ex10_5.htm


    

    EXHIBIT
10.5

    


    TRIMBLE
NAVIGATION LIMITED

    


    AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


    (as
amended March 6, 2009)

    


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

    


    1.         
   Purpose.  The
purpose of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions.  It is the intention of the Company to
have the Plan qualify as an “Employee Stock Purchase Plan” under
Section 423 of the Internal Revenue Code of 1986, as amended, although the
Company makes no undertaking nor representation to maintain such
qualification.  In addition, this Plan document authorizes the grant
of options under a non-423(b) component to the Plan which do not qualify under
Section 423(b) of the Code pursuant to rules, procedures or sub-plans adopted by
the Board (or a committee authorized by the Board) designed to achieve tax,
securities law compliance or other Company objectives.

    


    2.        
    Definitions.

    


    (a)         “Board” shall mean the
Board of Directors of the Company.

    


    (b)         “Brokerage Account”
means the general securities brokerage account, or such other account or record
determined appropriate by the Company, established and maintained for the Plan
with any entity selected by the Company, in its discretion, to assist in the
administration of, and purchase of shares under the Plan.

    


    (c)         “Code” shall mean the
Internal Revenue Code of 1986, as amended.

    


    (d)         “Common Stock” shall
mean the Common Stock of the Company.

    


    (e)         “Code Section 423(b) Plan
Component” means the component of this Plan which is designed to meet the
requirements set forth in Section 423(b) of the Code.  The provisions
of the Code Section 423(b) Plan Component shall be construed, administered and
enforced in accordance with Section 423(b) of the Code.

    


    (f)      
   “Company” shall mean
Trimble Navigation Limited.

    


    (g)         “Compensation” shall
mean all regular straight time gross earnings,  commissions, overtime,
shift premium, lead pay and other similar compensation, but excluding bonuses
resulting from any profit sharing plans, automobile allowances, relocation and
other non-cash compensation.  Unless determined otherwise by the Board
(or a committee authorized by the Board), “Compensation” shall not include
incentive bonuses.

    


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


    
      
         


      

      
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    (i)     
    “Designated
Subsidiaries” shall mean the Subsidi­aries which have been designated
by the Board from time to time in its sole discretion as eligible to participate
in the Plan.  The Board (or a committee authorized by the Board) will
determine whether employees of any Designated Subsidiary shall participate in
the Code Section 423(b) Plan Component or the Non-423(b) Plan
Component.

    


    (j)           “Employee” shall mean
any person, including an officer, who is an employee of the Company or a
Designated Subsidiary.  The Board (or a committee authorized by the
Board) shall have the discretion to limit offerings under the Plan to employees
of the Company or a Designated Subsidiary whose customary employment with the
Company or a Designated Subsidiary is at least twenty (20) hours per week and
more than five (5) months in any calendar year, provided that these eligibility
requirements are applied uniformly to employees offered participation in the
Code Section 423(b) Plan Component of the Plan.

    


    (k)          “Enrollment Date”
shall mean the first day of each Offering Period.

    


    (l)           “Exercise Date” shall
mean the last day of each Offering Period.

    


    (m)         “Maximum Offering”
shall mean, with respect to some or all participants in the Non-423(b) Plan
Component, a maximum number or value of shares of the Common Stock made
available for purchase in a specified period (e.g., a 12-month period) in
specified countries, locations or to Employees of specified Designated
Subsidiaries. Such maximum shall be determined by the Board (or a committee
authorized by the Board) in such a manner as to avoid securities filings, to
achieve certain tax results or to meet other Company objectives.

    


    (n)         “Non-423(b) Plan
Component” means a component of this Plan which does not meet the
requirements set forth in Section 423(b) of the Code, as amended.

    


    (o)         “Offering Period”
shall mean a period of six (6) months during which an option granted pursuant to
the Plan may be exercised, or different period as determined by the Board,
provided no Offering Period exceeds twenty-seven (27)
months.  Notwithstanding the foregoing, the first Offering Period
shall commence August 15, 1988 and end December 31, 1988 and the Offering Period
commencing July 1, 2006 shall end February 28, 2007.

    


    (p)         “Option Price” shall
mean the lower of (i) eighty-five percent (85%) of the fair market value of
a share of Common Stock on the Enrollment Date or (ii) eighty-five percent
(85%) of the fair market value of a share of Common Stock on the Exercise Date
unless the Board (or a committee authorized by the Board) sets an option price
higher than this amount.

    


    (q)         “Plan” shall mean this
Amended and Restated Employee Stock Purchase Plan, as set forth in this document
and as hereafter amended from time to time, which includes a Code Section 423(b)
Plan Component and a Non-423(b) Plan Component.

    


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


    
      
         


      

      
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    3.        
    Eligibility.

    


    (a)     
  Any Employee as defined in paragraph 2 who is employed by the
Company or a Designated Subsidiary at the time that the subscription agreement
is required to be submitted for a given Offering Period is eligible to
participate in the Plan for that Offering Period (subject to paragraph 10
below).  However, the Board (or a committee authorized by the Board)
shall have the discretion to set a minimum waiting period for Employees to
become eligible to participate in an Offering Period provided that period is not
more than two (2) years after employment with the Company or a Designated
Subsidiary begins.  However, notwithstanding the foregoing, for
purposes of the first Offering Period only, any Employee defined in
paragraph 2 who was employed by the Company or one of its Subsidiaries as
of August 9, 1988 shall be eligible to participate in the Plan.

    


    (b)        Any
provisions of the Plan to the contrary notwith­standing, no Employee shall
be granted an option under the Plan (i) if, immediately after the grant,
such Employee (or any other person whose stock would be attributed to such
Employee pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or of any Subsidiary of the Company, or (ii) which permits his or her rights to
purchase stock under all employee stock purchase plans of the Company and its
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is
outstanding at any time (or other such limit, as imposed under Section 423 of
the Code or final regulations issued thereunder).

    


    4.         
   Offering
Periods.  The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on or about January 1 and July 1
of each year; provided, however, that the first Offering Period shall commence
on or about August 15, 1988.  Effective in 2007 and thereafter
new Offering Periods shall commence on or about March 1 and September 1 of each
year. The Plan shall continue thereafter until termi­nated in accordance
with paragraph 19 hereof.  Subject to the shareholder approval
requirements of paragraph 19, the Board shall have the power to change the
commencement or dura­tion of Offering Periods with respect to future
offerings without shareholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering Period
to be affected.  The Board (or a committee authorized by the Board)
may decide that for administrative reasons, the payroll deductions related to
the last pay date during the Offering Period will not be applied to the purchase
of shares for that particular Offering Period, but instead will be rolled over
to the following Offering Period (provided that the participant is participating
in the following Offering Period).

    


    5.          
  Participation.

    


    (a)    
   An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
required by the Company and filing it with the Company (or third party
designated by the Company) by the time specified by the Company, as set forth in
the subscription agreement, unless a later time for filing the subscription
agreement is set by the Board (or a committee authorized by the Board) for all
eligible Employees with respect to a given Offering Period.

    


    (b)    
   A participant’s authorized payroll deductions shall be
deducted from each paycheck paid during an Offering Period and shall continue
until changed by the participant, as provided in paragraph 10 or by amendment or
termination of this Plan.

    


    6.        
    Payroll
Deductions.

    


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


    
      
         


      

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

    


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

    


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

    


    (e)   
     Notwithstanding any provisions to the contrary in
the Plan, the Board may allow Employees to participate in the Plan via cash
contributions instead of payroll deductions if payroll deductions are not
permitted under applicable local law (and if the Employee is participating in
the Non-423(b) Plan Component if not permitted under Section 423 of the
Code).

    


    7.        
    Grant of
Option.

    


    (a)      
  On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on each Exercise Date of  such Offering Period up to a number
of shares of Common Stock determined by dividing such Employee’s payroll
deductions accumulated prior to such Exercise Date and retained in the
partic­ipant’s account as of the Exercise Date by the Option Price; provided
that in no event shall an Employee be permitted to purchase more than 12,500
shares of Common Stock on any Exercise Date (as adjusted pursuant to paragraph
18, if applicable), and provided further that such purchase shall be subject to
the limitations set forth in paragraphs 3(b) and 12 hereof. Exercise of the
option shall occur as provided in paragraph 8, unless the participant has
withdrawn pursuant to paragraph 10, and shall expire on the last day of the
Offering Period.  Fair market value of a share of Common Stock shall
be determined as provided in paragraph 7(b) herein.

    


    (b)      The
fair market value of Common Stock on a given date shall be determined by the
Board in its discretion; provided, however, that where there is a public market
for the Common Stock, the fair market value per share shall be the closing price
of the Common Stock for such date, as reported by the NASDAQ National Market
System, or, in the event the Common Stock is listed on a different stock
exchange, the fair market value per share shall be the closing price on such
exchange on such date, as reported in the Wall Street Journal, or if no sales
occurred on such date, then on the date immediately prior to such date on which
sales prices are reported.


    
      
         


      

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

    


    9.     
       Delivery.  A
participant hereunder may elect at any time on a form acceptable to the Company
to have all or part of the shares credited to the Brokerage Account on his or
her behalf sold at participant’s expense and cash paid to
participant.  A participant under the Code Section 423(b) Plan
Component hereunder may elect, at any time after two (2) years following the
Exercise Date of any Offering Period and on a form acceptable to the Company, to
have all or part of the shares purchased with respect to such Offering Period
and credited to the Brokerage Account on his or her behalf: (i) transferred to
the participant’s individual brokerage account established at the participant’s
expense; (ii) issued to the participant or his or her designee in the form of a
stock certificate.

    


    10.           Withdrawal; Termination of
Employment.

    


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

    


    (b)   
    Upon termination of the participant’s Continuous Status
as an Employee prior to the Exercise Date for any reason, including retirement
or death, (i) the payroll deductions credited to such participant’s account
during the Offering Period but not yet used to exercise the option will be
returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under paragraph 14, and such participant’s
option will be automatically terminated, and (ii) the participant’s interest in
the Brokerage Account shall be liquidated in the following manner.  As
part of the procedure to liquidate the participant’s interest in the Brokerage
Account, the participant may elect in writing, on a form acceptable to the
Company and received by the designated person at the Company within thirty (30)
days of the termination, to have the number of shares credited to the Brokerage
Account on behalf of the participant sold at the participant’s expense and cash
paid to the participant, or to have such shares transferred to the participant’s
individual brokerage account established at the participant’s
expense.  If the participant does not request a sale or transfer by
the deadline set forth above or requests to receive a stock certificate, a
certificate for the shares credited to the Brokerage Account on his or her
behalf will be issued to the participant.

    


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


    
      
         


      

      
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    11.           Interest.  No
interest shall accrue on the payroll deductions of a participant in the Plan,
except as may be required by applicable law, as determined by the Company, for
participants in the Non-423(b) Plan Component (or the Code Section 423(b) Plan
Component if permitted under Code Section 423).

    


    12.           Stock.

    


    (a)  
     The maximum number of shares of Common Stock which
shall be made available for sale under the Plan shall be 15,550,000 million
shares, subject to adjustment upon changes in capitali­zation of the Company
as provided in paragraph 18.  If on a given Exercise Date the
number of shares with respect to which options are to be exercised exceeds the
number of shares then available under the Plan or the Maximum Offering, if any,
the Company shall make a pro rata allocation of the shares remaining available
for purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.  The pro rata allocation shall be limited,
in the case of exceeding the Maximum Offering, to those participants in the
countries, locations or Designated Subsidiaries in the specified Maximum
Offering.

    


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

    


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

    


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

    


    14.           Designation of
Beneficiary.

    


    (a)   
     If permitted by the Board (or a committee
authorized by the Board), a participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such partici­pant's
death subsequent to an Exercise Date on which the option is exercised but prior
to delivery to such participant of such shares and cash.  In addition,
a participant may file a written designa­tion of a beneficiary who is to
receive any cash from the participant's account under the Plan in the event of
such participant's death prior to exercise of the option, if permitted by the
Board (or a committee authorized by the Board).

    


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

    


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


    
      
         


      

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

    


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

    


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

    


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

    


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

    


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


    
      
         


      

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

    


    22.           Conditions Upon Issuance of Shares.  Shares
shall not be issued with respect to an option unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

    


    As a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.

    


    23.           Tax
Withholding.  The Company or any Subsidiary, as appropriate,
shall have the authority and the right to deduct or withhold, or require an
Employee to remit to the Company or one of its Subsidiaries, 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
Employee arising as a result of his or her participation in the Plan or to take
such other action as may be necessary in the opinion of the Company or a
Subsidiary, as appropriate, to satisfy withholding obligations for the payment
of taxes.  The Board (or a committee authorized by the Board) may in
its discretion and in satisfaction of the foregoing requirement, allow a
participant to elect to have the Company withhold shares otherwise issuable at
exercise (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 Employee until the Employee or such other person has made arrangements
acceptable to the Company for the satisfaction of these tax obligations with
respect to any taxable event concerning the Employee’s participation in the
Plan.

    


    24.           No Right to Employment or
Services.  Nothing in the Plan or any subscription agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Employee’s employment at any time, nor confer upon
any Employee any right to continue in the employ of the Company or any
Subsidiary.

    


    25.           Code Section
409A.  The Code Section 423(b) Plan Component is exempt from
the application of section 409A of the Code.  The Non-423(b) Plan
Component is intended to be exempt from section 409A of the Code under the
short-term deferral exception and any ambiguities in the Plan shall be construed
and interpreted in accordance with such intent.  In furtherance of
this interest, any provision in the Plan to the contrary notwithstanding, if the
Board determines that an option to purchase Common Stock granted under the Plan
may be subject to section 409A of the Code or that any provision in the Plan
would cause an option under the Plan to be subject to  section 409A of
the Code, the Board may amend the terms of the Plan and/or of an outstanding
option granted under the Plan, or take such other action the Board determines is
necessary or appropriate, in each case, without the participant's consent, to
exempt any outstanding option or future option that may be granted under the
Plan from or to allow any such options to comply with section 409A of the Code,
but only to the extent any such amendments or action by the Board would not
violate section 409A of the Code.  Anything in the foregoing to the
contrary notwithstanding, the Company shall have no liability to a participant
or any other party if the option to purchase Common Stock under the Plan that is
intended to be exempt from or compliant with section 409A of the Code is not so
exempt or compliant or for any action taken by the Board or a committee
appointed by the Board with respect thereto.  The Company makes no
representation that the option to purchase Common Stock under the Plan is
compliant with section 409A of the Code.


    
      
         


      

      
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    26.           Term of
Plan.  The Plan shall continue in effect until September 30,
2018 unless sooner terminated under paragraph 19.

    


    27.           Governing Law;
Severability.  The Plan and all determinations made and actions
taken thereunder shall be governed by the internal substantive laws, and not the
choice of law rules, of the State of California and construed accordingly, to
the extent not superseded by applicable federal law.  If any provision
of the Plan shall be held unlawful or otherwise invalid or unenforceable in
whole or in part, the unlawfulness, invalidity or unenforceability shall not
affect any other provision of the Plan or part thereof, each of which shall
remain in full force and effect.

    



    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

    


    SUBSCRIPTION
AGREEMENT

    


    FOR
EMPLOYEES IN THE U.S.

    


    Location______________________

    


    
      	
              _____
      Original Application

            	
              Enrollment
      Date: ___________

            


    

    _____
Change in Payroll Deduction Rate

    _____
Change of Beneficiary(ies)

    


    1.        hereby elects
to participate in the Trimble Navigation Limited Amended and Restated Employee
Stock Purchase Plan (the “Stock Purchase Plan”) and subscribes to purchase
shares of the Company’s Common Stock in accordance with this Subscription
Agreement and the Stock Purchase Plan.  All capitalized terms not
defined in this Subscription Agreement shall have the same meanings as set forth
in the Stock Purchase Plan.

    


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

    


    ________
Include bonuses as part of Compensation subject to payroll
deduction.

    


    ________
Exclude bonuses from Compensation subject to payroll deduction.

    


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

    


    4.    
        I have received a copy of the
complete “Trimble Navigation Limited Amended and Restated Employee Stock
Purchase Plan.”  I understand that my participation in the Stock
Purchase Plan is in all respects subject to the terms of the Stock Purchase
Plan.  I understand that the grant of the option by the Company under
this Subscription Agreement is subject to obtaining shareholder approval of the
Stock Purchase Plan.

    


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

    


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


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


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

    


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

    


    
      	
              NAME:  (Please
      print)

            	 
      
	 
      	
              (First)

            	
              (Middle)

            	
              (Last)

            


    

    


    
      	 
      	 
      	 
      
	
              Relationship

            	 
      	 
      
	 
      	 
      	
              (Address)

            


    

    


    
      	
              NAME:  (Please
      print)

            	 
      
	 
      	
              (First)

            	
              (Middle)

            	
              (Last)

            


    

    


    
      	 
      	 
      	 
      
	
              Relationship

            	 
      	 
      
	 
      	 
      	
              (Address)

            


    

    


    
      	
              Employee’s
      Social Security Number:

            	 
      	 
      
	 
      	 
      	 
      
	
              Employee’s
      Address:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    9.       
     Regardless of any action the Company and/or my
actual employer if the Company is not my 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 relating to my participation in
the Stock Purchase Plan and legally applicable to me (“Tax-Related Items”), I
acknowledge that the ultimate liability for all Tax-Related Items is and remains
my responsibility and may exceed the amount actually withheld by the
Company.  I 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 stock purchase right grant, including the
grant, purchase of shares, the subsequent sale of shares of Common Stock
acquired pursuant to such purchase and the receipt of any dividends; and
(2) does not commit to and is under no obligation to structure the terms of
the grant or any aspect of the stock purchase rights to reduce or eliminate my
liability for Tax-Related Items or achieve any particular tax
result.  Further, if I have become subject to tax in more than one
jurisdiction during the Offering Period, I acknowledge that the Company may be
required to withhold or account for Tax-Related Items in more than one
jurisdiction.

    


    Prior to
the purchase of shares, I shall pay or make adequate arrangements satisfactory
to the Company to satisfy all Tax-Related Items.  In this regard, I
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 Compensation paid in cash to me by the Company;
or (b) withholding from the proceeds of the sale of shares of Common Stock
that I acquire, either through a voluntary sale or through a mandatory sale
arranged by the Company (on my behalf pursuant to this authorization); or (c)
withholding in shares of Common Stock to be issued to me.

    


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

    


    Finally,
I 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 my participation in the
Stock Purchase Plan or my purchase of shares of Common Stock that cannot be
satisfied by the means previously described.  The Company may refuse
to honor the purchase and refuse to issue and/or deliver the shares of Common
Stock if I fail to comply with my obligations in connection with the Tax-Related
Items.

    


    10.           The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding my participation in the Stock Purchase
Plan, or my acquisition or sale of the underlying shares of Common Stock; and I
am advised to consult with my own personal tax, legal and financial advisors
regarding my participation in the Stock Purchase Plan before taking any action
related to the Stock Purchase Plan.


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    11.           In
accepting the grant, I acknowledge that: (a) the Stock Purchase 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; (b)
the grant of stock purchase rights is voluntary and occasional and does not
create any contractual or other right to receive future grants, or benefits in
lieu of grants, even if stock purchase rights have been granted repeatedly in
the past; (c) all decisions with respect to future grants of stock purchase
rights, if any, will be at the sole discretion of the Company; (d) my
participation in the Stock Purchase Plan shall not create a right to further
employment with the Company and shall not interfere with the ability of the
Company or my actual employer if the Company is not my employer to terminate my
employment relationship at any time with or without cause; (e) I am voluntarily
participating in the Stock Purchase Plan; (f) the stock purchase rights and the
underlying shares of Common 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 my employment contract, if any; (g)
the stock purchase rights and the underlying shares of Common Stock are not
intended to replace any pension rights or compensation; (h) the stock purchase
rights are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, unfair dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement 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 Subsidiary; (i) the grant will not be
interpreted to form an employment contract or relationship with the Company or
any Subsidiary; (j) the future value of the underlying shares of Common Stock is
unknown and cannot be predicted with certainty; (k) the value of shares
purchased may increase or decrease in value, even below the purchase price; (l)
in consideration of the grant, no claim or entitlement to compensation or
damages shall arise from termination of the stock purchase rights or diminution
in value of the shares of Common Stock purchased under the Stock Purchase Plan
resulting from termination of my employment by the Company (for any reason
whatsoever and whether or not in breach of local labor laws), and I irrevocably
release the Company 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, I shall be deemed irrevocably to have waived my entitlement to pursue
such claim; (m) in the event of termination of my employment (whether or not in
breach of local labor laws), my right to receive the stock purchase rights and
purchase shares under the Stock Purchase Plan, if any, will terminate effective
as of the date that I am 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); furthermore, in the event of termination of employment (whether or not in
breach of local labor laws) and the Board shall have the exclusive discretion to
determine when I am no longer actively employed for purposes of my grant; and
(n) the purchase rights and benefits under the Stock Purchase Plan, if any,
will not automatically transfer to another company in the case of a merger,
takeover or transfer of liability.

    


    12.           The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding my participation in the Stock Purchase
Plan, or my acquisition or sale of the underlying shares of Common
Stock.  I am hereby advised to consult with my own personal tax, legal
and financial advisors regarding my participation in the Stock Purchase Plan
before taking any action related to the Stock Purchase Plan.

    


    13.           I hereby
explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of my personal data as described in this document by
and among, as applicable, the Company and its Subsidiaries for the exclusive
purposes of implementing, administering and managing my participation in the
Stock Purchase Plan.  I understand that
the Company may hold certain personal information about me, including, but not
limited to, my name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title,
any shares of Common Stock or directorships held in the Company, details of all
options or any other entitlement to shares of Common Stock awarded, canceled,
exercised or outstanding in my favor, for the purpose of implementing,
administering and managing the Stock Purchase Plan (“Data”).  I
understand that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Stock Purchase Plan, that
these recipients may be located outside the United States and may have different
data privacy laws and protections.  I understand that I may request a
list with the names and addresses of any potential recipients of the Data by
contacting my local human resources representative.  I authorize the
recipients to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the sole purposes of implementing, administering and managing
my participation in the Stock Purchase Plan, including any requisite transfer of
such Data as may be required to a broker or other third party with whom I may
elect to deposit any shares of Common Stock acquired upon purchase of shares
under the Stock Purchase Plan.  I understand that Data will be held
only as long as is necessary to implement, administer and manage my
participation in the Stock Purchase Plan.  I understand that I 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
my local human resources representative.  I understand, however, that
refusing or withdrawing my consent may affect my ability to participate in the
Stock Purchase Plan.  For more information on the consequences of my
refusal to consent or withdrawal of consent, I understand that I may contact my
local human resources representative.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    14.           The
grant of stock purchase rights and the provisions of this Subscription Agreement
are governed by, and subject to, the laws of the State of California, without
regard to conflicts of law provisions.  For purposes of litigating any
dispute that arises under this grant or the agreement, the parties hereby submit
to and consent to the jurisdiction of the State of California, agree that such
litigation shall be conducted in the courts of Santa Clara County, California,
or the federal courts for the United States for the Northern District of
California, where this grant is made and/or to be performed.

    


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

    


    16.           The
provisions of this Subscription 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.

    


    17.           The
Company reserves the right to impose other requirements on my participation in
the Stock Purchase Plan, on the grant of purchase rights and on any shares of
Common Stock acquired under the Stock Purchase Plan, to the extent the Company
determines it is necessary or advisable in order to comply with applicable law
or facilitate administration of the Stock Purchase Plan, and to require me to
sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.

    


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

    


    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	 
      	
              Signature
      of Employee

            


    


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

    


    SUBSCRIPTION
AGREEMENT

    FOR
EMPLOYEES OUTSIDE THE U.S.

    


    Location______________________

    


    
      	
              _____
      Original Application

            	
              Enrollment
      Date: ___________

            


    

    _____
Change in Payroll Deduction Rate

    _____
Change of Beneficiary(ies)

    


    9.      
                                   
 hereby elects to participate in the Trimble Navigation Limited
Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”)
and subscribes to purchase shares of the Company’s Common Stock in accordance
with this Subscription Agreement, including any special terms and conditions for
my country in any appendix hereto (the “Appendix”) and the Stock Purchase
Plan.  All capitalized terms not defined in this Subscription
Agreement shall have the same meanings as set forth in the Stock Purchase
Plan.

    


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

    


    ________
Include bonuses as part of Compensation subject to payroll
deduction.

    


    ________
Exclude bonuses from Compensation subject to payroll deduction.

    


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

    


    12.           I
have received a copy of the complete “Trimble Navigation Limited Amended and
Restated Employee Stock Purchase Plan.”  I understand that my
participation in the Stock Purchase Plan is in all respects subject to the terms
of the Stock Purchase Plan.  I understand that the grant of the option
by the Company under this Subscription Agreement is subject to obtaining
shareholder approval of the Stock Purchase Plan.

    


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

    


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


    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


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

    


    16.           Regardless
of any action the Company or my employer (the “Employer”) takes with respect to
any or all income tax, social insurance, payroll tax, payment on account or
other tax-related items relating to my participation in the Stock Purchase Plan
and legally applicable to me (“Tax-Related Items”), I acknowledge that the
ultimate liability for all Tax-Related Items is and remains my responsibility
and 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 stock purchase right grant, including the grant, purchase of
shares, the subsequent sale of shares of Common Stock acquired pursuant to such
purchase and the receipt of any dividends; and (2) do not commit to and are
under no obligation to structure the terms of the grant or any aspect of the
stock purchase rights to reduce or eliminate my liability for Tax-Related Items
or achieve any particular tax result.  Further, if I have become
subject to tax in more than one jurisdiction during the Offering Period, I
acknowledge that the Company may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.

    


    Prior to
the purchase of shares, I shall pay or make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related
Items.  In this regard, I 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: (a)
withholding from Compensation paid in cash to me by the Company and/or the
Employer; or (b) withholding from the proceeds of the sale of shares of
Common Stock that I acquire, either through a voluntary sale or through a
mandatory sale arranged by the Company (on my behalf pursuant to this
authorization); or (c) withholding in shares of Common Stock to be issued to
me.

    


    To avoid
negative accounting treatment, the Company and/or the Employer may withhold or
account for Tax-Related Items by considering applicable statutory withholding
amounts or other applicable withholding rates.  If the obligation for
Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax
purposes, I am deemed to have been issued the full number of shares of Common
Stock purchased, notwithstanding that some shares of Common Stock are held back
solely for the purpose of paying the Tax-Related Items due as a result of any
aspect of my participation in the Stock Purchase Plan.

    


    Finally,
I 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 my participation in the Stock Purchase Plan or my purchase of shares
of Common Stock that cannot be satisfied by the means previously
described.  The Company may refuse to honor the purchase and refuse to
issue and/or deliver the shares of Common Stock if I fail to comply with my
obligations in connection with the Tax-Related Items.

    


    9.     
      The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding my
participation in the Stock Purchase Plan, or my acquisition or sale of the
underlying shares of Common Stock; and I am advised to consult with my own
personal tax, legal and financial advisors regarding my participation in the
Stock Purchase Plan before taking any action related to the Stock Purchase
Plan.

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    10.           In
accepting the grant, I acknowledge that: (a) the Stock Purchase 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; (b)
the grant of stock purchase rights is voluntary and occasional and does not
create any contractual or other right to receive future grants, or benefits in
lieu of grants, even if stock purchase rights have been granted repeatedly in
the past; (c) all decisions with respect to future grants of stock purchase
rights, if any, will be at the sole discretion of the Company; (d) my
participation in the Stock Purchase Plan shall not create a right to further
employment with the Employer and shall not interfere with the ability of the
Employer to terminate my employment relationship at any time with or without
cause; (e) I am voluntarily participating in the Stock Purchase Plan; (f) the
stock purchase rights and the underlying shares of Common 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 my employment contract, if any; (g) the stock purchase
rights and the underlying shares of Common Stock are not intended to replace any
pension rights or compensation; (h) the stock purchase rights are not part of
normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy,
unfair 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 the Employer or any Subsidiary; (i) the grant will not be interpreted
to form an employment contract or relationship with the Company or any
Subsidiary; (j) the future value of the underlying shares of Common Stock is
unknown and cannot be predicted with certainty; (k) the value of shares
purchased may increase or decrease in value, even below the purchase price; (l)
in consideration of the grant, no claim or entitlement to compensation or
damages shall arise from termination of the stock purchase rights or diminution
in value of the shares of Common Stock purchased under the Stock Purchase Plan
resulting from termination of my employment by the Company or the Employer (for
any reason whatsoever and whether or not in breach of local labor laws) and I
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, I shall be deemed irrevocably to have
waived my entitlement to pursue such claim; (m) in the event of termination
of my employment (whether or not in breach of local labor laws), my right to
receive the stock purchase rights and purchase shares under the Stock Purchase
Plan, if any, will terminate effective as of the date that I am 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); furthermore, in the event of termination of employment
(whether or not in breach of local labor laws) and the Board shall have the
exclusive discretion to determine when I am no longer actively employed for
purposes of my grant; and (n) the purchase rights and benefits under the
Stock Purchase Plan, if any, will not automatically transfer to another company
in the case of a merger, takeover or transfer of liability.

    


    11.           The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding my participation in the Stock Purchase
Plan, or my acquisition or sale of the underlying shares of Common
Stock.  I am hereby advised to consult with my own personal tax, legal
and financial advisors regarding my participation in the Stock Purchase Plan
before taking any action related to the Stock Purchase Plan.


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    12.          
I hereby
explicitly and unambiguously consent to the collection, use and transfer, in
electronic or other form, of my personal data as described in this document by
and among, as applicable, the Employer, and the Company and its Subsidiaries for
the exclusive purposes of implementing, administering and managing my
participation in the Stock Purchase Plan.  I understand that the
Company and the Employer may hold certain personal information about me,
including, but not limited to, my name, home address and telephone number, date
of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of Common Stock or directorships held in the
Company, details of all options or any other entitlement to shares of Common
Stock awarded, canceled, exercised or outstanding in my favor, for the purpose
of implementing, administering and managing the Stock Purchase Plan
(“Data”).  I understand that Data may be transferred to any third
parties assisting in the implementation, administration and management of the
Stock Purchase Plan, that these recipients may be located in my country or
elsewhere, and that the recipients’ country (e.g., the United States) may have
different data privacy laws and protections than my country.  I
understand that I may request a list with the names and addresses of any
potential recipients of the Data by contacting my local human resources
representative.  I authorize the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the sole purposes
of implementing, administering and managing my participation in the Stock
Purchase Plan, including any requisite transfer of such Data as may be required
to a broker or other third party with whom I may elect to deposit any shares of
Common Stock acquired upon purchase of shares under the Stock Purchase
Plan.  I understand that Data will be held only as long as is
necessary to implement, administer and manage my participation in the Stock
Purchase Plan.  I understand that I 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 my local human resources
representative.  I understand, however, that refusing or withdrawing
my consent may affect my ability to participate in the Stock Purchase
Plan.  For more information on the consequences of my refusal to
consent or withdrawal of consent, I understand that I may contact my local human
resources representative.

    


    13.           The
grant of stock purchase rights and the provisions of this agreement are governed
by, and subject to, the laws of the State of California, USA, without regard to
conflicts of law provisions.  For purposes of litigating any dispute
that arises under this grant or the agreement, the parties hereby submit to and
consent to the jurisdiction of the State of California, USA, agree that such
litigation shall be conducted in the courts of Santa Clara County, California,
USA, or the federal courts for the United States for the Northern District of
California, where this grant is made and/or to be performed.

    


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

    


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

    


    16.           The
provisions of this Subscription 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.

    


    17.           Notwithstanding
any provisions in this Subscription Agreement to the contrary, the grant of
purchase rights shall be subject to any special terms and conditions for my
country set forth in the Appendix.  Moreover, if I relocate to one of
the countries included in the Appendix, the special terms and conditions for
such country apply to me, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable in order to
comply with applicable law or facilitate administration of the Stock Purchase
Plan.  The Appendix constitutes part of this Subscription
Agreement.


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    18.           The
Company reserves the right to impose other requirements on my participation in
the Stock Purchase Plan, on the grant of purchase rights and on any shares of
Common Stock acquired under the Stock Purchase Plan, to the extent the Company
determines it is necessary or advisable in order to comply with applicable law
or facilitate administration of the Stock Purchase Plan, and to require me to
sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.

    


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

    


    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	 
      	 
      	
              Signature
      of Employee

            


    

    



    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    APPENDIX
OF

    SPECIAL
TERMS AND CONDITIONS TO THE

    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED

    EMPLOYEE
STOCK PURCHASE PLAN

    SUBSCRIPTION
AGREEMENT

    FOR
EMPLOYEES OUTSIDE THE U.S.

    


    TERMS
AND CONDITIONS

    


    This
Appendix, which is part of the Subscription Agreement, includes additional terms
and conditions that govern my participation in the Stock Purchase Plan and that
will apply to me if I am 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 Stock Purchase Plan or the
Subscription Agreement.

    


    NOTIFICATIONS

    


    This
Appendix also includes information regarding securities, exchange control and
certain other issues of which I should be aware with respect to my participation
in the Stock Purchase 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 I not
rely on the information in this Appendix as the only source of information
relating to the consequences of my participation in the Stock Purchase Plan
because such information may be outdated when the shares of Common Stock are
purchased and/or when I sell any shares acquired at purchase.

    


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

    


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

    


    ALL EUROPEAN ECONOMIC AREA
COUNTRIES

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  If I work in a country located in the European
Economic Area (“EEA”), my participation in the Stock Purchase Plan may be
further limited as a result of applicable securities
laws.  Specifically, contributions from employees working in the EEA
will be limited to less than an aggregate amount of €2.5 million on an annual
basis.  It is also possible that certain other equity awards in the
EEA will count against this €2.5 million threshold.  I understand
that, if employees in the EEA elect to contribute more than this amount during
any year, participation rates will be prorated to ensure that this threshold is
not exceeded.  If my participation will be prorated, I will receive a
notice from the Company explaining the proration.


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    AUSTRALIA.

    


    TERMS
AND CONDITIONS

    


    Australian
Addendum.  I understand and agree that my right to participate
in the Stock Purchase Plan and any stock purchase rights granted under the Stock
Purchase Plan are subject to an Australian Addendum to the Stock Purchase
Plan.  My right to purchase shares of Common Stock is subject to the
terms and conditions stated in the Australian Addendum, the Offer Document, the
Stock Purchase Plan and the Subscription Agreement.

    


    NOTIFICATIONS

    


    Securities Law
Information.  If I acquire shares under the Stock Purchase 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 I
should obtain legal advice regarding any applicable disclosure obligations prior
to making any such offer.

    


    Exchange Control
Information.  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
me.  If there is no Australian bank involved in the transfer, I will
be required to file the report myself.

    


    CANADA

    


    TERMS
AND CONDITIONS

    


    Nature of
Grant.  The following provision replaces Paragraph 10(m) of the
Subscription Agreement:

    


    In the
event of termination of my employment (whether or not in breach of local labor
laws), my right to receive the stock purchase rights and purchase shares under
the Stock Purchase Plan, if any, will terminate effective as of the earlier of
(i) date that I am no longer actively employed, or (ii) the date upon which I
receive a notice of termination of my employment; the Board shall have the
exclusive discretion to determine when I am no longer actively employed for
purposes of my grant.


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    The following
provisions apply if I am a resident of Quebec:

    


    Consent to Receive Information in
English.  The parties acknowledge that it is their express wish
that the present 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 12 of the Subscription
Agreement:

    


    I 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 Stock Purchase Plan.  I further
authorize the Company, the Employer and/or any Subsidiary to disclose and
discuss such information with their advisors.  I also authorize the
Company, the Employer and/or any Subsidiary to record such information and to
keep such information in my employment file.

    


    CZECH
REPUBLIC

    


    NOTIFICATIONS

    


    Exchange Control
Information.  I understand that the Czech National Bank may
require me to fulfill certain notification requirements in relation to the
purchase of shares.  I agree to fulfill such requirements to the
extent applicable to me in light of my participation in the Stock Purchase
Plan.

    


    FRANCE

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  My participation in the Stock Purchase Plan may
be limited pursuant to the terms and conditions set forth in the Appendix for
all EEA countries.

    


    Language
Consent.  By accepting this document providing for the terms
and conditions of my grant, I confirm having read and understood the documents
relating to this grant (the Stock Purchase Plan and this Subscription Agreement)
which were provided in English language.  I accept the terms of those
documents accordingly.

    


    En
acceptant ce document décrivant les termes et conditions de mon attribution, je
confirme ainsi avoir lu et compris les documents relatifs à cette attribution
(le Plan et cet Accord de Souscription) qui ont été communiqués en langue
anglaise.  J’accepte les termes de ces documents en connaissance de
cause.

    


    NOTIFICATIONS

    


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


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    GERMANY

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  My participation in the Stock Purchase Plan may
be limited pursuant to the terms and conditions set forth in the Appendix for
all EEA countries.

    


    NOTIFICATIONS

    


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

    


    INDIA

    


    NOTIFICATIONS

    


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

    


    KOREA

    


    TERMS
AND CONDITIONS

    


    Power of
Attorney.  I understand that I may be required to execute and
return a Power of Attorney to my local human resources representative in order
to participate in the Stock Purchase Plan and that my failure to do so may
prevent me from being able to participate in the Stock Purchase
Plan.

    


    NOTIFICATIONS

    


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

    


    MEXICO

    


    TERMS
AND CONDITIONS

    


    Payroll
Deductions.  In addition to any other enrollment procedures
specified by the Company, in order to participate in the Stock Purchase Plan I
understand that I must return the attached Payroll Withholding Authorization
Form to the Employer before the beginning of the Offering Period.

    


    Labor Law Policy and
Acknowledgment.  By participating in the Stock Purchase Plan, I
expressly recognize that Trimble Navigation Limited, with registered offices at
935 Stewart Drive, Sunnyvale, California 94085, U.S.A., is solely responsible
for the administration of the Stock Purchase Plan and that my participation in
the Stock Purchase Plan and purchase of shares of Common Stock does not
constitute an employment relationship between me and the Company since I am
participating in the Stock Purchase Plan on a wholly commercial basis and my
sole employer is Geo de SECO S. de R.L. de C.V.
(“Trimble-Mexico”).  Based on the foregoing, I expressly recognize
that the Stock Purchase Plan and the benefits that I may derive from
participation in the Stock Purchase Plan do not establish any rights between me
and the employer, Trimble-Mexico, and do not form part of the employment
conditions and/or benefits provided by Trimble-Mexico and any modification of
the Stock Purchase Plan or its termination shall not constitute a change or
impairment of the terms and conditions of my employment.


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


    I further
understand that my participation in the Stock Purchase Plan is as a result of a
unilateral and discretionary decision of the Company; therefore, the Company
reserves the absolute right to amend and/or discontinue my participation at any
time without any liability to me.

    


    Finally,
I hereby declare that I do not reserve to myself any action or right to bring
any claim against the Company for any compensation or damages regarding any
provision of the Stock Purchase Plan or the benefits derived under the Stock
Purchase Plan, and I therefore grant a full and broad release to the Company,
its affiliates, branches, representation offices, its shareholders, officers,
agents or legal representatives with respect to any claim that may
arise.

    


    Reconocimiento de Ausencia de
Relación Laboral y Declaración de la Política.  Participando en el Plan, reconozco
expresamente que Trimble Navigation Limited, con sus oficinas registradas en 935
Stewart Drive, Sunnyvale, California 94085, U.S.A., es el único responsable de
la administración del Plan y que mi participación en el mismo y la compra de
acciones no constituye de ninguna manera una relación laboral entre mi persona y
la Compañía dado que mi participación en el Plan deriva únicamente de una
relación comercial y que mi único empleador es Geo de SECO S. de R.L. de C.V.
(“Trimble-Mexico”). Derivado de lo anterior, expresamente reconozco que el Plan
y los beneficios que pudieran derivar del mismo no establecen ningún derecho
entre mi persona y el empleador, Trimble-Mexico, y no forman parte de las
condiciones laborales y/o prestaciones otorgadas por Trimble-Mexico, y cualquier
modificación al Plan o la terminación del mismo no podrá ser interpretada como
una modificación o degradación de los términos y condiciones de mi
trabajo.

    


    Asimismo,
entiendo que mi participación en el Plan es resultado de la decisión unilateral
y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho
absoluto para modificar y/o terminar mi participación en cualquier momento, sin
ninguna responsabilidad para mi persona.

    


    Finalmente,
manifiesto que no me reservo ninguna acción o derecho que origine una demanda en
contra de la Compañía por cualquier compensación o daño en relación con
cualquier disposición del Plan o de los beneficios derivados del mismo, y en
consecuencia otorgo un amplio y total finiquito a la Compañía, sus afiliadas,
sucursales, oficinas de representación, sus accionistas, directores, agentes y
representantes legales con respecto a cualquier demanda que pudiera
surgir.


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


    TRIMBLE
NAVIGATION LIMITED

    AMENDED
AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

     

    PAYROLL
WITHHOLDING AUTHORIZATION FORM

    FOR
EMPLOYEES IN MEXICO

    


    1.     
       The undersigned hereby elects to
participate in the Trimble Navigation Limited Amended and Restated Employee
Stock Purchase Plan (the “Stock Purchase Plan”) in order to purchase shares of
Common Stock, in accordance with the terms and conditions of the Stock Purchase
Plan and the Subscription Agreement, including the
Appendix.  Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the Stock Purchase Plan or the Subscription
Agreement, including the Appendix.

    


    2.     
       I hereby acknowledge that I have
received a full copy of the Stock Purchase Plan and that I understand the terms,
methods and consequences of participating in the Stock Purchase
Plan.

    


    3.          
  In order to make the purchases of shares of Common Stock more
efficient, I hereby request and authorize my employer, Geo de SECO S. de R.L. de
C.V. (the “Employer”), to withhold from my paycheck each pay period the amount
specified in the Subscription Agreement.  This withholding will
continue until I inform the Employer in writing to stop such payroll
withholding.

    


    4.         
   I hereby further request that the withholding to which the
preceding paragraph refers shall be delivered by the Employer to the Company or
the administrator of the Stock Purchase Plan (the
“Administrator”).  These amounts shall be used by the Company or the
Administrator to purchase shares of Common Stock in accordance with the terms
and conditions of the Stock Purchase Plan and the Subscription Agreement,
including the Appendix.

    


    5.        
    I acknowledge and agree that the participation of the
Employer in the Stock Purchase Plan is limited to acting as an intermediary in
delivering to the Company the amounts withheld from my paycheck each pay
period.  The Employer will make no additional salary payment or pay
other compensation to me as a result of the Stock Purchase Plan.

    


    6.    
        I hereby acknowledge that the
withholding I have requested is not a loss of salary and that I have received in
full for each pay period my entire salary during my participation in the Stock
Purchase Plan.

    


    7.      
      I acknowledge that my work relationship is
exclusively with the Employer and that there is no work relationship between the
Company and me.

    


    Therefore,
the Stock Purchase Plan shall not be considered a labor benefit in my favor, and
my participation in the Stock Purchase Plan creates no labor obligations or
rights between the Company and me.

    


    The
purchase rights are not part of normal or expected compensation for purposes of
calculating any termination, severance, resignation, redundancy, end-of-service
payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments under my employment relationship with the
Employer.  The value of the purchase rights and any shares purchased
or to be purchased pursuant to the Stock Purchase Plan, if any, are
extraordinary items, which are outside the scope of the employment contract with
the Employer, if any.


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    8.        
    By participating in the Stock Purchase Plan, I accept
all of its terms and conditions and, in particular, I acknowledge
that:

    


    (a)           the
Stock Purchase Plan is discretionary in nature and may be modified, amended,
suspended or terminated by the Company at any time;

    


    (b)           the
grant of purchase rights under the Stock Purchase Plan does not create any
contractual or other right to receive future grants of purchase rights, or
benefits in lieu of purchase rights;

    


    (c)           all
decisions with respect to future grants of stock purchase rights, if any, will
be at the sole discretion of the Company;

    


    (d)           my
participation in the Stock Purchase Plan is voluntary;

    


    (e)           the
right to purchase shares of Common Stock, if any, ceases upon termination of
employment with the Employer for any reason except as may otherwise be
explicitly provided in the Stock Purchase Plan or the Subscription
Agreement;

    


    (f)           the
future value of the shares of Common Stock purchased under the Stock Purchase
Plan is unknown and cannot be predicted with certainty; and

    


    (g)           the
Stock Purchase Plan is governed by, and subject to, the laws of the State of
California as provided in the Subscription Agreement.

    


    
      	 
      	
              Sincerely,

            
	 
      	 
      
	 
      	 
      
	 
      	
              Signature

            
	 
      	 
      
	 
      	 
      
	 
      	
              Name

            
	 
      	 
      
	 
      	 
      
	 
      	
              Date

            


    

    


    YOU
MUST PRINT, SIGN AND SUBMIT THIS FORM TO THE EMPLOYER, Geo de SECO S. de R.L. de
C.V., IN ORDER FOR PAYROLL DEDUCTIONS AND YOUR PARTICIPATION IN THE STOCK
PURCHASE PLAN TO BEGIN.

    


    NETHERLANDS

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  My participation in the Stock Purchase Plan may
be limited pursuant to the terms and conditions set forth in the Appendix for
all EEA countries.

    


    Withdrawal.  I
understand that, as provided by the Stock Purchase Plan, the Subscription
Agreement and the prospectus, I may withdraw all but not less than all the
payroll deductions credited to my account and not yet used to purchase shares at
any time by giving written notice to the Company.  I understand that
all of my payroll deductions credited to my account will be paid to me promptly,
without interest, after receipt of notice of withdrawal and that my
participation during that Offering Period will be automatically terminated, and
no further payroll deductions for the purchase of shares will be made during the
Offering Period.


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    


    Nature of
Grant.  The following provision supplements Paragraph 10 of the
Subscription Agreement:

    


    In
accepting the grant of purchase rights, I acknowledge that the purchase rights
granted under the Stock Purchase Plan are intended as an incentive for me to
remain employed with the Employer and are not intended as remuneration for labor
performed.

    


    NOTIFICATIONS

    


    Securities Law
Information.  I am advised of Dutch insider-trading rules,
which may impact the sale of shares purchased under the Stock Purchase
Plan.  In particular, I may be prohibited from effectuating certain
transactions if I have inside information regarding the Company.

    


    By
accepting the purchase rights and participating in the Stock Purchase Plan, I
acknowledge having read and understood this Securities Law Information and
further acknowledge that it is my 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 an employee in the Netherlands who has inside information as described
herein.

    


    Given the
broad scope of the definition of inside information, certain employees of the
Company, the Employer or a Subsidiary working in the Netherlands (possibly
including me) may have inside information and, thus, would be prohibited from
effectuating a transaction in securities in the Netherlands at a time when in
possession of such inside information.

    


    NEW
ZEALAND

    


    TERMS
AND CONDITIONS

    


    Securities Law
Acknowledgment.  I acknowledge that I will receive the
following documents in connection with the offer to purchase shares under the
Stock Purchase Plan:

    


    
      	
               
      

            	
              (i)

            	
              this
      Subscription Agreement, including the Appendix, which sets forth the terms
      and conditions of the offer to purchase
Shares;

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      
        	
              	
                (iii)

              	
                a
      copy of the description of the Trimble Navigation Limited Amended and
      Restated Employee Stock Purchase Plan (“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 I request copies
      of the documents incorporated by reference into the Description, the
      Company will provide me with the most recent documents incorporated by
      reference.

              


      

    


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    NORWAY

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  My participation in the Stock Purchase Plan may
be limited pursuant to the terms and conditions set forth in the Appendix for
all EEA countries.

    


    SINGAPORE

    


    NOTIFICATIONS

    


    Securities Law
Information.  The grant of purchase rights under the Stock
Purchase Plan is being made on a private basis and is, therefore, exempt from
registration in Singapore.

    


    Director
Notification.  If I am a director,
associate director or shadow director of a Singaporean Subsidiary, I must notify
the Singaporean Subsidiary in writing within two days of receiving or disposing
of an interest (e.g.,
purchase rights) in the Company or a Subsidiary, or within two days of becoming
a director if such an interest exists at the time.

    


    SWEDEN

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  My participation in the Stock Purchase Plan may
be limited pursuant to the terms and conditions set forth in the Appendix for
all EEA countries.

    


    SWITZERLAND

    


    NOTIFICATIONS

    


    Securities Law
Information.  The offer to participate in the Stock Purchase
Plan is considered a private offering in Switzerland and is, therefore, not
subject to registration in Switzerland.

    


    UNITED ARAB
EMIRATES

    


    NOTIFICATIONS

    


    Securities Law
Information.  Participation in the Stock Purchase Plan is being
offered only to qualified employees and is in the nature of providing equity
incentives to employees of a Subsidiary in the United Arab
Emirates.

    


    UNITED
KINGDOM

    


    TERMS
AND CONDITIONS

    


    Securities Law
Restriction.  My participation in the Stock Purchase Plan may
be limited pursuant to the terms and conditions set forth in the Appendix for
all EEA countries.


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    Joint
Election.  As a condition of participation in the Stock Purchase Plan
and the purchase of shares, I 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 purchase rights and any event giving rise to
Tax-Related Items (the “Employer NICs”).  Without prejudice to the
foregoing, I 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.  I further agree to execute such other joint elections as
may be required between me and any successor to the Company or the
Employer.  I further agree that the Company or the Employer may
collect the Employer NICs from me by any of the means set forth in Paragraph 8
of the Subscription Agreement.

    


    If
I do not enter into a Joint Election prior to the Exercise Date, I will not be
entitled to purchase the shares unless and until I enter into a Joint Election,
and no shares will be issued to me under the Stock Purchase Plan, without any
liability to the Company or the Employer.

    


    Tax
Obligations.  The following provision supplements Paragraph 8
of the Subscription Agreement:

    


    I agree
that, if I do not pay or the Company or the Employer does not withhold from me,
the full amount of Tax-Related Items that I owe at purchase of the shares, or
the release or assignment of these purchase rights for consideration, or the
receipt of any other benefit in connection with these purchase rights (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 me to the Company and/or the Employer, effective 90 days after the Taxable
Event.  I agree that the loan will bear interest at the official HMRC
rate and immediately will be due and repayable by me, and the Company and/or the
Employer may recover it at any time thereafter by withholding such amount from
Compensation or any other funds due to me by the Company or the Employer, by
withholding in shares issued upon purchase or from the cash proceeds from the
sale of shares or by demanding cash or a check from me.  I also
authorize the Company to delay the issuance of any shares to me unless and until
the loan is repaid in full.

    


    Notwithstanding
the foregoing, if I am an executive officer or director within the meaning of
Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended, the terms
of the immediately foregoing provision will not apply.  In the event
that I am an executive officer or 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 me on which additional income tax
and National Insurance contributions may be payable.  I acknowledge
that the Company and/or the Employer may recover any such additional income tax
and National Insurance contributions at any time thereafter by any of the means
referred to in Paragraph 8 of the Subscription Agreement.

    


     

    -29-