,
technology and risk management, any of which may be measured either in absolute
terms or as compared to any incremental increase or as compared to results of a
peer group.  The Adminstrator shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Awardee.

    


    (ff)           “Performance Goals”
means, for a Performance Period, the goals established in writing by the
Administrator for the Performance Period based upon the Performance
Criteria.  Depending on the Performance Criteria used to establish
such Performance Goals, the Performance Goals may be expressed in terms of
overall Company performance, the performance of a Subsidiary or Affiliate, the
performance of a division or a business unit of the Company or a Subsidiary or
Affiliate, or the performance of an individual.  The Administrator, in
its discretion, may, to the extent consistent with, and within the time
prescribed by, Section 162(m) of the Code, appropriately adjust or modify the
calculation of Performance Goals for such Performance Period in order to prevent
the dilution or enlargement of the rights of Awardees (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (b) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business
conditions.


    
      
         


      

      
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    (gg)         “Performance Period”
means the one or more periods of time, which may be of varying and overlapping
durations, as the Administrator may select, over which the attainment of one or
more Performance Goals will be measured for the purpose of determining an
Awardee’s right to, and the payment of, a Performance-Based Award.

    


    (hh)         “Plan” means this
Amended and Restated 2002 Stock Plan, as amended from time to time.

    


    (ii)    
       “Qualified Performance-Based
Compensation” means any compensation that is intended to qualify as
“qualified performance-based compensation” as described in Section 162(m)(4)(C)
of the Code.

    


    (jj)      
     “Restricted Stock”
means Shares subject to certain restrictions, granted pursuant to Section 8 of
the Plan.

    


    (kk)          “Restricted Stock
Unit” means the right to receive a Share, or the Fair Market Value of a
Share in cash, granted pursuant to Section 9 of the Plan.

    


    (ll)      
     “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.

    


    (mm)        “Section 16(b)”
means Section 16(b) of the Exchange Act.

    


    (nn)         “Service Provider”
means an Employee, Director or Consultant.

    


    (oo)         “Share” means a share
of Common Stock, as adjusted in accordance with Section 14 of the
Plan.

    


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

    


    (qq)         “Stock Appreciation
Right” means the right, granted pursuant to Section 10,  to
receive a payment, equal to the excess of the Fair Market Value of a specified
number of Shares on the date the Stock Appreciation Right is exercised, over the
grant price of the Shares.

    


    3.        
    Stock Subject to the
Plan.  Subject to the provisions of Section 14 of the
Plan, the maximum aggregate number of Shares that may be awarded or optioned and
delivered under the Plan is 20,000,000 Shares, plus (a) any Shares which were
reserved but not issued under the Company’s 1993 Stock Option Plan (the “1993
Plan”), and (b) any Shares returned to the 1993 Plan as a result of termination
of options granted under the 1993 Plan; provided, however, that the maximum
aggregate number of Shares that may be issued pursuant to the exercise of
Incentive Stock Options shall in no event exceed 20,000,000
Shares.  Any Shares that are subject to Options or Stock Appreciation
Rights shall be counted against this limit as one (1) Share for every one (1)
Share granted.  Any Shares that are subject to any Awards other than
Options or Stock Appreciation Rights or other Awards which Awardees pay full
value for (as determined on the date of the grant) shall be counted against this
limit as one and one half (1.5) Shares for every one (1) Share
granted.  The Shares issued hereunder may be authorized, but unissued,
or reacquired Common Stock.


    
      
         


      

      
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    If an
Award or Option expires, is cancelled, forfeited or becomes unexercisable
without having been exercised in full or otherwise settled in full, or is
settled in cash, the undelivered Shares which were subject thereto shall, unless
the Plan has terminated, become available for future Awards or Options under the
Plan.  To the extent permitted by applicable law or any exchange rule,
Shares issued in assumption of, or in substitution for, any outstanding awards
of any entity acquired in any form of combination by the Company or any
Subsidiary shall not be counted against Shares available for grant pursuant to
this Plan.  The payment of Dividend Equivalent rights in cash in
conjunction with any outstanding Awards shall not be counted against the Shares
available for issuance under the Plan.  Notwithstanding the provisions
of this Section 3, no Shares may again be optioned, granted or awarded if such
action would cause an Incentive Stock Option to fail to qualify as an incentive
stock option under Section 422 of the Code.

    


    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 “qualified performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan
shall be administered by a Committee of two or more “outside directors” within
the meaning of Section 162(m) of the Code.

    


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

    


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

    


    (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 or other amounts to be covered by
each Award or Option granted hereunder and to determine the amount, if any, of
cash payment to be made to an Awardee;

    


    (iii)           to
approve forms of agreements 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;


    
      
         


      

      
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    (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 except in connection with a corporate transaction
involving the company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares), the
terms of outstanding awards may not be amended to  reduce the exercise
price of outstanding Options or Stock Appreciation Rights or cancel outstanding
Options or Stock Appreciation Rights in exchange for other Awards or Options or
Stock Appreciation Rights with an  exercise price that is less than
the exercise price of the original Options or Stock Appreciation Rights, 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;

    


    (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
of the Company or a Parent or Subsidiary of the Company.


    
      
         


      

      
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    6.         
   Limitations.

    


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

    


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

    


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

    


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

    


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

    


    (iii)           The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in
Section 14.

    


    (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
14), the cancelled Option or Award will be counted against the limits set forth
in subsections (i) and (ii) above.

    


    7.           Stock
Options.  The Administrator is authorized to make grants of
Options to any Service Provider on the terms stated below.

    


    (a)           Term.  The
term of each Option shall be ten (10) years from the date of grant or such
shorter term as may be provided in the 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.

    


    (b)           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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    (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.

    


    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 being transferred
to a new employer or discharged, or in the creation or severance of the
Parent-Subsidiary relationship.

    


    (c)           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.

    


    (d)           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, 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.

    


    (e)           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 to the extent permitted under Applicable Laws.  An Option
may not be exercised for a fraction of a Share.


    
      
         


      

      
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    An Option
shall be deemed exercised when the Company (or its designated agent) 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 Section
14 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 Option, by
the number of Shares as to which the Option is exercised.

    


    (f)           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 Optionee
ceases to be a Service Provider, for any reason, all unvested Shares covered by
his or her Option shall be forfeited.  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 by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

    


    (g)           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.

    


    (h)           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 the Optionee’s death.  If, at the time of death, the
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.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    8.        
    Grant of Restricted
Stock.  The Administrator is authorized to make Awards of
Restricted Stock to any Service Provider selected by the Administrator in such
amounts and subject to such terms and conditions as determined by the
Administrator.

    


    (a)           Purchase
Price.  At the time of the grant of an Award of Restricted
Stock, the Administrator shall determine the price, if any, to be paid by the
Awardee for each Share subject to the Award of Restricted Stock.  To
the extent required by Applicable Laws, the price to be paid by the Awardee for
each Share subject to the Award of Restricted Stock shall not be less than the
amount required by Applicable Laws (if any).  The purchase price of
Shares (if any) acquired pursuant to the Award of Restricted Stock shall be paid
either: (i) in cash at the time of purchase; (ii) at the sole discretion of the
Administrator, by services rendered or to be rendered to the Company or a
Subsidiary or Affiliate; or (iii) in any other form of legal consideration that
may be acceptable to the Administrator in its sole discretion and in compliance
with Applicable Laws.

    


    (b)           Issuance and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Administrator may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted
Stock).  These restrictions may lapse separately or in combination at
such times, pursuant to such circumstances, in such installments, or otherwise,
as the Administrator determines at the time of the grant of the Award or
thereafter.

    


    (c)           Certificates for Restricted
Stock.  Restricted Stock granted pursuant to the Plan may be
evidenced in such manner as the Administrator shall determine.  If
certificates representing shares of Restricted Stock are registered in the name
of the Awardee, certificates shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and the
Company may, at its discretion, retain physical possession of the certificate
until such time as all applicable restrictions lapse.

    


    9.          
  Restricted
Stock Units.  The Administrator is authorized to make Awards of
Restricted Stock Units to any Service Provider selected by the Committee in such
amounts and subject to such terms and conditions as determined by the
Administrator.  At the time of grant, the Administrator shall specify
the date or dates on which the Restricted Stock Units shall vest and become
nonforfeitable, and may specify such conditions to vesting as it deems
appropriate.  On the vesting date, the Company shall transfer to the
Awardee one unrestricted, fully transferable Share for each Restricted Stock
Unit scheduled to be paid out on such date and not previously
forfeited.  Alternatively, settlement of a Restricted Stock Unit may
be made in cash (in an amount reflecting the Fair Market Value of Shares that
would have been issued) or any combination of cash and Shares, as determined by
the Administrator, in its sole discretion.  The Administrator may
authorize Dividend Equivalents to be paid on outstanding Restricted Stock
Units.  If Dividend Equivalents are authorized to be paid, they may be
paid at the time dividends are declared on the Shares or at the time the awards
vest and they may be paid in either cash or Shares, in the discretion of the
Administrator.

    


    10.           Stock Appreciation
Rights.  The Administrator is authorized to make Awards of
Stock Appreciation Rights to any Service Provider selected by the Administrator
in such amounts and subject to such terms and conditions as determined by the
Administrator.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    (a)           Description.  A
Stock Appreciation Right shall entitle the Awardee (or other person entitled to
exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a
specified portion of the Stock Appreciation Right (to the extent then
exercisable pursuant to its terms) and to receive from the Company an amount
equal to the product of (i) the excess of (A) the Fair Market Value of the
Shares on the date the Stock Appreciation Right is exercised over (B) the grant
price of the Stock Appreciation Right and (ii) the number of Shares with respect
to which the Stock Appreciation Right is exercised, subject to any limitations
the Administrator may impose.

    


    (b)           Grant
Price.  The grant price per Share subject to a Stock
Appreciation Right shall be determined by the Administrator and set forth in the
Award Agreement; provided that, the per Share grant price for any Stock
Appreciation Right shall not be less than 100% of the Fair Market Value of a
Share on the date of grant.

    


    (c)           Payment and Limitations on
Exercise.

    


    (i)           Payment
of the amounts determined under Section 10(c) hereof shall be in cash, in Shares
(based on its Fair Market Value as of the date the Stock Appreciation Right is
exercised) or a combination of both, as determined by the
Administrator.

    


    (ii)           To
the extent any payment under Section 10(a) is effected in Shares, it shall be
made subject to satisfaction of all applicable provisions of Section 7
pertaining to Options.

    


    (d)           Term.  The term
of any Stock Appreciation Right shall be no longer than ten (10) years from the
date of grant.

    


    11.           Performance-Based Awards for
Covered Employees.

    


    (a)           Purpose.  The
purpose of this Section 11 is to provide the Administrator the ability to
qualify Awards other than Options and Stock Appreciation Rights as Qualified
Performance-Based Compensation as determined under Code Section
162(m).  If the Administrator, in its discretion, decides to grant a
Performance-Based Award to a Covered Employee, the provisions of this Section 11
shall control over any contrary provision contained in this Plan; provided, however, that the
Administrator may in its discretion grant Awards to Covered Employees that are
based on Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Section 11.

    


    (b)           Applicability.  This
Section 11 shall apply only to those Covered Employees selected by the
Administrator to receive Performance-Based Awards that are intended to qualify
as Qualified Performance-Based Compensation.  The designation of a
Covered Employee as an Awardee for a Performance Period shall not in any manner
entitle the Awardee to receive an Award for the period.  Moreover,
designation of a Covered Employee as an for a particular Performance Period
shall not require designation of such Covered Employee as an Awardee in any
subsequent Performance Period and designation of one Covered Employee as an
Awardee shall not require designation of any other Covered Employees as an
Awardee in such period or in any other period.

    


    (c)           Procedures with Respect to
Performance-Based Awards.  To the extent necessary to comply
with the Qualified Performance-Based Compensation requirements of Section
162(m)(4)(C) of the Code, with respect to any Award granted under this Plan
which may be granted to one or more Covered Employees, no later than ninety (90)
days following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the Administrator shall,
in writing, (a) designate one or more Covered Employees, (b) select the
Performance Criteria applicable to the Performance Period, (c) establish the
Performance Goals, and amounts of such Awards, as applicable, which may be
earned for such Performance Period, and (d) specify the relationship between
Performance Criteria and the Performance Goals and the amounts of such Awards,
as applicable, to be earned by each Covered Employee for such Performance
Period.  Following the completion of each Performance Period, the
Committee shall certify in writing whether the applicable Performance Goals have
been achieved for such Performance Period.  In determining the amount
earned by a Covered Employee, the Administrator shall have the right to reduce
or eliminate (but not to increase) the amount payable at a given level of
performance to take into account additional factors that the Administrator may
deem relevant to the assessment of


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    (d)           Payment of Performance-Based
Awards.  Unless otherwise provided in the applicable Award
Agreement, an Awardee must be employed by the Company or a Subsidiary or
Affiliate on the day a Performance-Based Award for the appropriate Performance
Period is paid to the Awardee.  Furthermore, an Awardee shall be
eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such period are
achieved.

    


    (e)           Additional
Limitations.  Notwithstanding any other provision of the Plan,
any Award which is granted to a Covered Employee shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the Code,
and the Plan shall be deemed amended to the extent necessary to conform to such
requirements.

    


    12.           Other
Awards.  The Administrator is authorized under the Plan to make
any other Award to a Service Provider that is not inconsistent with the
provisions of the Plan and that by its terms involves or might involve the
issuance of (i) Shares, (ii) a right with an exercise or conversion privilege
related to the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions, or (iii) any other
right with the value derived from the value of the Shares.  The
Administrator may establish one or more separate programs under the Plan for the
purpose of issuing particular forms of Awards to one or more classes of Awardees
on such terms and conditions as determined by the Administrator from time to
time.

    


    13.           General Provisions
Applicable to All Awards.

    


    (a)           Transferability of Awards
and Options.  Incentive Stock 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.  Unless determined
otherwise by the Administrator, an Award or Nonstatutory Stock 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 (if applicable), during the lifetime of the Optionee or Awardee, only
by the Optionee or Awardee.  If the Administrator makes an Award or
Nonstatutory Stock Option transferable, such Award or Nonstatutory Stock Option
shall contain such additional terms and conditions as the Administrator deems
appropriate.

    


    (b)           Term.  Except
as otherwise provided herein, the term of any Award or Option (to the extent
applicable) shall be no longer than ten (10) years from the date of
grant.

    


    (c)           Exercise and Vesting upon
Termination of Employment or Service.  Unless otherwise set
forth in the Award Agreement, all unvested Awards will terminate effective upon
termination of employment or service for any reason.  Unless otherwise
set forth in the Award Agreement, in the case of Awards that have an exercise
period (e.g., Stock
Appreciation Rights), if the Awardee ceases to be a Service Provider as a result
of his or her death or Disability, he or she (or his or her heirs or personal
representative of his or her estate in the case of death) will have twelve (12)
months after the date of termination to exercise outstanding vested Awards or
shorter period if the expiration date for the Award is earlier.  All
Shares subject to unvested Awards that terminate upon termination of service and
all unexercised Awards after expiration of the post termination will revert to
the Plan.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    (d)           Form of
Payment.  Payments with respect to any Awards granted under the
Plan shall be made in cash, in Shares, or a combination of both, as determined
by the Administrator.

    


    (e)           Award
Agreement.  All Awards under this Plan shall be subject to such
additional terms and conditions as determined by the Administrator and shall be
evidenced by an Award Agreement.

    


    (f)           Date of
Grant.  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 in accordance with Applicable Laws.  Notice of the
determination shall be provided to each Awardee and Optionee within a reasonable
time after the date of such grant.

    


    (g)           Timing of
Settlement.  At the time of grant, the Administrator shall
specify the settlement date applicable to an Award, which shall be no earlier
than the vesting date(s) applicable to the relevant Award and may be later than
the vesting date(s) to the extent and under the terms determined by the
Administrator.

    


    (h)           Exercise or Purchase
Price.  The Administrator may establish the exercise or
purchase price (if any) of any Award provided however that such price shall not
be less than required by Applicable Law.

    


    (i)         
   Vesting
Conditions.  The Administrator has the discretion to provide
for vesting conditions for Awards tied to performance conditions which do not
satisfy the requirements for Qualified Performance-Based Compensation as
determined under Code Section 162(m).

    


    (j)          
  Dividend
Equivalents.  The Administrator may determine at the time of
grant whether Awards (other than those Awards pursuant to which Shares are
issued at grant) will provide for Dividend Equivalent rights.

    


    14.           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.  The adjustments provided under this Section 14(a) shall be final
and binding on the affected Optionee or Awardee and the
Company.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    (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 or Awardee to have the right to exercise his or her Option or Award (if
exercisable) until ten (10) days prior to such transaction as to all of the
Optioned/Awarded Stock covered thereby, including Shares as to which the Option
or Award would not otherwise be exercisable.  The Administrator in its
discretion may provide that the vesting of an Award or Option accelerate at any
time prior to such transaction.  To the extent it has not been
previously exercised, an Option or Award (if exercisable) will terminate
immediately prior to the consummation of such proposed action, and unvested
Awards will be forfeited immediately prior to the consummation of such proposed
action.

    


    (c)           Merger or Change in
Control.  In the event of a merger of the Company with or into
another corporation, or a Change in Control, each outstanding Award and Option
shall be assumed or an equivalent award, option or right substituted by the
successor corporation or a Parent or Subsidiary of the successor
corporation.  In the event the successor corporation does not agree to
assume the Award or Option, or substitute an equivalent option or right, the
Administrator shall, in lieu of such assumption or substitution, provide for the
Awardee or Optionee to have the right to vest in and exercise the Option or
Award (if exercisable) as to all of the Optioned/Awarded Stock, including Shares
as to which the Option or Award) would not otherwise be vested or exercisable,
and in the case of an unvested Award, to vest in the entire Award.  If
the Administrator makes an Option or Award (if exercisable) 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 or Awardee that
the Option or Award shall be fully vested and exercisable for a period of
fifteen (15) days from the date of such notice, and the Option or Award (if
exercisable) 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 or an Award (if exercisable),
the Optionee or Awardee shall have the right within three (3) months thereafter
to exercise the Option or Award (if exercisable) as to all of the
Optioned/Awarded Stock, including Shares as to which the Option or Award (if
exercisable) would not be otherwise exercisable, effective as of the date of
such termination and (ii) in the case of an unvested 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 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 or
an Award (if exercisable), for each Share of Optioned Stock subject to the
Option and each Share of Awarded Stock subject to the Award, and upon the
vesting of an Award, for each Share of Awarded Stock to be solely common stock
of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or Change
in Control.


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    15.           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
Awardees or Optionees under the Plan; increasing the number of securities which
may be issued under the Plan; modifying the requirements for participation in
the Plan; or including a provision allowing the Board to lapse or waive
restrictions at its discretion.

    


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

    


    (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 or Stock Appreciation Right after it has been
granted (except for adjustments made pursuant to Section 14 of the Plan), unless
approved by the Company’s shareholders.  Neither may the
Administrator, without the approval of the Company’s shareholders, cancel any
outstanding Option or Stock Appreciation Right and replace it with a new Option
or Stock Appreciation Right with a lower exercise price, where the economic
effect would be the same as reducing the exercise price of the cancelled Option
or Stock Appreciation Right.  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 14 hereof, shall be approved by the Company’s
shareholders.

    


    16.           Conditions Upon Issuance of
Shares.

    


    (a)           Legal
Compliance.  Shares shall not be issued pursuant to the
exercise of an Option or Award (if exercisable) or the vesting of an Award
unless the exercise of such Option or Award 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.

    


    (b)           Investment
Representations.  As a condition to the exercise of an Option
or Award (if exercisable), the Company may require the person exercising such
Option or Award 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.

    


    17.           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.

    


    18.           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.


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    19.           Shareholder Approval;
Effective Date; Plan Term for ISO Grants.  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.  The Plan shall be effective as of the date the Plan is approved
by the Company’s shareholders (the “Effective Date”).  No Incentive
Stock Options may be granted under the Plan after the earlier or the tenth
(10th)
anniversary of (a) the date the Plan is approved by the Board or (b) the
Effective Date.

    


    20.           Governing
Law.  The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of
California.

    


    21.           Section
409A.  To the extent that the Administrator determines that any
Award or Option granted under the Plan is subject to Section 409A of the Code,
the Award Agreement or Option Agreement evidencing such Award or Option shall
incorporate the terms and conditions required by Section 409A of the
Code.  To the extent applicable, the Plan and Award Agreements and
Option Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date.  Notwithstanding
any provision of the Plan to the contrary, in the event that following the
Effective Date the Administrator determines that any Award or Option may be
subject to Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the
Effective Date), the Administrator may, without consent of the Awardee or
Optionee, adopt such amendments to the Plan and the applicable Award Agreement
or Option Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, that the Administrator determines are necessary or appropriate to (a)
exempt the Award or Option from Section 409A of the Code and/or preserve the
intended tax treatment of the benefits provided with respect to the Award or
Option, or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of any
penalty taxes under such Section.

    


    22.           Tax
Withholding.  The Company or any Subsidiary or Affiliate, as
appropriate, shall have the authority and the right to deduct or withhold, or
require an to remit to the Company, an amount sufficient to satisfy U.S.
federal, state, and local taxes and taxes imposed by jurisdictions outside of
the United States (including income tax, social insurance contributions, payment
on account and any other taxes that may be due) required by law to be withheld
with respect to any taxable event concerning an Optionee or Awardee arising as a
result of this Plan or to take such other action as may be necessary in the
opinion of the Company or a Subsidiary or Affiliate, as appropriate, to satisfy
withholding obligations for the payment of taxes.  The Administrator
may in its discretion and in satisfaction of the foregoing requirement allow a
participant to elect to have the Company withhold Shares otherwise issuable
under an Option or Award (or allow the return of Shares) having a Fair Market
Value equal to the sums required to be withheld.  No Shares shall be
delivered hereunder to any Optionee or Awardee or other person until the
Optionee or Awardee, or such other person has made arrangements acceptable to
the Administrator for the satisfaction of these tax obligations with respect to
any taxable event concerning the Optionee or Awardee, or such other person
arising as a result of the Options or Awards made under this Plan.

    


    23.           No Right to Employment or
Services.  Nothing in the Plan or any Award Agreement or Option
Agreement shall interfere with or limit in any way the right of the Company or
any Subsidiary or Affiliate to terminate any Awardee’s or Optionee’s employment
or services at any time, nor confer upon any Awardee or Optionee any right to
continue in the employ or service of the Company or any Subsidiary or
Affiliate.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    24.           Unfunded Status of
Awards.  The Plan is intended to be an “unfunded” plan for
incentive compensation.  With respect to any payments not yet made to
an Awardee pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Awardee any rights that are greater than those of a
general creditor of the Company or any Subsidiary or Affiliate.

    


    25.           No Representations or
Covenants with respect to Tax Qualification.  Although the
Company may endeavor to (1) qualify an Award for favorable tax treatment under
the laws of the United States or jurisdictions outside of the United States
(e.g., incentive stock
options under Section 422 of the Code or French-qualified stock options) or (2)
avoid adverse tax treatment (e.g., under Sections 280G,
409A or 457A of the Code), the Company makes no representation to that effect
and expressly disavows any covenant to maintain favorable or avoid unfavorable
tax treatment and any liability to any Optionee or Awardee for failure to
maintain favorable or avoid unfavorable tax result.  The Company shall
be unconstrained in its corporate activities without regard to the potential
negative tax impact on Awardees or Optionees under the Plan.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 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 Trimble
Navigation Limited Amended and Restated 2002 Stock Plan (the
“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.

    


    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.


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    
      	
              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:

    


    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.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    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.

    


    
      	
              OPTIONEE:

            	 
      	
              TRIMBLE
      NAVIGATION LIMITED

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Signature

            	 
      	
              By

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Print
      Name

            	 
      	
              Print
      Name

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Residence
      Address

            	 
      	
              Title

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 2002 STOCK PLAN

    


    STOCK
OPTION AGREEMENT

    (U.S.
OPTIONEES)

    


    Unless
otherwise defined herein, the capitalized terms used in this Stock Option
Agreement shall have the same defined meanings as set forth in the Trimble
Navigation Limited Amended and Restated 2002 Stock Plan (the
“Plan”).

    


    
      	
              I.

            	
              NOTICE OF STOCK OPTION
      GRANT

            


    

    


    
      	
              Name
      (Optionee):

            	 
      


    

    


    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 (the “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.

    


    Termination
Period:

    


    This
Option may be exercised for three (3) months after the Optionee ceases to be a
Service Provider.  Upon the death or Disability of the Optionee, this
Option may be exercised for twelve (12) months after the Optionee ceases to be a
Service Provider.  In no event shall this Option be exercised later
than the Term/Expiration Date as provided above.


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    
      	
              II.

            	
              AGREEMENT

            


    

    


    A.           Grant of
Option.

    


    The
Administrator hereby grants to the person named in the Notice of Stock Option
Grant (the “Notice of Grant”) attached as Part I of this Option 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
Section 422(d) of the Code, it shall be treated as a Nonstatutory Stock Option
(“NSO”).

    


    B.      
     Exercise of
Option.

    


    1.           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.

    


    2.           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 designated by the Company from time
to time (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:

    

    


    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 have a
Fair Market Value on the date of surrender equal to the aggregate Exercise Price
of the Exercised Shares.


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


    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 the
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.

    


    1.     
       Withholding
Taxes.  Regardless of any action the Company and/or the
Optionee’s actual employer, if the Company is not the Optionee’s employer
(collectively, the “Company”), takes with respect to any or all income tax,
social security, payroll tax, payment on account or other tax-related items
related to the Optionee’s participation in the Plan and legally applicable to
him or her (“Tax-Related Items”), the Optionee acknowledges that the ultimate
liability for all Tax-Related Items is and remains the Optionee’s responsibility
and may exceed the amount actually withheld by the Company.  The
Optionee further acknowledges that the Company (i) makes no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of this Option, including, without limitation, the grant, vesting or
exercise of this Option, the issuance of Shares upon exercise of this Option,
the subsequent sale of Shares acquired pursuant to such issuance and the receipt
of any dividends; and (ii) does not commit to and is under no obligation to
structure the terms of the grant or any aspect of the Option to reduce or
eliminate the Optionee’s liability for Tax-Related Items or achieve any
particular tax result.  Furthermore, if the Optionee has become
subject to tax in more than one jurisdiction between the Date of Grant and the
date of any relevant taxable event, the Optionee acknowledges that the Company
may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.

    


    Prior to
any relevant taxable or tax withholding event, as applicable, the Optionee will
pay or make adequate arrangements satisfactory to the Company to satisfy all
Tax-Related Items.  In this regard, the Optionee authorizes the
Company, or its agents, at its discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the
following:

    


    (a)  withholding
from the Optionee’s wages or other cash compensation paid to the Optionee by the
Company; or

    


    (b)  withholding
from proceeds of the sale of Exercised Shares acquired upon exercise, either
through a voluntary sale or through a mandatory sale arranged by the Company (on
the Optionee’s behalf pursuant to this authorization); or

    


    (c)  withholding
in the Exercised Shares to be issued upon exercise of this Option.

    


    To avoid
negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed,
for tax purposes, to have been issued the full number of Exercised Shares,
notwithstanding that some Shares are held back solely for the purpose of paying
the Tax-Related Items due as a result of any aspect of the Optionee’s
participation in the Plan.

    


    Finally,
the Optionee shall pay to the Company any amount of Tax-Related Items that the
Company may be required to withhold or account for as a result of the Optionee’s
participation in the Plan, which amount cannot be satisfied by the means
previously described.  The Company may refuse to issue or deliver
Shares or the proceeds of the sale of Shares if the Optionee fails to comply
with his or her obligations in connection with the Tax-Related
Items.


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


    2.   
         Notice of Disqualifying
Disposition of ISO Shares.  If the Option granted to the
Optionee herein is an ISO, and if the 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.

    


    G.       
    NO GUARANTEE OF CONTINUED
SERVICE.

    


    THE
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 OR THE EMPLOYER, IF THE COMPANY IS NOT THE OPTIONEE’S
EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR
PURCHASING SHARES HEREUNDER).  THE 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 THE OPTIONEE’S RIGHT OR
THE EMPLOYER’S RIGHT TO TERMINATE THE OPTIONEE'S RELATIONSHIP AS A SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, IN COMPLIANCE WITH APPLICABLE LOCAL
LAW.

    


    H.           Nature of Option
Grant.

    


    In
accepting this Option, the Optionee acknowledges the following:

    


    1.           the
Plan is established voluntarily by the Company, is discretionary in nature and
may be modified, amended, suspended or terminated by the Company at any
time;

    


    2.           the
grant of this Option is voluntary and occasional and does not create any
contractual or other right to receive future stock options, or benefits in lieu
of stock options, even if stock options have been granted repeatedly in the
past;

    


    3.           all
decisions with respect to future stock option grants, if any, will be at the
sole discretion of the Company;

    


    4.           the
Optionee’s participation in the Plan shall not create a right to further
employment with the Company or any Affiliate and shall not interfere with the
ability of the Company or an Affiliate, as applicable, to terminate the
Optionee’s Service Provider relationship at any time;

    


    5.           the
Optionee’s participation in the Plan is voluntary;

    


    6.           this
Option and the Optioned Stock are an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company, and
which is outside the scope of the Optionee’s employment contract, if
any;

    


    7.           this
Option and the Optioned Stock are not intended to replace any pension rights or
compensation;


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    8.      
      this Option and the Optioned Stock are not
part of normal or expected compensation or salary for any purposes, including,
without limitation, calculating any severance, resignation, termination,
redundancy, dismissal, end-of-service payments, bonuses, long-service awards,
pension or retirement or welfare benefits or similar payments and in no event
should be considered as compensation for, or relating in any way to, past
services for the Company or any Affiliate;

    


    9.         
   this Option and the Optionee’s participation in the Plan will
not be interpreted to form an employment contract or relationship with the
Company or any Affiliate;

    


    10.           the
future value of the underlying Shares is unknown and cannot be predicted with
any certainty;

    


    11.           if
the Optioned Stock does not increase in value, this Option will have no
value;

    


    12.           if
the Optionee exercises this Option and obtains Shares, the value of the Shares
acquired upon exercise may increase or decrease in value, even below the
Exercise Price;

    


    13.           in
consideration of this Option, no claim or entitlement to compensation or damages
shall arise from forfeiture of this Option if the Optionee ceases to be a
Service Provider (for any reason whatsoever and whether or not in breach of
local labor laws), and the Optionee irrevocably releases the Company and any
Affiliate from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen, the
Optionee shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim;

    


    14.           in
the event that the Optionee ceases to be a Service Provider (whether or not in
breach of local labor laws), the Optionee’s right, if any, to vest in this
Option will terminate effective as of the date on which the Optionee is no
longer an active Service Provider and will not be extended by any notice period
mandated under Applicable Laws; the Administrator shall have the exclusive
discretion to determine when the Optionee is no longer an active Service
Provider for purposes of this Option; and

    


    15.           this
Option and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, takeover or transfer of
liability.

    


    I.    
        No Advice Regarding
Grant.

    


    The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Optionee’s participation in the Plan,
or the Optionee’s acquisition or sale of the underlying Shares.  The
Optionee is hereby advised to consult with his or her own personal tax, legal
and financial advisors regarding his or her participation in the Plan before
taking any action related to the Plan.

    


    J.  
          Data
Privacy.

    


    The
Optionee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of his or her personal data as described
in this Option Agreement and any other Option materials by and among, as
applicable, the Company and any Affiliate for the exclusive purposes of
implementing, administering and managing the Optionee’s participation in the
Plan.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    


    The
Optionee understands that the Company may hold certain personal information
about him or her, including, without limitation, the Optionee’s name, home
address and telephone number, date of birth, social security number or other
identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all stock options or any other
entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Optionee’s favor, for the exclusive purposes of implementing,
administering and managing the Plan (“Data”).

    


    The
Optionee understands that Data will be transferred to the Company’s broker, or
such other stock plan service provider as may be selected by the Company in the
future, which is assisting the Company with the implementation, administration
and management of the Plan.  The Optionee understands that the
recipients of the Data may be located outside the United States, and that the
recipients’ country may have different data privacy laws and protections than
the United States.  The Optionee understands that he or she may
request a list with the names and addresses of any potential recipients of the
Data by contacting his or her local human resources
representative.  The Optionee authorizes the Company, the Company’s
broker and any other third parties which may assist the Company (presently or in
the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
sole purposes of implementing, administering and managing the Optionee’s
participation in the Plan.  The Optionee understands that Data will be
held only as long as is necessary to implement, administer and manage the
Optionee’s participation in the Plan.  The Optionee understands that
he or she may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing his or her local human resources representative.  The
Optionee understands, however, that refusing or withdrawing his or her consent
may affect his or her ability to participate in the Plan.  For more
information on the consequences of his or her refusal to consent or withdrawal
of consent, the Optionee understands that he or she may contact his or her local
human resources representative.

    


    K.           Electronic
Delivery.

    


    The
Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means.  The
Optionee hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an online or electronic system
established and maintained by the Company or a third party designated by the
Company.

    


    L.           Severability.

    


    The
provisions of this Option Agreement are severable, and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.

    


    M.           Imposition of Other
Requirements.

    


    The
Company reserves the right to impose other requirements on the Optionee’s
participation in the Plan, on this Option and on any Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with Applicable Laws or facilitate the administration of the Plan, and
to require the Optionee to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.

    


    N.           Entire Agreement; Governing
Law; Venue.

    


    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 the 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 the Optionee.  This
agreement is governed by the internal substantive laws, but not the choice of
law rules, of the state of California.


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    For
purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Option or this Option Agreement,
the parties hereby submit to and consent to the exclusive jurisdiction of the
State of California and agree that such litigation shall be conducted only in
the courts of Santa Clara County, California, or the federal courts for the
United States for the Northern District of California, and no other courts,
where this grant is made and/or to be performed.

    


    O.        
    Securities Law
Compliance

    


    Notwithstanding
anything to the contrary contained herein, no Shares will be issued to you upon
the exercise of this Option unless the Shares subject to the Option are then
registered under the Securities Act of 1933, as amended (the “Securities Act’),
or, if such Shares are not so registered, the Company has determined that such
issuance would be exempt from the registration requirements of the Securities
Act.  By accepting this Option, you agree not to sell any of the
Shares received under this Option at a time when Applicable Laws or Company
policies prohibit a sale.

    


    P.     
       Code Section
409A

    


    The
Company reserves the right, to the extent the Company deems necessary or
advisable in its sole discretion, to unilaterally amend or modify the Plan, this
Option Agreement or the Notice of Grant or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take
any other actions, as the Administrator determines are necessary or appropriate
to ensure that this Option qualifies for exemption from, or complies with the
requirements of, Section 409A of the Code; provided, however, that the Company
makes no representation that the Option will be exempt from, or will comply
with, Section 409A of the Code, and makes no undertakings to preclude Section
409A of the Code from applying to the Option or to ensure that it complies with
Section 409A of the Code.

    


    BY
THE OPTIONEE’S SIGNATURE AND THE SIGNATURE OF THE COMPANY'S REPRESENTATIVE
BELOW, THE 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.  THE 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.  THE 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.  THE 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

            


    

    



    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 2002 STOCK PLAN

    


    STOCK
OPTION AGREEMENT

    (NON-U.S.
OPTIONEES)

    


    Unless
otherwise defined herein, the capitalized terms used in this Stock Option
Agreement shall have the same defined meanings as set forth in the Trimble
Navigation Limited Amended and Restated 2002 Stock Plan (the
“Plan”).

    


    
      	
              III.

            	
              NOTICE OF STOCK OPTION
      GRANT

            


    

    


    
      	
              Name
      (Optionee):

            	 
      


    

    


    You
have been granted a Nonstatutory Stock 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 (the “Option Agreement”), including any special terms and
conditions for the Optionee’s country in any appendix hereto attached as Exhibit A (the
“Appendix”), as follows:

    


    
      	
              Grant
      Number

            	 
      
	 
      	 
      
	
              Date
      of Grant

            	 
      
	 
      	 
      
	
              Vesting
      Commencement Date

            	 
      
	 
      	 
      
	
              Exercise
      Price per Share

            	
              $

            
	 
      	 
      
	
              Total
      Number of Shares Granted

            	 
      
	 
      	 
      
	
              Total
      Exercise Price

            	
              $

            
	 
      	 
      
	
              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.

    


    Termination
Period:

    


    This
Option may be exercised for three (3) months after the Optionee ceases to be a
Service Provider.  The period during which Optionee is considered to
be a Service Provider will not be extended by any notice of termination or
similar period; instead, the termination date will be considered the last day of
active service for the purposes of this Option Agreement.  Upon the
death or Disability of the Optionee, this Option may be exercised for twelve
(12) months after the Optionee ceases to be a Service Provider.  In no
event shall this Option be exercised later than the Term/Expiration Date as
provided above.


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    
      	
              IV.

            	
              AGREEMENT

            


    

    


    A.          
 Grant of
Option.

    


    
      The
Administrator hereby grants to the person named in the Notice of Stock Option
Grant (the “Notice of Grant”) attached as Part I of this Option Agreement
(the “Optionee”) a Nonstatutory Stock 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.

    


    1.      
       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, including the
Appendix.

    


    2.       
     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, designated by the Company from time to time (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.

    


    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.

    


    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 the
Optionee only by the Optionee.  The terms of the Plan and this Option
Agreement, including the Appendix, 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.

    


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    


    F.       
     Tax
Obligations.

    


    Regardless
of any action the Company or the Optionee’s actual employer, if the Company is
not the actual employer (the “Employer”), takes with respect to any or all
income tax, social insurance, payroll tax, payment on account or other
tax-related items related to the Optionee’s participation in the Plan and
legally applicable to him or her (“Tax-Related Items”), the Optionee
acknowledges that the ultimate liability for all Tax-Related Items is and
remains the Optionee’s responsibility and may exceed the amount actually
withheld by the Company or the Employer.  The Optionee further
acknowledges that the Company and/or the Employer (a) make no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of this Option, including, without limitation, the grant, vesting or
exercise of this Option, the issuance of Shares upon exercise of this Option,
the subsequent sale of Shares acquired pursuant to such issuance and the receipt
of any dividends; and (b) do not commit to and are under no obligation to
structure the terms of the grant or any aspect of the Option to reduce or
eliminate the Optionee’s liability for Tax-Related Items or achieve any
particular tax result.  Furthermore, if the Optionee has become
subject to tax in more than one jurisdiction between the Date of Grant and the
date of any relevant taxable event, the Optionee acknowledges that the Company
and/or the Employer (or former employer, as applicable) may be required to
withhold or account for Tax-Related Items in more than one
jurisdiction.

    


    Prior to
any relevant taxable or tax withholding event, as applicable, the Optionee will
pay or make adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all Tax-Related Items.  In this regard, the
Optionee authorizes the Company and/or the Employer, or their respective agents,
at their discretion, to satisfy the obligations with regard to all Tax-Related
Items by one or a combination of the following:

    


    1.           withholding
from the Optionee’s wages or other cash compensation paid to the Optionee by the
Company and/or the Employer; or

    


    2.           withholding
from proceeds of the sale of Exercised Shares acquired upon exercise, either
through a voluntary sale or through a mandatory sale arranged by the Company (on
the Optionee’s behalf pursuant to this authorization); or

    


    3.           withholding
in the Exercised Shares to be issued upon exercise of this Option.

    


    To avoid
negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed,
for tax purposes, to have been issued the full number of Exercised Shares,
notwithstanding that some Shares are held back solely for the purpose of paying
the Tax-Related Items due as a result of any aspect of the Optionee’s
participation in the Plan.

    


    Finally,
the Optionee shall pay to the Company and/or the Employer any amount of
Tax-Related Items that the Company and/or the Employer may be required to
withhold or account for as a result of the Optionee’s participation in the Plan,
which amount cannot be satisfied by the means previously
described.  The Company may refuse to issue or deliver Shares or the
proceeds of the sale of Shares if the Optionee fails to comply with his or her
obligations in connection with the Tax-Related Items.


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    


    G.    
        NO GUARANTEE OF CONTINUED
SERVICE.

    


    
      THE
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 EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
AN OPTION OR PURCHASING SHARES HEREUNDER).  THE 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 THE OPTIONEE'S
RIGHT OR THE EMPLOYER’S RIGHT TO TERMINATE THE OPTIONEE’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, IN COMPLIANCE WITH
APPLICABLE LOCAL LAW.

    

    


    H.   
        Nature of Option
Grant.

    


    In
accepting this Option, the Optionee acknowledges the following:

    


    1.     
       the Plan is established voluntarily by
the Company, is discretionary in nature and may be modified, amended, suspended
or terminated by the Company at any time;

    


    2.      
      the grant of this Option is voluntary and
occasional and does not create any contractual or other right to receive future
stock options, or benefits in lieu of stock options, even if stock options have
been granted repeatedly in the past;

    


    3.   
         all decisions with respect
to future stock option grants, if any, will be at the sole discretion of the
Company;

    


    4.     
       the Optionee’s participation in the
Plan shall not create a right to further employment with the Employer and shall
not interfere with the ability of the Employer to terminate the Optionee’s
Service Provider relationship at any time;

    


    5.          
  the Optionee’s participation in the Plan is voluntary;

    


    6.     
       this Option and the Optioned Stock are
an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is
outside the scope of the Optionee’s employment contract, if any;

    


    7.    
        this Option and the Optioned
Stock are not intended to replace any pension rights or
compensation;

    


    8.    
        this Option and the Optioned
Stock are not part of normal or expected compensation or salary for any
purposes, including, without limitation, calculating any severance, resignation,
termination, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar
payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Company, the Employer or any
Affiliate;

    


    9.     
       this Option and the Optionee’s
participation in the Plan will not be interpreted to form an employment contract
or relationship with the Company or an Affiliate;

    


    10.           the
future value of the underlying Shares is unknown and cannot be predicted with
any certainty;

    


    11.           if
the Optioned Stock does not increase in value, this Option will have no
value;

    


    12.           if
the Optionee exercises this Option and obtains Shares, the value of the Shares
acquired upon exercise may increase or decrease in value, even below the
Exercise Price;


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    


    13.           in
consideration of this Option, no claim or entitlement to compensation or damages
shall arise from forfeiture of this Option if the Optionee ceases to be a
Service Provider (for any reason whatsoever and whether or not in breach of
local labor laws), and the Optionee irrevocably releases the Company, the
Employer, and any Affiliate from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, the Optionee shall be deemed irrevocably to have
waived his or her entitlement to pursue such claim;

    


    14.           in
the event that the Optionee ceases to be a Service Provider (whether or not in
breach of local labor laws), the Optionee’s right, if any, to vest in this
Option will terminate effective as of the date on which the Optionee is no
longer an active Service Provider and will not be extended by any notice period
mandated under Applicable Laws (e.g., Optionee would not be
an active Service Provider for a period of “garden leave” or similar period
pursuant to Applicable Laws); the Plan Administrator shall have the exclusive
discretion to determine when the Optionee is no longer an active Service
Provider for purposes of this Option; and

    


    15.           this
Option and the benefits under the Plan, if any, will not automatically transfer
to another company in the case of a merger, takeover or transfer of
liability.

    


    I.         
    No Advice Regarding
Grant.

    


    The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding the Optionee’s participation in the Plan,
or the Optionee’s acquisition or sale of the underlying
Shares.  Optionee is hereby advised to consult with his or her own
personal tax, legal and financial advisors regarding his or her participation in
the Plan before taking any action related to the Plan.

    


    J.           Data
Privacy.

    


    
      The
Optionee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of his or her personal data as described
in this Option Agreement and any other Option materials by and among, as
applicable, the Employer, the Company and any Affiliate for the exclusive
purpose of implementing, administering and managing the Optionee’s participation
in the Plan.

    

    


    
      The
Optionee understands that the Company and the Employer may hold certain personal
information about him or her, including, without limitation, the Optionee’s
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all stock options or any other
entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Optionee’s favor, for the exclusive purposes of implementing,
administering and managing the Plan (“Data”).

    

    


    
      The
Optionee understands that Data will be transferred to the Company’s broker, or
such other stock plan service provider as may be selected by the Company in the
future, which is assisting the Company with the implementation, administration
and management of the Plan.  The Optionee understands that the
recipients of the Data may be located in the United States or elsewhere, and
that the recipients’ country (e.g., the United States) may have different data
privacy laws and protections than the Optionee’s country.  The
Optionee understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting his or her local
human resources representative.  The Optionee authorizes the Company,
the Company’s broker and any other third parties which may assist the Company
(presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the sole purposes of implementing, administering and managing
the Optionee’s participation in the Plan.  The Optionee understands
that Data will be held only as long as is necessary to implement, administer and
manage the Optionee’s participation in the Plan.  The Optionee
understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case
without cost, by contacting in writing his or her local human resources
representative.  The Optionee understands, however, that refusing or
withdrawing his or her consent may affect his or her ability to participate in
the Plan.  For more information on the consequences of his or her
refusal to consent or withdrawal of consent, the Optionee understands that he or
she may contact his or her local human resources
representative.

    


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    K.      
      Language.

    


    If the
Optionee has received this Option Agreement or any other documents related to
the Plan translated into a language other than English and if the meaning of the
translated version differs from the English version, the English version shall
control.

    


    L.        
    Electronic
Delivery.

    


    The
Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means.  The
Optionee hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an online or electronic system
established and maintained by the Company or a third party designated by the
Company.

    


    M.           Severability.

    


    The
provisions of this Option Agreement, including the Appendix, are severable, and
if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.

    


    N.           Appendix.

    


    Notwithstanding
any provisions in this Option Agreement, this Option shall be subject to any
special terms and conditions for the Optionee’s country set forth in the
Appendix.  Moreover, if the Optionee relocates to one of the countries
included in the Appendix, the special terms and conditions for such country
shall apply to the Optionee, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable in order to
comply with Applicable Laws or facilitate the administration of the
Plan.  The Appendix constitutes part of this Option
Agreement.

    


    O.     
      Imposition of Other
Requirements.

    


    The
Company reserves the right to impose other requirements on the Optionee’s
participation in the Plan, on this Option and on any Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with Applicable Laws or facilitate the administration of the Plan, and
to require the Optionee to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.

    


    P.        
    Entire Agreement; Governing
Law; Venue.

    


    
      The Plan
is incorporated herein by reference.  The Plan and this Option
Agreement, including the Appendix, 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 the 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
the Optionee.  This agreement is governed by the internal substantive
laws, but not the choice of law rules, of the state of
California.

    

    


    
      For
purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Option or this Option Agreement,
the parties hereby submit to and consent to the exclusive jurisdiction of the
State of California and agree that such litigation shall be conducted only in
the courts of Santa Clara County, California, or the federal courts for the
United States for the Northern District of California, and no other courts,
where this grant is made and/or to be performed.

    


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    


    BY
THE OPTIONEE’S SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE
BELOW, THE 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,
INCLUDING THE APPENDIX.  THE OPTIONEE HAS REVIEWED THE PLAN AND THIS
OPTION AGREEMENT, INCLUDING THE APPENDIX, 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,
INCLUDING THE APPENDIX.  THE 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,
INCLUDING THE APPENDIX.  THE OPTIONEE FURTHER AGREES TO NOTIFY THE
COMPANY UPON ANY CHANGE IN THE RESIDENCE ADDRESS INDICATED BELOW.

    


    
      	
              OPTIONEE:

            	 
      	
              TRIMBLE
      NAVIGATION LIMITED

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Signature

            	 
      	
              By

            
	 
      	 
      	 
      
	 
      	 
      	
              Steven W. Berglund

            
	
              Print
      Name

            	 
      	
              Print
      Name

            
	 
      	 
      	 
      
	 
      	 
      	
              President & CEO

            
	
              Residence
      Address

            	 
      	
              Title

            


    

    



    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    APPENDIX
TO

    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 2002 STOCK PLAN

    STOCK
OPTION AGREEMENT

    (NON-U.S.
OPTIONEES)

    


    TERMS
AND CONDITIONS

    


    This
Appendix, which is part of the Option Agreement, includes additional terms and
conditions that govern this Option and that will apply to the Optionee if he or
she is in one of the countries listed below.  Unless otherwise defined
herein, capitalized terms set forth in this Appendix shall have the meanings
ascribed to them in the Plan or the Option Agreement.

    


    NOTIFICATIONS

    


    This
Appendix also includes information regarding securities, exchange control and
certain other issues of which the Optionee should be aware with respect to his
or her participation in the Plan.  The information is based on the
securities, exchange control and other laws in effect in the respective
countries as of March 2009.  Such laws are often complex and change
frequently.  As a result, the Company strongly recommends that the
Optionee not rely on the information in this Appendix as the only source of
information relating to the consequences of his or her participation in the Plan
because such information may be outdated when he or she exercise this Option
and/or sells any Shares acquired at exercise.

    


    In
addition, the information contained herein is general in nature and may not
apply to the Optionee’s particular situation.  As a result, the
Company is not in a position to assure the Optionee of any particular
result.  The Optionee therefore is advised to seek appropriate
professional advice as to how the relevant laws in his or her country may apply
to his or her particular situation.

    


    Finally,
if the Optionee is a citizen or resident of a country other than that in which
the Optionee currently is working, the information contained herein may not
apply to him or her.

    


    AUSTRALIA

    


    TERMS
AND CONDITIONS

    


    Australian
Addendum.  The Optionee understands and agrees that his or her
right to participate in the Plan and any Option granted under the Plan are
subject to an Australian Addendum to the Plan.  This Option is subject
to the terms and conditions stated in the Australian Addendum, the Offer
Document, the Plan and the Option Agreement.

    


    Right to Exercise.
Notwithstanding Paragraph B.1 of the Option Agreement and consistent with
Section 7(e) of the Plan, the Optionee may not exercise any portion of this
Option unless and until the Fair Market Value (as defined in Section 2(u) of the
Plan) per Share underlying this Option on the date of exercise equals or exceeds
the Exercise Price per Share pursuant to the procedures established by the
Company to determine the length of time that the Fair Market Value must trade at
or above the Exercise Price per Share to meet this requirement.


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    


    NOTIFICATIONS

    


    Securities Law
Notification.  If the Optionee acquires Shares under the Plan
and offers the Shares for sale to a person or entity resident in Australia, the
offer may be subject to disclosure requirements under Australian law, and the
Optionee should obtain legal advice regarding any applicable disclosure
obligations prior to making any such offer.

    


    Exchange Control
Notification.  Exchange control reporting is required for cash
transactions exceeding A$10,000 and international fund transfers.  The
Australian bank assisting with the transaction will file the report for the
Optionee.  If there is no Australian bank involved in the transfer,
the Optionee will be required to file the report him/herself.

    


    BELGIUM

    


    TERMS
AND CONDITIONS

    


    Tax
Considerations.  This Option must be accepted in writing either
(a) within 60 days of the offer (for tax at offer), or (b) more than 60 days
after the offer (for tax at exercise).  The Optionee will receive a
separate offer letter, acceptance form and undertaking form in addition to the
Option Agreement.  The Optionee should refer to the offer letter for a
more detailed description of the tax consequences of choosing to accept this
Option.  The Optionee should consult his or her personal tax advisor
with respect to completion of the additional forms.

    


    NOTIFICATIONS

    


    Tax Reporting
Notification.  The Optionee is required to report any taxable
income attributable to this Option on his or her annual tax
return.  The Optionee also is required to report any bank accounts
opened and maintained outside of Belgium on his or her annual tax
return.

    


    CANADA

    


    TERMS
AND CONDITIONS

    


    Termination
Period.  The following provision replaces the first sentence of
the “Termination Period” provision in Part I of the Option
Agreement:

    


    This
Option may be exercised for three (3) months after the date that is the earlier
of (i) the date on which the Optionee receives notice of termination of his or
her status as an active Service Provider; or (ii) the date on which the Optionee
ceases to be a Service Provider.

    


    The
following provisions apply if the Optionee is in Quebec:

    


    Consent to Receive
Information in English.  The parties acknowledge that it is
their express wish that the Option Agreement, as well as all documents, notices
and legal proceedings entered into, given or instituted pursuant hereto or
relating directly or indirectly hereto, be drawn up in English.

    


    Les
parties reconnaissent avoir exigé la rédaction en anglais de cette convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

    


    Data
Privacy.  The following provision supplements Paragraph J of
the Option Agreement:


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    


    The
Optionee hereby authorizes the Company and the Company’s representatives to
discuss and obtain all relevant information from all personnel, professional or
non-professional, involved in the administration of the Plan.  The
Optionee further authorizes the Company, the Employer and/or any Affiliate to
disclose and discuss such information with their advisors.  The
Optionee also authorizes the Company, the Employer and/or any Affiliate to
record such information and to keep such information in the Optionee’s
employment file.

    


    CHINA

    


    TERMS
AND CONDITIONS

    


    Method of
Payment.  Notwithstanding Paragraph C of the Option Agreement,
due to exchange control and securities restrictions in China, when the Optionee
exercises the Option, the Optionee must use a cashless exercise program
implemented by the Company in connection with the Plan whereby the Optionee
makes an irrevocable election to exercise this Option as to all the Optioned
Stock by instructing the Company’s broker to sell all the Exercised Shares and
to remit the proceeds, less any Tax-Related Items and brokerage fees to the
Optionee in cash (a “Cashless Sell-All Exercise”).  The Company
reserves the right to permit the Optionee to exercise by means other than the
Cashless Sell-All Exercise depending on developments in local laws.

    


    Repatriation Requirement for
PRC Nationals.  The Optionee understands and agrees that, due
to exchange control laws in China, the Optionee may be required to repatriate
immediately to China the proceeds from the Cashless Sell-All Exercise of this
Option.  The Optionee further understands that such repatriation of
the proceeds may need to be effectuated through a special foreign exchange
account established by the Employer, the Company or an Affiliate in China, and
the Optionee hereby consents and agrees that the proceeds from the Cashless
Sell-All Exercise may be transferred to such special account prior to being
delivered to the Optionee’s personal account.  In addition, the
Optionee understands that, if proceeds from the Cashless Sell-All Exercise are
converted to local currency, there may be delays in delivering the proceeds to
the Optionee, and the Company does not guarantee any particular exchange rate
and/or date on which funds will be converted.

    


    CZECH
REPUBLIC

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Proceeds from the sale of Shares may be held in a
cash account outside of the Czech Republic, and the Optionee no longer needs to
report the opening and maintenance of a foreign account to the Czech National
Bank (the “CNB”), unless the CNB specifically notifies the Optionee that such
reporting will be required.  Upon request of the CNB, the Optionee may
need to file a notification within 15 days after the end of the calendar quarter
in which he or she purchases Shares.

    


    FRANCE

    


    TERMS
AND CONDITIONS

    


    Option Not
Tax-Qualified.  The Optionee understands that this Option is
not intended to be French tax-qualified.

    


    Consent to Receive
Information in English.  By accepting this Option, the Optionee
confirms that he or she has read and understood the documents relating to the
Option (the Option Agreement and the Plan), which were provided in the English
language.  The Optionee accepts the terms of these documents
accordingly.


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    


    En
acceptant cette Option, le Bénéficiaire d'Options confirme qu'il ou qu'elle a lu
et compris les documents afférents à l'Option (le Contrat d'Options et le Plan),
qui sont produits en langue anglaise. Le Bénéficiaire d'Options accepte les
dispositions de ces documents en connaissance de cause.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  If the Optionee imports or exports cash (e.g., sales proceeds received
under the Plan) with a value equal to or exceeding €7,600 and does not use a
financial institution to do so, he or she must submit a report to the customs
and excise authorities.  If the Optionee maintains a foreign bank
account, he or she is required to report the maintenance of such to the French
tax authorities when filing his or her annual tax return.

    


    GERMANY

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Cross-border payments in excess of €12,500 must
be reported monthly to the German Federal Bank.  If the Optionee uses
a German bank to transfer a cross-border payment in excess of €12,500 in
connection with the sale of Shares acquired under the Plan, the bank will make
the report for the Optionee.  In addition, the Optionee must report
any receivables or payables or debts in foreign currency exceeding an amount of
€5,000,000 on a monthly basis.

    


    INDIA

    


    TERMS
AND CONDITIONS

    


    Payment
Method.  The Optionee understands and agrees that, if he or she
elects to pay the Exercise Price by means of a cashless exercise program
implemented by the Company in connection with the Plan, he or she will not be
permitted to engage in a “cashless sell-to-cover” exercise whereby a portion of
Exercised Shares are sold at exercise to cover the Exercise Price, Tax-Related
Items, including FBT, and brokerage fees.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Please note that proceeds from the sale of Shares
must be repatriated to India within a reasonable period of time (i.e., two
weeks).  Optionee should obtain a foreign inward remittance
certificate (“FIRC”) from the bank for his or her records to document compliance
with this requirement, in case evidence of such repatriation is requested by the
Reserve Bank of India or the Employer.

    


    ITALY

    


    TERMS
AND CONDITIONS

    


    Method of
Payment.  Notwithstanding Paragraph C of the Option Agreement,
due to financial regulations in Italy, when the Optionee exercises the Option,
the Optionee must use a cashless exercise program implemented by the Company in
connection with the Plan whereby the Optionee makes an irrevocable election to
exercise this Option as to all the Optioned Stock by instructing the Company’s
broker to sell all the Exercised Shares and to remit the proceeds, less any
Tax-Related Items and brokerage fees to the Optionee in cash (a “Cashless
Sell-All Exercise”).  The Company reserves the right to permit the
Optionee to exercise by means other than the Cashless Sell-All Exercise
depending on developments in local laws.


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    


    Data Privacy Notice and
Consent.  The following provision replaces Paragraph J of the
Option Agreement:

    


    The
Optionee hereby explicitly and unambiguously consents to the collection, use,
processing and transfer, in electronic or other form, of his or her personal
data as described in this section of this Appendix by and among, as applicable,
the Employer, the Company and any Affiliate for the exclusive purposes of
implementing, administering, and managing the Optionee’s participation in the
Plan.

    


    The
Optionee understands that the Employer, the Company and any Affiliate hold
certain personal information about him or her, including, without limitation,
the Optionee’s name, home address and telephone number, date of birth, social
insurance or other identification number, salary, nationality, job title, any
Shares or directorships held in the Company or any Affiliate, details of all
stock options or any other entitlement to Shares awarded, canceled, exercised,
vested, unvested or outstanding in the Optionee’s favor, for the exclusive
purpose of implementing, managing and administering the Plan
(“Data”).

    


    The
Optionee also understands that providing the Company with Data is necessary for
the performance of the Plan and that his or her refusal to provide such Data
would make it impossible for the Company to perform its contractual obligations
and may affect the Optionee’s ability to participate in the Plan.  The
Controller of personal data processing is Trimble Navigation Limited, with
registered offices at 935 Stewart Drive, Sunnyvale, California 94085, United
States of America, and, pursuant to Legislative Decree no. 196/2003, its
representative in Italy is Trimble Italia SrL, Centro Torri Bianche, Palazzo
Larice, 3, 20059 Vimercate (MI), Italy.

    


    The
Optionee understands that Data will not be publicized, but it may be transferred
to banks, other financial institutions, or brokers involved in the management
and administration of the Plan.  The Optionee understands that Data
may also be transferred to the Company’s independent registered public
accounting firm Ernst & Young LLP, or such other public accounting firm that
may be engaged by the Company in the future.  The Optionee further
understands that the Company, the Employer and/or any Affiliate will transfer
Data among themselves as necessary for the purposes of implementing,
administering and managing the Optionee’s participation in the Plan, and that
the Company, the Employer and/or Affiliate may each further transfer Data to
third parties assisting the Company in the implementation, administration, and
management of the Plan, including any requisite transfer of Data to a broker or
other third party with whom the Optionee may elect to deposit any Shares
acquired under the Plan.  Such recipients may receive, possess, use,
retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing the Optionee’s participation in the
Plan.  The Optionee understands that these recipients may be located
in or outside of the European Economic Area, such as in the United States or
elsewhere.  Should the Company exercise its discretion in suspending
all necessary legal obligations connected with the management and administration
of the Plan, it will delete Data as soon as it has completed all the necessary
legal obligations connected with the management and administration of the
Plan.

    


    The
Optionee understands that Data-processing related to the purposes specified
above shall take place under automated or non-automated conditions, anonymously
when possible, that comply with the purposes for which Data is collected and
with confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.


    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    


    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable local laws and regulations, does not require the
Optionee’s consent thereto, as the processing is necessary to the performance of
contractual obligations related to implementation, administration, and
management of the Plan.  The Optionee understands that, pursuant to
Section 7 of the Legislative Decree no. 196/2003, he or she has the right,
without limitation, to access, delete, update, correct, or terminate, for
legitimate reason, the Data-processing.  Furthermore, the Optionee is
aware that Data will not be used for direct-marketing purposes.  In
addition, Data provided can be reviewed and questions or complaints can be
addressed by contacting the Optionee’s local human resources
representative.

    


    Plan Document
Acknowledgment.  In accepting this Option, the Optionee
acknowledges that he or she has received a copy of the Plan and the Option
Agreement and has reviewed the Plan and the Option Agreement, including this
Appendix, in their entirety and fully understands and accepts all provisions of
the Plan and the Option Agreement, including this Appendix.

    


    The
Optionee acknowledges that he or she has read and specifically approves the
following provisions of the Option Agreement: the “Termination Period” provision
in Part I; Paragraph F, “Tax Obligations”; Paragraph G, “No Guarantee of
Continued Service”: Paragraph H, “Nature of Option Grant”; Paragraph I, “No
Advice Regarding Grant”; Paragraph K, “Language”; Paragraph P, “Entire
Agreement; Governing Law; Venue”; and the “Data Privacy Notice and Consent” in
this Appendix.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  The Optionee is required to report in his or her
annual tax return: (a) any transfers of cash or Shares to or from Italy
exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign
investments or investments (including proceeds from the sale of Shares acquired
under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount
in U.S. dollars, if the investment may give rise to income in
Italy.  The Optionee is exempt from the formalities in (a) if the
investments are made through an authorized broker resident in Italy, as the
broker will comply with the reporting obligation on the Optionee’s
behalf.

    


    JAPAN

    


    NOTIFICATIONS

    


    Exchange Control
Information.  If the Optionee acquires Shares valued at more
than ¥100,000,000 in a single transaction, the Optionee must file a Securities
Acquisition Report with the Ministry of Finance through the Bank of Japan within
20 days of the purchase of the Shares.

    


    In
addition, if the Optionee pays more than ¥30,000,000 in a single transaction for
the purchase of Shares when the Optionee exercises the Option, the Optionee must
file a Payment Report with the Ministry of Finance through the Bank of Japan by
the 20th day of the month following the month in which the payment was
made.  The precise reporting requirements vary depending on whether or
not the relevant payment is made through a bank in Japan.

    


    A Payment
Report is required independently from a Securities Acquisition
Report.  Therefore, if the total amount that the Optionee pays upon a
one-time transaction for exercising the Option and purchasing Shares exceeds
¥100,000,000, the Optionee must file both a Payment Report and a Securities
Acquisition Report.


    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    


    KOREA

    


    NOTIFICATIONS

    


    Exchange Control
Information.  To remit funds out of Korea to exercise the
Option by paying the Exercise Price with cash, the Optionee must obtain a
confirmation of the remittance by a foreign exchange bank in
Korea.  This is an automatic procedure (i.e., the bank does not need
to approve the remittance and the process should not take more than a
day).  The Optionee likely will need to present to the bank processing
the transaction supporting documentation evidencing the nature of the
remittance.  If the Optionee receives US$500,000 or more from the sale
of Shares, Korean exchange control laws require the Optionee to repatriate the
proceeds to Korea within 18 months of the sale.

    


    NETHERLANDS

    


    NOTIFICATIONS

    


    Securities Law
Information.  The Optionee should be aware of Dutch
insider-trading rules, which may impact the sale of Shares acquired under the
Plan.  In particular, the Optionee may be prohibited from effectuating
certain transactions if he or she has inside information regarding the
Company.

    


    By
accepting the grant of this Option and participating in the Plan, the Optionee
acknowledges having read and understood this Securities Law Information and
further acknowledges that it is the Optionee’s responsibility to comply with the
following Dutch insider-trading rules.

    


    Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “inside information” related to an issuing company is prohibited from
effectuating a transaction in securities in or from the
Netherlands.  “Inside information” is defined as knowledge of details
concerning the issuing company to which the securities relate, which is not
public and which, if published, would reasonably be expected to affect the stock
price, regardless of the development of the price.  The insider could
be a Service Provider in the Netherlands who has inside information as described
herein.

    


    Given the
broad scope of the definition of inside information, certain Service Providers
working in the Netherlands (possibly including the Optionee) may have inside
information and, thus, would be prohibited from effectuating a transaction in
securities in the Netherlands at a time when the Optionee had such inside
information.

    


    NEW
ZEALAND

    


    TERMS
AND CONDITIONS

    


    Securities Law
Acknowledgment.  The Optionee acknowledges that he or she will
receive the following documents in connection with the offer to purchase shares
at exercise of this Option:

    


    
      	
               
      

            	
              (i)

            	
              the
      Option Agreement, including this Appendix, which sets forth the terms and
      conditions of this Option;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      copy of the Company’s most recent annual report and most recent financial
      reports have been made available to the Optionee to enable the Optionee to
      make informed decisions concerning participation in the Plan;
      and

            


    


    
      
         


      

      
        -42-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              a
      copy of the description of the Plan (the “Description”) (i.e., the Company’s
      Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as
      amended), and the Company will provide any attachments or documents
      incorporated by reference into the Description upon written
      request.  The documents incorporated by reference into the
      Description are updated periodically.  Should the Optionee
      request copies of the documents incorporated by reference into the
      Description, the Company will provide the Optionee with the most recent
      documents incorporated by
reference.

            


    

    


    RUSSIA

    


    TERMS
AND CONDITIONS

    


    U.S.
Transaction.  The Optionee understands that this Option shall
be valid and this Option Agreement shall be concluded and become effective only
when the executed Option Agreement is received by the Company in the United
States.  Upon exercise of the Option, any Shares to be issued to the
Optionee shall be delivered to Optionee through a bank or brokerage account in
the United States.

    


    NOTIFICATIONS

    


    Securities Law
Information.  This Appendix, the Option Agreement, the Plan and
any other materials that the Optionee may receive regarding participation in the
Plan do not constitute advertising or an offering of securities in
Russia.  The issuance of securities pursuant to the Plan has not and
will not be registered in Russia; hence, the securities described in any
Plan-related documents may not be used for offering the securities or public
circulation in Russia.

    


    Exchange Control
Information.  To remit funds out of Russia to exercise the
Option by paying the Exercise Price with cash, the Optionee must remit the funds
from a foreign currency account at an authorized bank in Russia.  This
requirement does not apply if the Optionee pays the Exercise Price by means of a
cashless exercise program implemented by the Company in connection with the
Plan, such that there is no remittance of funds out of Russia.

    


    Under
current exchange control regulations, within a reasonably short time after sale
of the Shares acquired under the Plan, the Optionee must repatriate the sale
proceeds to Russia.  Such sale proceeds must be initially credited to
the Optionee through a foreign currency account at an authorized bank in
Russia.  After the sale proceeds are initially received in Russia,
they may be remitted further to foreign banks in accordance with Russian
exchange control laws, subject to the following limitations: (i) the foreign
account may be opened only for individuals; (ii) the foreign account may not be
used for business activities; (iii) the Optionee must give notice to the Russian
tax authorities about the opening/closing of each foreign account within one
month of the account opening/closing; and (iv) the Optionee must notify the
Russian tax authorities of the account balances on his or her foreign accounts
as of the beginning of each calendar year.

    


    SINGAPORE

    


    NOTIFICATIONS

    


    Securities Law
Information.  This Option is being granted on a private basis
and is, therefore, exempt from registration in Singapore.

    


    Director Notification
Requirement.  If the Optionee is a director, associate director
or shadow director of a Singaporean Affiliate, he or she must notify the
Singaporean Affiliate in writing within two days of receiving or disposing of an
interest (e.g., this
Option) in the Company or an Affiliate, or within two days of becoming a
director if such an interest exists at the time.


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    


    SPAIN

    


    TERMS
AND CONDITIONS

    


    Nature of Option
Grant.  This provision supplements Paragraph H of the Option
Agreement:

    


    In
accepting this Option, the Optionee consents to participation in the Plan and
acknowledges that he or she has received a copy of the Plan.

    


    The
Optionee understands that the Company has unilaterally, gratuitously and in its
own discretion decided to grant stock options under the Plan to certain Service
Providers throughout the world.  The decision is a limited decision
that is entered into upon the express assumption and condition that any grant
will not bind the Company or an Affiliate, other than as set forth in the Option
Agreement.  Consequently, the Optionee understands that this Option is
granted on the assumption and condition that this Option and any Shares acquired
upon exercise of this Option are not a part of any employment contract (either
with the Company or an Affiliate) and shall not be considered a mandatory
benefit, salary for any purposes (including severance compensation), or any
other right whatsoever.  Furthermore, the Optionee understands that he
or she will not be entitled to continue vesting in this Option once his or her
relationship with the Company or an Affiliate as a Service Provider
ceases.  In addition, the Optionee understands that this Option would
not be granted but for the assumptions and conditions referred to above; thus,
the Optionee acknowledges and freely accepts that should any or all of the
assumptions be mistaken, or should any of the conditions not be met for any
reason, any grant of or right to this Option shall be null and
void.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  The Optionee must declare the acquisition of
Shares to the Direccion
General de Política Comercial y de Inversiones Extranjeras (the “DGPCIE”)
of the Ministerio de
Economia for statistical purposes.  The Optionee must also
declare ownership of any Shares with the Directorate of Foreign Transactions
each January while the Shares are owned.  In addition, if the Optionee
wishes to import the ownership title of the Shares (i.e., share certificates)
into Spain, he or she must declare the importation of such securities to the
DGPCIE.

    


    When
receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale
proceeds), the Optionee must inform the financial institution receiving the
payment of the basis upon which such payment is made.  The Optionee
will need to provide the institution with the following information:
(i) the Optionee’s name, address, and fiscal identification number;
(ii) the name and corporate domicile of the Company; (iii) the amount
of the payment; (iv) the currency used; (v) the country of origin;
(vi) the reasons for the payment; and (vii) any further information
that may be required.

    


    SWEDEN

    


    There are
no country-specific terms and conditions.


    
      
         


      

      
        -44-

        
          

        

      

      
         


      

    


    THAILAND

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Under current exchange control regulations, the
Optionee may remit funds up to US$1,000,000 per year to invest in securities
abroad by submitting an application to an authorized agent (i.e., a commercial bank
authorized by the Bank of Thailand to engage in the purchase, exchange and
withdrawal of foreign currency).  Thus, if the Optionee exercises this
Option by paying the Exercise Price in cash, he or she will be required to
execute certain documents and submit them, together with certain documents
relating to the Plan, to an authorized commercial bank.

    


    If the
Optionee exercises this Option by means of a cashless exercise program
implemented by the Company in connection with the Plan, no submission to a
commercial bank must be made since no funds will be remitted out of
Thailand.

    


    The
Optionee must repatriate all cash proceeds received from participation in the
Plan to Thailand and convert such proceeds to Thai Baht within 360 days of
repatriation or deposit the funds in a foreign exchange account with a Thai
bank.  If the amount of the proceeds is equal to or greater than
US$20,000, the Optionee must specifically report the inward remittance to the
Bank of Thailand on a Foreign Exchange Transaction Form.

    


    UNITED ARAB
EMIRATES

    


    There are
no country-specific provisions.

    


    UNITED
KINGDOM

    


    TERMS
AND CONDITIONS

    


    Joint
Election.  As a condition of participation in the Plan and the
exercise of this Option, the Optionee agrees to accept any liability for
secondary Class 1 National Insurance contributions which may be payable by the
Company and/or the Employer in connection with this Option and any event giving
rise to Tax-Related Items (the “Employer NICs”).  Without prejudice to
the foregoing, the Optionee agrees to execute a joint election with the Company,
the form of such joint election having been approved formally by Her Majesty’s
Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required
consent or election.  The Optionee further agrees to execute such
other joint elections as may be required between the Optionee and any successor
to the Company or the Employer.  The Optionee further agrees that the
Company or the Employer may collect the Employer NICs from the Optionee by any
of the means set forth in Paragraph F of the Option Agreement.

    


    If
the Optionee does not enter into a Joint Election prior to the exercise of this
Option, he or she will not be entitled to exercise this Option unless and until
he or she enters into a Joint Election, and no Shares will be issued to the
Optionee under the Plan, without any liability to the Company or the
Employer.

    


    Tax
Obligations.  The following provision supplements Paragraph F
of the Option Agreement:

    


    The
Optionee agrees that, if he or she does not pay or the Company or the Employer
does not withhold from the Optionee, the full amount of Tax-Related Items that
the Optionee owes upon exercise of this Option, or the release or assignment of
this Option for consideration, or the receipt of any other benefit in connection
with this Option (the “Taxable Event”) within 90 days after the Taxable Event,
or such other period specified in Section 222(1)(c) of the U.K. Income Tax
(Earnings and Pensions) Act 2003, the amount that should have been withheld
shall constitute a loan owed by the Optionee to the Company and/or the Employer,
effective 90 days after the Taxable Event.  The Optionee agrees that
the loan will bear interest at the official HMRC rate and immediately will be
due and repayable by Optionee, and the Company and/or the Employer may recover
it at any time thereafter by withholding such amount from salary, bonus or any
other funds due to the Optionee by the Company or the Employer, by withholding
in Shares issued upon exercise of this Option or from the cash proceeds from the
sale of Shares or by demanding cash or a check from the Optionee.  The
Optionee also authorizes the Company to delay the issuance of any Shares to the
Optionee unless and until the loan is repaid in full.


    
      
         


      

      
        -45-

        
          

        

      

      
         


      

    


    Notwithstanding
the foregoing, if the Optionee is a director or an executive officer within the
meaning of Section 13(k) of the Exchange Act, the terms of the immediately
foregoing provision will not apply.  In the event that the Optionee is
a director or an executive officer and Tax-Related Items are not collected
within 90 days of the Taxable Event, the amount of any uncollected Tax-Related
Items may constitute a benefit to the Optionee on which additional income tax
and National Insurance contributions may be payable.  The Optionee
acknowledges that he or she will be responsible for reporting any income tax and
National Insurance contributions (including Employer NICs) due on this
additional benefit directly to HMRC under the self-assessment
regime.


    
      
         


      

      
        -46-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 2002 STOCK PLAN

    


    RESTRICTED
STOCK UNIT AWARD AGREEMENT

     (U.S.
AWARDEES)

    


    Unless
otherwise defined herein, the capitalized terms used in this Award Agreement
shall have the same defined meanings as set forth in the Trimble Navigation
Limited Amended and Restated 2002 Stock Plan (the “Plan”).

    


    Name:

    


    Address:

    


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

    


    
      	
              Award
      Number

            	 
      
	 
      	 
      
	
              Award
      Date

            	 
      
	 
      	 
      
	
              Total
      Number of Restricted Stock Units Awarded

            	 
      


    

    


    Vesting
Schedule

    


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

    


    Settlement

    


    For each
vested Restricted Stock Unit, you shall be entitled to receive (a) a number of
whole Shares equal to the number of Restricted Stock Units vesting on such
vesting date, or (b) a cash payment equal to the product of the number of
Restricted Stock Units vesting on such vesting date and the Fair Market Value of
one Share on such vesting date or (c) a combination of the
foregoing.  Such payment shall be made in the form of whole Shares,
cash or a combination of the foregoing at the Company’s discretion under the
terms of the Plan, on or as soon as practicable, but no later than 60 days,
following the date of vesting.

    


    Forfeiture

    


    Upon the
date that you cease to be a Service Provider, for any reason, all unvested
Restricted Stock Units shall be forfeited.  The date of ceasing to be
a Service Provider will not be extended to include any notice of termination or
similar period and shall be considered ceased on the last active day of service
for the purposes of the Plan.


    
      
         


      

      
        -47-

        
          

        

      

      
         


      

    


    
      Tax
Obligations

    

    


    Regardless
of any action the Company and/or your actual
employer, if the Company is not your employer (collectively, the “Company”),
takes with respect to any or all income tax, social security, payroll tax,
payment on account or other tax-related items related to your participation in
the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge
that the ultimate liability for all Tax-Related Items is and remains your
responsibility and may exceed the amount actually withheld by the
Company.  You further acknowledge that the Company (1) makes no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Restricted Stock Units, including, but not
limited to, the grant, vesting or settlement of the Restricted Stock Units, the
issuance of Shares upon settlement of the Restricted Stock Units, the subsequent
sale of Shares acquired pursuant to such issuance and the receipt of any
dividends and/or any dividend equivalents; and (2) does not commit to and
is under no obligation to structure the terms of the grant or any aspect of the
Restricted Stock Units reduce or eliminate your liability for Tax-Related Items
or achieve any particular tax result.  Further, if you have become
subject to tax in more than one jurisdiction between the Award Date and the date
of any relevant taxable event, you acknowledge that the Company may be required to
withhold or account for Tax-Related Items in more than one
jurisdiction.

    


    Prior to
any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company to satisfy all
Tax-Related Items.  In this regard, you authorize the Company, or its
agents, at its discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the following:

    


    
      	
               
      

            	
              (a)

            	
              withholding
      from your wages or other cash compensation paid to you by the Company;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              withholding
      from proceeds of the sale of the Shares acquired upon vesting/settlement
      of the Restricted Stock Units, either through a voluntary sale or through
      a mandatory sale arranged by the Company (on your behalf
      pursuant to this authorization); or

            


    

    


    
      	
               
      

            	
              (c)

            	
              withholding
      in Shares to be issued upon vesting/settlement or from the cash payment
      received at settlement (if any) of the Restricted Stock
    Units.

            


    

    


    To avoid
negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you
are deemed to have been issued the full number of Shares subject to the vested
Restricted Stock Units, notwithstanding that a number of Shares are held back
solely for the purpose of paying the Tax-Related Items due as a result of any
aspect of your participation in the Plan.

    


    Finally,
you shall pay to the Company any amount of Tax-Related Items that the Company
may be required to withhold or account for as a result of your participation in
the Plan that cannot be satisfied by the means previously
described.  The Company may refuse to issue or deliver the Shares, any
cash payments receivable at settlement or the proceeds of the sale of Shares, if
you fail to comply with your obligations in connection with the Tax-Related
Items.


    
      
         


      

      
        -48-

        
          

        

      

      
         


      

    


    NO GUARANTEE OF CONTINUED
SERVICE

    


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

    


    
      	
               
      

            	
              Nature of
      Grant

            


    

    


    In
accepting the grant, you acknowledge that:

    


    (1)      
     the Plan is established voluntarily by the
Company, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Company at any time;

    


    (2)     
      the grant of the Restricted Stock Units is
voluntary and occasional and does not create any contractual or other right to
receive future grants of Restricted Stock Units, or benefits in lieu of
Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past;

    


    (3)     
      all decisions with respect to future
Restricted Stock Units grants, if any, will be at the sole discretion of the
Company;

    


    (4)    
       your participation in the Plan shall
not create a right to further employment with the Company or any Affiliate and
shall not interfere with the ability of the Company or an Affiliate, as
applicable, to terminate your Service Provider relationship at any
time;

    


    (5)      
     you are voluntarily participating in the
Plan;

    


    (6)  
         the Restricted Stock Units
and the Shares subject to the Restricted Stock Units are an extraordinary item
that does not constitute compensation of any kind for services of any kind
rendered to the Company or any Affiliate, and
which is outside the scope of your employment contract, if any;

    


    (7)     
      the Restricted Stock Units and the Shares
subject to the Restricted Stock Units are not intended to replace any pension
rights or compensation;

    


    (8)     
      the Restricted Stock Units and the Shares
subject to the Restricted Stock Units are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal,
end-of-service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or any
Affiliate;

    


    (9)        
   the Restricted Stock Units grant and your participation in the
Plan will not be interpreted to form an employment contract or relationship with
the Company or an Affiliate;

    


    (10)           the
future value of the underlying Shares is unknown and cannot be predicted with
certainty;


    
      
         


      

      
        -49-

        
          

        

      

      
         


      

    


    (11)          in
consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units resulting from termination of your employment with the
Company or any Affiliate (for any reason whatsoever and whether or not in breach
of local labor laws), and you irrevocably release the Company and your actual
employer, if the Company is not your employer, from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, you shall be deemed irrevocably to have
waived your entitlement to pursue such claim;

    


    (12)          in
the event of termination of your employment (whether or not in breach of local
labor laws), your right, if any, to vest in the Restricted Stock Units under the
Plan will terminate effective as of the date that you are no longer actively
employed and will not be extended by any notice period mandated under local law;
the Administrator shall have the exclusive discretion to determine when you are
no longer actively employed for purposes of your Restricted Stock Units grant;
and

     

    (13)          the
Restricted Stock Units and the benefits, if any, under the Plan will not
automatically transfer to another company in the case of a merger, take-over or
transfer of liability.

    


    No Advice Regarding
Grant

    


    The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding your participation in the Plan, or your
acquisition or sale of the underlying Shares.  You are hereby advised
to consult with your own personal tax, legal and financial advisors regarding
your participation in the Plan before taking any action related to the
Plan.

    


    No Shareholder Rights Prior
to Settlement

    


    You shall
have no rights of a shareholder (including the right to distributions or
dividends or to vote) unless and until Shares are issued pursuant to the terms
of this Award Agreement.

    


    Securities Law
Compliance

    


    Notwithstanding
anything to the contrary contained herein, no Shares will be issued to you upon
vesting of this Restricted Stock Unit unless the Shares subject to the
Restricted Stock Unit are then registered under the Securities Act of 1933, as
amended (the “Securities Act’), or, if such Shares are not so registered, the
Company has determined that such vesting and issuance would be exempt from the
registration requirements of the Securities Act.  By accepting the
Restricted Stock Units, you agree not to sell any of the Shares received under
this Award at a time when Applicable Laws or Company policies prohibit a
sale.

    


    Code Section
409A

    


    The
vesting and settlement of Restricted Stock Units awarded pursuant to this Award
Agreement are intended to qualify for the “short-term deferral” exemption from
Section 409A of the Code.  The Administrator reserves the right, to
the extent the Administrator deems necessary or advisable in its sole
discretion, to unilaterally amend or modify the Plan and/or this Award Agreement
to ensure that the Restricted Stock Units qualify for exemption from or comply
with Section 409A of the Code; provided, however, that the Company makes no
representations that the Restricted Stock Units will be exempt from Section 409A
of the Code and makes no undertaking to preclude Section 409A of the Code from
applying to these Restricted Stock Units.


    
      
         


      

      
        -50-

        
          

        

      

      
         


      

    


    
      Data
Privacy

    

    


    You
hereby explicitly and unambiguously consent to the collection, use and transfer,
in electronic or other form, of your personal data as described in this Award
Agreement and any other Restricted Stock Unit Award materials by and among, as
applicable, the Company and any Affiliate for the exclusive purposes of
implementing, administering and managing your participation in the
Plan.

    


    You
understand that the Company may hold certain personal information about you,
including, but not limited to, your name, home address and telephone number,
date of birth, social security number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Company, details of all Restricted Stock Units or any other entitlement to
shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
your favor, for the exclusive purpose of implementing, administering and
managing the Plan (“Data”).

    


    You
understand that Data will be transferred to the Company’s broker, or such other
stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and
management of the Plan.  You understand that the recipients of the
Data may be located outside the United States, and that the recipients’ country
may have different data privacy laws and protections than the United
States.  You understand that you may request a list with the names and
addresses of any potential recipients of the Data by contacting your local human
resources representative.  You authorize the Company, the Company’s
broker and any other third parties which may assist the Company (presently or in
the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
sole purpose of implementing, administering and managing your participation in
the Plan.  You understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the
Plan.  You understand that you may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing your local human resources
representative.  You understand, however, that refusing or withdrawing
your consent may affect your ability to participate in the Plan.  For
more information on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human resources
representative.

    


    
      Entire
Agreement

    

    


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

    


    
      Governing
Law

    

    


    This
Award of Restricted Stock Units and this Award Agreement are governed by, and
subject to, the internal substantive laws, but not the choice of law rules, of
the State of California.

    


    For
purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Award or this Award Agreement, the
parties hereby submit to and consent to the exclusive jurisdiction of the State
of California and
agree that such litigation shall be conducted only in the courts of Santa Clara
County, California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this grant is made and/or to
be performed.


    
      
         


      

      
        -51-

        
          

        

      

      
         


      

    


    
      Electronic
Delivery

    

    


    The
Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means.  You
hereby consent to receive such documents by electronic delivery and agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the Company.

    


    
      Severability

    

    


    The
provisions of this Award Agreement are severable, and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.

    


    
      Imposition of Other
Requirements

    

    


    The
Company reserves the right to impose other requirements on your participation in
the Plan, on the Restricted Stock Units and on any Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with local law or facilitate the administration of the Plan, and to
require you to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.

    


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

    


    
      	
              SERVICE
      PROVIDER:

            	 
      	
              TRIMBLE
      NAVIGATION LIMITED:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Signature:

            	 
      	
              By:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              PRINT
      NAME

            	 
      	
              PRINT
      NAME

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              Title

            
	 
      	 
      	 
      
	
              Residence
      Address

            	 
      	 
      


    


    
      
         


      

      
        -52-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 2002 STOCK PLAN

    


    RESTRICTED
STOCK UNIT AWARD AGREEMENT

    (NON-U.S.
AWARDEES)

    


    Unless
otherwise defined herein, the capitalized terms used in this Award Agreement
shall have the same defined meanings as set forth in the Trimble Navigation
Limited Amended and Restated 2002 Stock Plan (the “Plan”).

    


    Name:

    


    Address:

    


    You
have been awarded the right to receive Common Stock of the Company or a cash
equivalent, subject to the terms and conditions of the Plan and this Award
Agreement, including any special terms and conditions for your country in any
appendix attached hereto (the “Appendix”), as follows:

    


    
      	
              Award
      Number

            	 
      
	 
      	 
      
	
              Award
      Date

            	 
      
	 
      	 
      
	
              Total
      Number of Restricted Stock Units Awarded

            	 
      


    

    


    Vesting
Schedule

    


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

    


    Settlement

    


    For each
vested Restricted Stock Unit, you shall be entitled to receive (a) a number of
Shares equal to the number of Restricted Stock Units vesting on such vesting
date, or (b) a cash payment equal to the product of the number of Restricted
Stock Units vesting on such vesting date and the Fair Market Value of one Share
on such vesting date or (c) a combination of the foregoing.  Such
payment shall be made in the form of Shares, cash or a combination of the
foregoing at the Company’s discretion under the terms of the Plan, on or as soon
as practicable, but no later than 60 days, following the date of
vesting.

    


    Forfeiture

    


    Upon the
date that you cease to be a Service Provider, for any reason, all unvested
Restricted Stock Units shall be forfeited.  The date of ceasing to be
a Service Provider will not be extended to include any notice of termination or
similar period and shall be considered ceased on the last active day of service
for the purposes of the Plan.


    
      
         


      

      
        -53-

        
          

        

      

      
         


      

    


    Tax
Obligations

    


    Regardless
of any action the Company or your employer (the
“Employer”) takes with respect to any or all income tax, social insurance,
payroll tax, payment on account or other tax-related items related to your
participation in the Plan and legally applicable to you (“Tax-Related Items”),
you acknowledge that the ultimate liability for all Tax-Related Items is and
remains your responsibility and may exceed the amount actually withheld the
Company or the Employer.  You further acknowledge that the Company
and/or the Employer (1) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the
Restricted Stock Units, including, but not limited to, the grant, vesting or
settlement of the Restricted Stock Units, the issuance of Shares upon settlement
of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant
to such issuance and the receipt of any dividends and/or any dividend
equivalents; and (2) do not commit to and are under no obligation to
structure the terms of the grant or any aspect of the Restricted Stock Units
reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result.  Further, if you have become subject to tax in
more than one jurisdiction between the date of grant and the date of any
relevant taxable event, you acknowledge that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.

    


    Prior to
any relevant taxable or tax withholding event, as applicable, you will pay or
make adequate arrangements satisfactory to the Company and/or the Employer to
satisfy all Tax-Related Items.  In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to
satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:

    


    
      	
               
      

            	
              (d)

            	
              withholding
      from your wages or other cash compensation paid to you by the Company
      and/or the Employer; or

            


    

    


    
      	
               
      

            	
              (e)

            	
              withholding
      from proceeds of the sale of the Shares acquired upon vesting/settlement
      of the Restricted Stock Units either through a voluntary sale or through a
      mandatory sale arranged by the Company (on your behalf
      pursuant to this authorization); or

            


    

    


    
      	
               
      

            	
              (f)

            	
              withholding
      in Shares to be issued upon vesting/settlement or from the cash payment
      received at settlement (if any) of the Restricted Stock
    Units.

            


    

    


    To avoid
negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you
are deemed to have been issued the full number of Shares subject to the vested
Restricted Stock Units, notwithstanding that a number of Shares are held back
solely for the purpose of paying the Tax-Related Items due as a result of any
aspect of your participation in the Plan.

    


    Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a
result of your participation in the Plan that cannot be satisfied by the means
previously described.  The Company may refuse to issue or deliver the
Shares, any cash payments receivable at settlement or the proceeds of the sale
of Shares, if you fail to comply with your obligations in connection with the
Tax-Related Items.

    


    NO GUARANTEE OF CONTINUED
SERVICE

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


    
      
         


      

      
        -54-

        
          

        

      

      
         


      

    


    Nature of
Grant

    


    In
accepting the grant, you acknowledge that:

    


    (14)           the
Plan is established voluntarily by the Company, it is discretionary in nature
and it may be modified, amended, suspended or terminated by the Company at any
time;

    


    (15)           the
grant of the Restricted Stock Units is voluntary and occasional and does not
create any contractual or other right to receive future grants of Restricted
Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted
Stock Units have been granted repeatedly in the past;

    


    (16)           all
decisions with respect to future Restricted Stock Units grants, if any, will be
at the sole discretion of the Company;

    


    (17)           you
are voluntarily participating in the Plan;

    


    (18)           the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and
which is outside the scope of your employment contract, if any;

    


    (19)           the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
not intended to replace any pension rights or compensation;

    


    (20)           the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar
payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Employer, the Company or an
Affiliate;

    


    (21)           the
Restricted Stock Units grant and your participation in the Plan will not be
interpreted to form an employment contract or relationship with the Company or
any Affiliate;

    


    (22)           the
future value of the underlying Shares is unknown and cannot be predicted with
certainty;

    


    (23)           in
consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units resulting from termination of your employment with the
Company or the Employer (for any reason whatsoever and whether or not in breach
of local labor laws) and you irrevocably release the Company and the Employer from
any such claim that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, you shall be
deemed irrevocably to have waived your entitlement to pursue such
claim;

    


    (24)           in
the event of termination of your employment (whether or not in breach of local
labor laws), your right, if any, to vest in the Restricted Stock Units under the
Plan will terminate effective as of the date that you are no longer actively
employed and will not be extended by any notice period mandated under local law
(e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); the Administrator shall have the exclusive discretion to
determine when you are no longer actively employed for purposes of your
Restricted Stock Units grant; and


    
      
         


      

      
        -55-

        
          

        

      

      
         


      

    


    (25)           the
Restricted Stock Units and the benefits, if any, under the Plan will not
automatically transfer to another company in the case of a merger, take-over or
transfer of liability.

    


    No Advice Regarding
Grant

    


    The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding your participation in the Plan, or your
acquisition or sale of the underlying Shares.  You are hereby advised
to consult with your own personal tax, legal and financial advisors regarding
your participation in the Plan before taking any action related to the
Plan.

    


    No Shareholder Rights Prior
to Vesting

    


    You shall
have no rights of a shareholder (including the right to distributions or
dividends or to vote) unless and until Shares are issued pursuant to the terms
of this Award Agreement.

    


    Data
Privacy

    


    You
hereby explicitly and unambiguously consent to the collection, use and transfer,
in electronic or other form, of your personal data as described in this Award
Agreement and any other Restricted Stock Unit Award materials by and among, as
applicable, the Employer, the Company and any Affiliate for the exclusive
purpose of implementing, administering and managing your participation in the
Plan.

    


    You
understand that the Company and the Employer may hold certain personal
information about you, including, but not limited to, your name, home address
and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all Restricted Stock Units or any
other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in your favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Data”).

    


    You
understand that Data will be transferred to the Company’s broker, or such other
stock plan service provider as may be selected by the Company in the future,
which is assisting the Company with the implementation, administration and
management of the Plan.  You understand that the recipients of the
Data may be located in the United States or elsewhere, and that the recipients’
country (e.g., the United States) may have different data privacy laws and
protections than your country.  You understand that you may request a
list with the names and addresses of any potential recipients of the Data by
contacting your local human resources representative.  You authorize
the Company, the Company’s broker and any other third parties which may assist
the Company (presently or in the future) with implementing, administering and
managing the Plan to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering
and managing your participation in the Plan.  You understand that Data
will be held only as long as is necessary to implement, administer and manage
your participation in the Plan.  You understand that you may, at any
time, view Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing your local
human resources representative.  You understand, however, that
refusing or withdrawing your consent may affect your ability to participate in
the Plan.  For more information on the consequences of your refusal to
consent or withdrawal of consent, you understand that you may contact your local
human resources representative.

    


    Entire
Agreement

    


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

    


    Governing
Law/Venue

    


    This
Award of Restricted Stock Units and this Award Agreement are governed by, and
subject to, the internal substantive laws, but not the choice of law rules, of
the State of California.

    


    For
purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Award or this Award Agreement, the
parties hereby submit to and consent to the exclusive jurisdiction of the State
of California and
agree that such litigation shall be conducted only in the courts of Santa Clara
County, California, or the federal courts for the United States for the Northern
District of California, and no other courts, where this grant is made and/or to
be performed.

    


    Language

    


    If you
have received this Award Agreement or any other document related to the Plan
translated into a language other than English and if the meaning of the
translated version is different than the English version, the English version
will control.


    
      
         


      

      
        -56-

        
          

        

      

      
         


      

    


    Electronic
Delivery

    


    The
Company may, in its sole discretion, decide to deliver any documents related to
current or future participation in the Plan by electronic means.  You
hereby consent to receive such documents by electronic delivery and agree to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the Company.

    


    Severability

    


    The
provisions of this Award Agreement are severable, and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and
enforceable.


    
      
         


      

      
        -57-

        
          

        

      

      
         


      

    


    Appendix

    


    Notwithstanding
any provisions in this Award Agreement, the Restricted Stock Units shall be
subject to any special terms and conditions for your country set forth in the
Appendix.  Moreover, if you relocate to one of the countries included
in the Appendix, the special terms and conditions for such country shall apply
to you, to the extent the Company determines that the application of such terms
and conditions is necessary or advisable in order to comply with Applicable Laws
or facilitate the administration of the Plan.  The Appendix
constitutes part of this Award Agreement.

    


    Imposition of Other
Requirements

    


    The
Company reserves the right to impose other requirements on your participation in
the Plan, on the Restricted Stock Units and on any Shares acquired under the
Plan, to the extent the Company determines it is necessary or advisable in order
to comply with local law or facilitate the administration of the Plan, and to
require you to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.

    


    BY
YOUR SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW, YOU AND
THE COMPANY AGREE THAT THIS AWARD IS GOVERNED BY THE TERMS AND CONDITIONS OF THE
PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX.  YOU HAVE
REVIEWED THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX, IN THEIR
ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO
EXECUTING THIS AWARD AGREEMENT, AND FULLY UNDERSTAND ALL PROVISIONS OF THE PLAN
AND AWARD AGREEMENT, INCLUDING THE APPENDIX.  YOU HEREBY AGREE TO
ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE
ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND AWARD AGREEMENT,
INCLUDING THE APPENDIX.  YOU FURTHER AGREE TO NOTIFY THE COMPANY UPON
ANY CHANGE IN THE RESIDENCE ADDRESS INDICATED BELOW.

    


    
      	
              SERVICE
      PROVIDER:

            	 
      	
              TRIMBLE
      NAVIGATION LIMITED:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Signature

            	 
      	
              By

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Print
      Name

            	 
      	
              Print
      Name

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Residence
      Address

            	 
      	
              Title

            


    


    
      
         


      

      
        -58-

        
          

        

      

      
         


      

    


    APPENDIX
TO

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED 2002 STOCK PLAN

    RESTRICTED
STOCK UNIT AWARD AGREEMENT

    (NON-U.S.
AWARDEES)

    


    TERMS
AND CONDITIONS

    


    This
Appendix, which is part of the Award Agreement, includes additional terms and
conditions that govern the Restricted Stock Units and that will apply to you if
you are in one of the countries listed below.  Unless otherwise
defined herein, capitalized terms set forth in this Appendix shall have the
meanings ascribed to them in the Plan or the Award Agreement.

    


    NOTIFICATIONS

    


    This
Appendix also includes information regarding securities, exchange control and
certain other issues of which you should be aware with respect to your
participation in the Plan.  The information is based on the
securities, exchange control and other laws in effect in the respective
countries as of April 2009.  Such laws are often complex and change
frequently.  As a result, the Company strongly recommends that you not
rely on the information in this Appendix as the only source of information
relating to the consequences of your participation in the Plan because such
information may be outdated when you vest in the Award and/or sell any Shares
acquired at vesting.

    


    In
addition, the information contained herein is general in nature and may not
apply to your particular situation.  As a result, the Company is not
in a position to assure you of any particular result.  You, therefore,
are advised to seek appropriate professional advice as to how the relevant laws
in your country may apply to your particular situation.

    


    Finally,
if you are a citizen or resident of a country other than that in which you
currently are working, the information contained herein may not apply to
you.

    


    AUSTRALIA

    


    TERMS
AND CONDITIONS

    


    Australian
Addendum.  You understand and agree that your right to
participate in the Plan and any Restricted Stock Units granted under the Plan
are subject to an Australian Addendum to the Plan.  This Award is
subject to the terms and conditions stated in the Australian Addendum, the Offer
Document, the Plan and the Award Agreement.

    


    Restricted Stock Units
Payable in Shares Only.  Notwithstanding any discretion in the
Plan or anything to the contrary in the Award Agreement, the Restricted Stock
Units do not provide any right for you to receive a cash payment and shall be
paid in Shares only.


    
      
         


      

      
        -59-

        
          

        

      

      
         


      

    


    NOTIFICATIONS

    


    Securities Law
Notification.  If you acquires Shares under the Plan and offer
the Shares for sale to a person or entity resident in Australia, the offer may
be subject to disclosure requirements under Australian law, and you should
obtain legal advice regarding any applicable disclosure obligations prior to
making any such offer.

    


    Exchange Control
Notification.  Exchange control reporting is required for cash
transactions exceeding A$10,000 and international fund transfers.  The
Australian bank assisting with the transaction will file the report for
you.  If there is no Australian bank involved in the transfer, you
will be required to file the report yourself.

    


    BELGIUM

    


    NOTIFICATIONS

    


    Tax Reporting
Notification.  You are required to report any taxable income
attributable to the Restricted Stock Units on your annual tax
return.  You also are required to report any bank accounts opened and
maintained outside of Belgium on your annual tax return.

    


    CANADA

    


    TERMS
AND CONDITIONS

    


    Restricted Stock Units Not
in Consideration of Past Services.   The Restricted Stock
Units and Shares subject to the Restricted Stock Units in no event should be
considered as compensation for, or relating in any way to, past services for the
Employer, the Company or an Affiliate.  The Restricted Stock Units are
intended to provide you an additional incentive during the vesting period, but
in no event shall be construed as constituting an express or implied promise of
continued engagement as a Service Provider for the duration of the vesting
period, for any period, or at all, and shall not interfere with the Employer’s
right to terminate your relationship as a Service Provider at any
time.

    


    Termination
Period.  The following provision replaces paragraph (11) of the
“Nature of Grant” section of the Award Agreement:

    


    In the
event of termination of your employment (whether or not in breach of local labor
laws), your right, if any, to vest in the Restricted Stock Units under the Plan
will terminate effective as of the earlier of (a) the date on which you receive
notice of termination of your employment; or (b) the date on which you are no
longer actively employed by the Employer; and will not be extended by any notice
period mandated under local law (e.g., active employment would
not include a period of “garden leave” or similar period pursuant to local law);
the Administrator shall have the exclusive discretion to determine when you are
no longer actively employed for purposes of your Restricted Stock Units
grant.


    
      
         


      

      
        -60-

        
          

        

      

      
         


      

    


    The
following provisions apply if you are in Quebec:

    


    Consent to Receive
Information in English.  The parties acknowledge that it is
their express wish that the Award Agreement, as well as all documents, notices
and legal proceedings entered into, given or instituted pursuant hereto or
relating directly or indirectly hereto, be drawn up in English.

    


    Les
parties reconnaissent avoir exigé la rédaction en anglais de cette convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

    


    Data
Privacy.  The following provision supplements the “Data
Privacy” section of the Award Agreement:

    


    You
hereby authorize the Company and the Company’s representatives to discuss and
obtain all relevant information from all personnel, professional or
non-professional, involved in the administration of the Plan.  You
further authorize the Company, the Employer and/or any Affiliate to disclose and
discuss such information with their advisors.  You also authorize the
Company, the Employer and/or any Affiliate to record such information and to
keep such information in your employment file.

    


    CHINA

    


    TERMS
AND CONDITIONS

    


    Settlement of Restricted
Stock Units for Nationals of the People’s Republic of
China.  Notwithstanding any terms of the Plan or this Award
Agreement to the contrary, no Shares will be issued in connection with the
Restricted Stock Units subject to this Award.  On or as soon as
practicable following the date of vesting, you shall receive 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.  The cash payment may be required to be made through local
payroll or a special bank account in China.  The Company will
determine how to make the payment, whether to convert the funds to local
currency and what exchange rate to use (if any).

    


    Repatriation Requirement for
PRC Nationals.  You understand and agree that, due to exchange
control laws in China, you may be required to repatriate immediately to China
the proceeds from any cash payment received at vesting of the Restricted Stock
Units.  You further understand that such repatriation of the proceeds
may need to be effectuated through a special foreign exchange account
established by the Employer, the Company or an Affiliate in China, and you
hereby consent and agree that the cash payment may be transferred to such
special account prior to being delivered to your personal account.  In
addition, you understand that, if proceeds are converted to local currency,
there may be delays in delivering the proceeds to you, and the Company does not
guarantee any particular exchange rate and/or date on which funds will be
converted.


    
      
         


      

      
        -61-

        
          

        

      

      
         


      

    


    CZECH
REPUBLIC

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Proceeds from the sale of Shares may be held in a
cash account outside of the Czech Republic, and you no longer need to report the
opening and maintenance of a foreign account to the Czech National Bank (the
“CNB”), unless the CNB specifically notifies you that such reporting will be
required.  Upon request of the CNB, you may need to file a
notification within 15 days after the end of the calendar quarter in which you
purchases Shares.

    


    FRANCE

    


    TERMS
AND CONDITIONS

    


    Restricted Stock Units Not
Tax-Qualified.  You understand that this Award is not intended
to be French tax-qualified.

    


    Consent to Receive
Information in English.  By accepting the grant of Restricted
Stock Units and this Award Agreement, which provides for the terms and
conditions of your Restricted Stock Units, you confirm having read and
understood the documents relating to this grant, which were provided to you in
English.  You accept the terms of those documents
accordingly.

    


    En
acceptant cette attribution gratuite d'actions et ce contrat qui contient les
termes et conditions de vos actions gratuites, vous confirmez avoir lu et
compris les documents relatifs à cette attribution qui vous ont été transmis en
langue anglaise. Vous acceptez ainsi les conditions et termes de ces
documents.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  If you import or export cash (e.g., sales proceeds received
under the Plan) with a value equal to or exceeding €7,600 and do not use a
financial institution to do so, you must submit a report to the customs and
excise authorities.  If you maintain a foreign bank account, you are
required to report the maintenance of such to the French tax authorities when
filing your annual tax return.

    


    GERMANY

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Cross-border payments in excess of €12,500 must
be reported monthly to the German Federal Bank.  If you use a German
bank to transfer a cross-border payment in excess of €12,500 in connection with
the sale of Shares acquired under the Plan, the bank will make the report for
you.  In addition, you must report any receivables or payables or
debts in foreign currency exceeding an amount of €5,000,000 on a monthly
basis.


    
      
         


      

      
        -62-

        
          

        

      

      
         


      

    


    INDIA

    


    NOTIFICATIONS

    


    Exchange Control
Information.  Please note that proceeds from the sale of Shares
must be repatriated to India within 90 days of such sale.  You should
obtain a foreign inward remittance certificate (“FIRC”) from the bank for your
records to document compliance with this requirement, in case evidence of such
repatriation is requested by the Reserve Bank of India or the
Employer.

    


    ITALY

    


    TERMS
AND CONDITIONS

    


    Data Privacy Notice and
Consent.  The following provision replaces the “Data Privacy”
section of the Award Agreement:

    


    You
hereby explicitly and unambiguously consent to the collection, use, processing
and transfer, in electronic or other form, of your personal data as described in
this section of this Appendix by and among, as applicable, the Employer, the
Company and any Affiliate for the exclusive purposes of implementing,
administering, and managing your participation in the Plan.

    


    You
understand that the Employer, the Company and any Affiliate hold certain
personal information about you, including, without limitation, your name, home
address and telephone number, date of birth, social insurance or other
identification number, salary, nationality, job title, any Shares or
directorships held in the Company or any Affiliate, details of all Restricted
Stock Units or any other entitlement to Shares awarded, canceled, exercised,
vested, unvested or outstanding in your favor, for the exclusive purpose of
implementing, managing and administering the Plan (“Data”).

    


    You
also understand that providing the Company with Data is necessary for the
performance of the Plan and that your refusal to provide such Data would make it
impossible for the Company to perform its contractual obligations and may affect
your ability to participate in the Plan.  The Controller of personal
data processing is Trimble Navigation Limited, with registered offices at 935
Stewart Drive, Sunnyvale, California 94085, United States of America, and,
pursuant to Legislative Decree no. 196/2003, its representative in Italy is
Trimble Italia SrL, Centro Torri Bianche, Palazzo Larice, 3, 20059 Vimercate
(MI), Italy.

    


    You
understand that Data will not be publicized, but it may be transferred to banks,
other financial institutions, or brokers involved in the management and
administration of the Plan.  You understand that Data may also be
transferred to the Company’s independent registered public accounting firm Ernst
& Young LLP, or such other public accounting firm that may be engaged by the
Company in the future.  You further understand that the Company, the
Employer and/or any Affiliate will transfer Data among themselves as necessary
for the purposes of implementing, administering and managing your participation
in the Plan, and that the Company, the Employer and/or Affiliate may each
further transfer Data to third parties assisting the Company in the
implementation, administration, and management of the Plan, including any
requisite transfer of Data to a broker or other third party with whom you may
elect to deposit any Shares acquired under the Plan.  Such recipients
may receive, possess, use, retain, and transfer Data in electronic or other
form, for the purposes of implementing, administering, and managing your
participation in the Plan.  You understand that these recipients may
be located in or outside of the European Economic Area, such as in the United
States or elsewhere.  Should the Company exercise its discretion in
suspending all necessary legal obligations connected with the management and
administration of the Plan, it will delete Data as soon as it has completed all
the necessary legal obligations connected with the management and administration
of the Plan.


    
      
         


      

      
        -63-

        
          

        

      

      
         


      

    


    You
understand that Data-processing related to the purposes specified above shall
take place under automated or non-automated conditions, anonymously when
possible, that comply with the purposes for which Data is collected and with
confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.

    


    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable local laws and regulations, does not require your consent
thereto, as the processing is necessary to the performance of contractual
obligations related to implementation, administration, and management of the
Plan.  You understand that, pursuant to Section 7 of the Legislative
Decree no. 196/2003, you have the right, without limitation, to access, delete,
update, correct, or terminate, for legitimate reason, the
Data-processing.  Furthermore, you are aware that Data will not be
used for direct-marketing purposes.  In addition, Data provided can be
reviewed and questions or complaints can be addressed by contacting your local
human resources representative.

    


    Plan Document
Acknowledgment.  In accepting the Restricted Stock Units, you
acknowledges that you have received a copy of the Plan and the Award Agreement
and have reviewed the Plan and the Award Agreement, including this Appendix, in
their entirety and fully understand and accept all provisions of the Plan and
the Award Agreement, including this Appendix.

    


    You
acknowledge that you have read and specifically approve the following sections
of the Award Agreement: “Forfeiture”; “Tax Obligations”; “No Guarantee of
Continued Service”; “Nature of Grant”; “No Advice Regarding Grant”; “Language”;
“Entire Agreement”; “Governing Law/Venue”; and “Data Privacy Notice and Consent”
in this Appendix.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  You are required to report in your annual tax
return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000
or the equivalent amount in U.S. dollars; and (b) any foreign investments or
investments (including proceeds from the sale of Shares acquired under the Plan)
held outside of Italy exceeding €10,000 or the equivalent amount in U.S.
dollars, if the investment may give rise to income in Italy.  You are
exempt from the formalities in (a) if the investments are made through an
authorized broker resident in Italy, as the broker will comply with the
reporting obligation on your behalf.

    


    JAPAN

    


    NOTIFICATIONS

    


    Exchange Control
Information.  If you acquire Shares valued at more than
¥100,000,000 in a single transaction, you must file a Securities Acquisition
Report with the Ministry of Finance through the Bank of Japan within 20 days of
the acquisition.


    
      
         


      

      
        -64-

        
          

        

      

      
         


      

    


    KOREA

    


    NOTIFICATIONS

    


    Exchange Control
Information.  If you receive US$500,000 or more from the sale
of Shares, Korean exchange control laws require you to repatriate the proceeds
to Korea within 18 months of the sale.

    


    NETHERLANDS

    


    NOTIFICATIONS

    


    Securities Law
Information.  You should be aware of Dutch insider-trading
rules, which may impact the sale of Shares acquired under the
Plan.  In particular, you may be prohibited from effectuating certain
transactions if you have inside information regarding the Company.

    


    By
accepting the Restricted Stock Units and participating in the Plan, you
acknowledge having read and understood this Securities Law Information and
further acknowledge that it is your responsibility to comply with the following
Dutch insider-trading rules.

    


    Under
Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “inside information” related to an issuing company is prohibited from
effectuating a transaction in securities in or from the
Netherlands.  “Inside information” is defined as knowledge of details
concerning the issuing company to which the securities relate, which is not
public, and which, if published, would reasonably be expected to affect the
stock price, regardless of the development of the price.  The insider
could be a Service Provider in the Netherlands who has inside information as
described herein.

    


    Given the
broad scope of the definition of inside information, certain Service Providers
working in the Netherlands (possibly including you) may have inside information
and, thus, would be prohibited from effectuating a transaction in securities in
the Netherlands at a time when you had such inside information.

    


    NEW
ZEALAND

    


    
      There are
no country-specific terms and conditions.

    

    


    RUSSIA

    


    TERMS
AND CONDITIONS

    


    U.S.
Transaction.  You understand that Restricted Stock Units shall
be valid and this Award Agreement shall be concluded and become effective only
when the executed Award Agreement is received by the Company in the United
States.

    


    Settlement of Restricted
Stock Units in Cash Only.  Notwithstanding any terms of the
Plan or this Award Agreement to the contrary, no Shares will be issued in
connection with the Restricted Stock Units subject to this Award.  On
or as soon as practicable following the date of vesting, you shall receive 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.

    


    NOTIFICATIONS

    


    Securities Law
Information.  This Appendix, the Award Agreement, the Plan and
any other materials that you may receive regarding participation in the Plan do
not constitute advertising or an offering of securities in
Russia.


    
      
         


      

      
        -65-

        
          

        

      

      
         


      

    


    Exchange Control
Information.  Under current exchange control regulations,
within a reasonably short time after receipt of the cash payment, you must
repatriate the payment to Russia if it is not paid to you in
Russia.  The cash payment must be credited initially to you through a
foreign currency account at an authorized bank in Russia.  After being
initially received in Russia, the cash payment may be remitted further to
foreign banks in accordance with Russian exchange control laws, subject to the
following limitations: (i) the foreign account may be opened only for
individuals; (ii) the foreign account may not be used for business activities;
(iii) you must give notice to the Russian tax authorities about the
opening/closing of each foreign account within one month of the account
opening/closing; and (iv) you must notify the Russian tax authorities of the
account balances on your foreign accounts as of the beginning of each calendar
year.

    


    SINGAPORE

    


    NOTIFICATIONS

    


    Securities Law
Information.  The Restricted Stock Units are being granted on a
private basis and are, therefore, exempt from registration in
Singapore.

    


    Director Notification
Requirement.  If you are a director, associate director or
shadow director of a Singaporean Affiliate, you must notify the Singaporean
Affiliate in writing within two days of receiving or disposing of an interest
(e.g., the Restricted
Stock Units) in the Company or an Affiliate, or within two days of becoming a
director if such an interest exists at the time.

    


    SPAIN

    


    TERMS
AND CONDITIONS

    


    Nature of
Grant.  This provision supplements the “Nature of Grant”
section of the Award Agreement:

    


    In
accepting the Restricted Stock Units, you consent to participation in the Plan
and acknowledge that you have received a copy of the Plan.

    


    You
understand that the Company has unilaterally, gratuitously and in its own
discretion decided to grant Restricted Stock Units under the Plan to certain
Service Providers throughout the world.  The decision is a limited
decision that is entered into upon the express assumption and condition that any
grant will not bind the Company or an Affiliate, other than as set forth in the
Award Agreement.  Consequently, you understand that this Award is
granted on the assumption and condition that this Award and any Shares acquired
upon vesting of this Award are not a part of any employment contract (either
with the Company or an Affiliate) and shall not be considered a mandatory
benefit, salary for any purposes (including severance compensation), or any
other right whatsoever.  Furthermore, you understand that you will not
be entitled to continue vesting in this Award once your relationship with the
Company or an Affiliate as a Service Provider ceases.  In addition,
you understand that this Award would not be granted but for the assumptions and
conditions referred to above; thus, you acknowledge and freely accept that
should any or all of the assumptions be mistaken, or should any of the
conditions not be met for any reason, any grant of or right to this Award shall
be null and void.

    


    NOTIFICATIONS

    


    Exchange Control
Information.  You must declare the acquisition of Shares to the
Direccion General de Política
Comercial y de Inversiones Extranjeras (the “DGPCIE”) of the Ministerio de Economia for
statistical purposes.  You must also declare ownership of any Shares
with the Directorate of Foreign Transactions each January while the Shares are
owned.  In addition, if you wish to import the ownership title of the
Shares (i.e., share
certificates) into Spain, you must declare the importation of such securities to
the DGPCIE.


    
      
         


      

      
        -66-

        
          

        

      

      
         


      

    


    When
receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or sale
proceeds), you must inform the financial institution receiving the payment of
the basis upon which such payment is made.  You will need to provide
the institution with the following information: (i) your name, address, and
fiscal identification number; (ii) the name and corporate domicile of the
Company; (iii) the amount of the payment; (iv) the currency used;
(v) the country of origin; (vi) the reasons for the payment; and
(vii) any further information that may be required.

    


    SWEDEN

    


    There are
no country-specific terms and conditions.

    


    THAILAND

    


    NOTIFICATIONS

    


    Exchange Control
Information.  You must repatriate all cash proceeds received
from participation in the Plan to Thailand and convert such proceeds to Thai
Baht within 360 days of repatriation or deposit the funds in a foreign exchange
account with a Thai bank.  If the amount of the proceeds is equal to
or greater than US$20,000, you must report specifically the inward remittance to
the Bank of Thailand on a Foreign Exchange Transaction Form.

    


    UNITED ARAB
EMIRATES

    


    There are
no country-specific provisions.

    


    UNITED
KINGDOM

    


    TERMS
AND CONDITIONS

    


    Restricted Stock Units
Payable in Shares Only.  Notwithstanding any discretion in the
Plan or anything to the contrary in the Award Agreement, the Restricted Stock
Units do not provide any right for you to receive a cash payment and shall be
paid in Shares only.

    


    Joint
Election.  As a condition of participation in the Plan and the
vesting of the Restricted Stock Units, you agree to accept any liability for
secondary Class 1 National Insurance contributions, which may be payable by the
Company and/or the Employer in connection with the Restricted Stock Units, and
any event giving rise to Tax-Related Items (the “Employer
NICs”).  Without prejudice to the foregoing, you agree to execute a
joint election with the Company, the form of such joint election having been
approved formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint
Election”), and any other required consent or election.  You further
agree to execute such other joint elections as may be required between you and
any successor to the Company or the Employer.  You further agree that
the Company or the Employer may collect the Employer NICs from you by any of the
means set forth in the “Tax Obligations” section of the Award
Agreement.

    


    If
you do not enter into a Joint Election prior to the vesting of the Restricted
Stock Units, you will not be entitled to vest in the Restricted Stock Units
unless and until you enter into a Joint Election, and no Shares will be issued
to you under the Plan, without any liability to the Company or the
Employer.


    
      
         


      

      
        -67-

        
          

        

      

      
         


      

    


    Tax
Obligations.  The following provision supplements the “Tax
Obligations” section of the Award Agreement:

    


    You agree
that, if you do not pay or the Company or the Employer does not withhold from
you, the full amount of Tax-Related Items that you owe upon vesting of the
Restricted Stock Units, or the release or assignment of the Restricted Stock
Units for consideration, or the receipt of any other benefit in connection with
the Restricted Stock Units (the “Taxable Event”) within 90 days after the
Taxable Event, or such other period specified in Section 222(1)(c) of the U.K.
Income Tax (Earnings and Pensions) Act 2003, the amount that should have been
withheld shall constitute a loan owed by you to the Company and/or the Employer,
effective 90 days after the Taxable Event.  You agree that the loan
will bear interest at the official HMRC rate and immediately will be due and
repayable by you, and the Company and/or the Employer may recover it at any time
thereafter by withholding such amount from salary, bonus or any other funds due
to you by the Company or the Employer, by withholding in Shares issued upon
vesting of the Restricted Stock Units or from the cash proceeds from the sale of
Shares or by demanding cash or a check from you.  You also authorize
the Company to delay the issuance of any Shares to you unless and until the loan
is repaid in full.

    


    Notwithstanding
the foregoing, if you are an executive officer or a director within the meaning
of Section 13(k) of the Exchange Act, the terms of the immediately foregoing
provision will not apply.  In the event that you are an executive
officer or a director and Tax-Related Items are not collected within 90 days of
the Taxable Event, the amount of any uncollected Tax-Related Items may
constitute a benefit to you on which additional income tax and National
Insurance contributions may be payable.  You acknowledge that you will
be responsible for reporting any income tax and National Insurance contributions
(including Employer NICs) due on this additional benefit directly to HMRC under
the self-assessment regime.

    


     

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