exhibit42


     

    EXHIBIT
      4.2

    TRIMBLE
      NAVIGATION LIMITED

     

    2002
      STOCK
      PLAN

    (as
      amended and
      restated October 20, 2006)

    


     

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

     

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

            


    

     

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

            


    

     

    
      	·  	
              to
                promote the
                success of the Company's business.

            


    

     

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

     

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

     

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

     

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

     

    (c)     
      “Award”
means
      a grant of
      Shares or of a right to receive Shares pursuant to Section 7 of the
      Plan.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    3.  Stock Subject to the Plan.
      Subject to the
      provisions of Section 13 of the Plan, the maximum aggregate number of
      Shares that may be awarded or optioned and delivered under the Plan is
      6,000,000 Shares plus (a) any Shares which have been previously reserved
      but not issued under the Company’s 1993 Stock Option Plan (the “1993 Plan”) as
      of the date of shareholder approval of this Plan, and (b) any Shares returned
      to
      the 1993 Plan as a result of termination of options granted under the 1993
      Plan.
      The Shares may be authorized, but unissued, or reacquired Common Stock, all
      of
      which Shares may be granted as Incentive Stock Options and 5% of which may
      be
      granted as Awards.

     

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

     

    4.  Administration
      of
      the Plan.


     

    (a)  Procedure.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

     

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

     

    (ii)  to
      determine the
      number of shares of Common Stock to be covered by each Award or Option granted
      hereunder;

     

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

     

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

     

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


     

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

     

    (vii)  to
      modify or amend
      each Award or Option (subject to Section 15(c) of the Plan), including the
      discretionary authority to extend the post-termination exercisability period
      of
      Options longer than is otherwise provided for in the Plan; provided, however,
      that the Administrator shall not reduce the exercise price of Options or cancel
      any outstanding Option and replace it with a new Option with a lower exercise
      price, where the economic effect would be the same as reducing the exercise
      price of the cancelled Option, without the approval of the Company’s
      shareholders;

     

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

     

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

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

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

     

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

     

    6.  Limitations.

     

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

     

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

     

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

     

    (i)  No
      Service Provider
      shall be granted, in any fiscal year of the Company, Options and Awards covering
      more than 300,000 Shares.

     

    (ii)  In
      connection with
      his or her initial service, a Service Provider may be granted Options and Awards
      covering an additional 450,000 Shares, which shall not count against the limit
      set forth in subsection (i) above.

     

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

     

    (iv)  If
      an Award or
      Option is cancelled in the same fiscal year of the Company in which it was
      granted (other than in connection with a transaction described in Section13),
      the cancelled Option or Award will be counted against the limits set forth
      in
      subsections (i) and (ii) above. 

     

    7.      
      Stock
      Awards.
      Awards may be
      granted either alone or in addition to Options granted under the Plan. Upon
      each
      vesting date, provided that the Awardee is then a Service Provider, the Awardee
      shall be entitled to receive the number of Shares vested without payment of
      any
      consideration to the Company, unless otherwise required by applicable law.
      Unless otherwise provided in the Award Agreement, Awardees will have full voting
      rights and be entitled to regular cash dividends with respect to the Shares
      subject to their Awards. An Award Agreement may provide that certain
      restrictions will apply to any such dividends.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

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

     

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

     

    10.  Option
      Exercise
      Price and Consideration.

     

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

     

    (i)  In
      the case of an
      Incentive Stock Option

     

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

     

    (B)  granted
      to any
      Employee other than an Employee described in paragraph (A) immediately above,
      the per Share exercise price shall be no less than 100% of the Fair Market
      Value
      per Share on the date of grant.

     

    (ii)  In
      the case of a
      Nonstatutory Stock Option, the per Share exercise price shall be no less than
      100% of the Fair Market Value per Share on the date of grant.

     

    (iii)  Notwithstanding
      the
      foregoing, Options may be granted with a per Share exercise price of less than
      100% of the Fair Market Value per Share on the date of grant pursuant to a
      merger or consolidation of or by the Company with or into another corporation,
      the purchase or acquisition of property or stock by the Company of another
      corporation, any spin-off or other distribution of stock or property by the
      Company or another corporation, any reorganization of the Company, or any
      partial or complete liquidation of the Company, if such action by the Company
      or
      other corporation results in a significant number of Employees or employees
      being transferred to a new employer or discharged, or in the creation or
      severance of the Parent-Subsidiary relationship.

     

    (b)  Waiting
      Period
      and Exercise Dates.
      At the time an
      Option is granted, the Administrator shall fix the period within which the
      Option may be exercised and shall determine any con-ditions that must be
      satisfied before the Option may be exercised.

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (i)  cash;

     

    (ii)  check;

     

    (iii)  promissory
      note;

     

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

     

    (v)  consideration
      received by the Company under a cashless exercise program implemented by the
      Company in connection with the Plan;

     

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

     

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

     

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

     

    11.  Exercise
      of
      Option;
      Vesting of
      Awards.

     

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

     

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

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

     

    15.  Option
      Grants to
      Outside Directors.
      All grants of
      Options to Outside Directors shall be automatic and non-discretionary and shall
      be made strictly in accordance with the following provisions:

     

    (i)  No
      person shall have
      any discretion to select which Outside Directors shall be granted Options or
      to
      determine the number of Shares to be covered by Options granted to Outside
      Directors.

     

    (ii)  Each
      Outside
      Director shall be automatically granted an Option to purchase 15,000 Shares
      (the
      "First
      Option")
      upon the date on
      which such person first becomes a Director, whether through election by the
      shareholders of the Company or appointment by the Board of Directors to fill
      a
      vacancy.

     

    (iii)  After
      a First Option
      has been granted to any Outside Director, each Outside Director shall thereafter
      be automatically granted an Option to purchase 7,500 Shares (a "Subsequent
      Option")
      on the day of
      each subsequent annual shareholders meeting at which such Outside Director
      is
      reelected to an additional term; provided, however, that no Subsequent Option
      shall be granted for the first annual shareholders meeting following the grant
      of a First Option to any director.

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

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

     

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

     

    16.  Amendment
      and
      Termination of the Plan.

     

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

     

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

     

    (c)  Effect
      of
      Amendment or Termination.
      No amendment,
      alteration, suspension or termination of the Plan or any Award or Option shall
      (i) impair the rights of any Awardee or Optionee, unless mutually agreed
      otherwise between the Awardee or Optionee and the Administrator, which agreement
      must be in writing and signed by the Awardee or Optionee and the Company or
      (ii)
      permit the reduction of the exercise price of an Option after it has been
      granted (except for adjustments made pursuant to Section 13), unless approved
      by
      the Company’s shareholders. Neither may the Administrator, without the approval
      of the Company’s shareholders, cancel any outstanding Option and replace it with
      a new Option with a lower exercise price, where the economic effect would be
      the
      same as reducing the exercise price of the cancelled Option. Termination of
      the
      Plan shall not affect the Administrator's ability to exercise the powers granted
      to it hereunder with respect to Awards and Options granted under the Plan prior
      to the date of such termination. Any increase in the number of shares subject
      to
      the Plan, other than pursuant to Section 13 hereof, shall be approved by the
      Company’s shareholders.

     

    17.  Conditions
      Upon
      Issuance of Shares;
      Deferred
      Compensation Legislation.

     

    (a)  Legal
      Compliance.
      Shares shall not
      be issued pursuant to the exercise of an Option or the vesting of an Award
      unless the exercise of such Option and the issuance and delivery of such Shares
      shall comply with Applicable Laws and shall be further subject to the approval
      of counsel for the Company with respect to such compliance. The Plan is intended
      to comply with the requirements of Section 409A of the Code and Awards and
      Options granted under the Plan may be amended for puposes of such
      compliance.

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    19.  Reservation
      of
      Shares.
      The Company,
      during the term of this Plan, will at all times reserve and keep available
      such
      number of Shares as shall be sufficient to satisfy the requirements of the
      Plan.

     

    20.  Shareholder
      Approval.
      The Plan shall be
      subject to approval by the shareholders of the Company within twelve (12) months
      after the date the Plan is adopted. Such shareholder approval shall be obtained
      in the manner and to the degree required under Applicable Laws.



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002 STOCK
      PLAN - STOCK OPTION AGREEMENT

     

    Unless
      otherwise
      defined herein, the capitalized terms used in this Stock Option Agreement shall
      have the same defined meanings as set forth in the Company’s 2002 Stock
      Plan.

     

    
      	I.  	
              NOTICE
                OF
                STOCK OPTION GRANT

            


    

     

    Name:

     

    Address:

     

    You
      have been granted an option to purchase shares of the Common Stock of the
      Company, subject to the terms and conditions of the Plan and this Stock Option
      Agreement, as follows:

     

    Grant
      Number   ___________________________  

     

    Date
      of
      Grant    ___________________________  

     

    Vesting
      Commencement
      Date    ___________________________  

     

    Exercise
      Price per
      Share $ 
      ___________________________ 

     

    Total
      Number of
      Shares Granted  ___________________________  

     

    Total
      Exercise
      Price $ 
      ___________________________  


     

    Type
      of
      Option: ___
      Incentive Stock
      Option

                               
      ___ Nonstatutory Stock Option

     

    Term/Expiration
      Date:  ___________________________  

     

    Vesting
      Schedule:

     

    This
      Option shall be
      exercisable, in whole or in part, in accordance with the following
      schedule:

     

    20%
      of the Shares subject to this Option shall vest twelve months after the Vesting
      Commencement Date, and 1/60th
      of the Shares
      subject to this Option shall vest each month thereafter on the same day of
      the
      month as the Vesting Commencement Date, such that 100% of the Shares subject
      to
      this Option shall vest five (5) years from the Vesting Commencement Date
      subject to the Optionee continuing to be a Service Provider on such
      dates.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Termination
      Period:

     

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

     

     

    
      	II.  	
              AGREEMENT

            


    

     

    A.  Grant
      of
      Option.

     

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

     

    If
      designated in the
      Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to
      qualify as an Incentive Stock Option under Section 422 of the Code.
      However, if this Option is intended to be an Incentive Stock Option, to the
      extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be
      treated as a Nonstatutory Stock Option (“NSO”).

     

    B.  Exercise
      of
      Option.

     

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

     

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

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    C.  Method
      of
      Payment.

     

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

     

    1.  cash;
      or

     

    2.  check;
      or

     

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

     

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

     

    D.  Non-Transferability
      of Option.

     

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

     

    E.  Term
      of
      Option.

     

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

     

    F.  Tax
      Obligations.

     

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

     

    (b)  Notice
      of
      Disqualifying Disposition of ISO Shares.
      If the Option
      granted to Optionee herein is an ISO, and if Optionee sells or otherwise
      disposes of any of the Shares acquired pursuant to the ISO on or before the
      later of (1) the date two years after the Date of Grant, or (2) the
      date one year after the date of exercise, the Optionee shall immediately notify
      the Company in writing of such disposition. Optionee agrees that Optionee may
      be
      subject to income tax withholding by the Company on the compensation income
      recognized by the Optionee.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    G.  Entire
      Agreement;
      Governing Law.

     

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

     

    H.  NO
      GUARANTEE OF
      CONTINUED SERVICE.

     

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

     

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

     

    


     

    OPTIONEE:     TRIMBLE
      NAVIGATION
      LIMITED

    


    __________________________  __________________________

    Signature                                                         
      By

     

    __________________________              
      __________________________

    Print
      Name     Print
      Name

    


    __________________________          
__________________________

    Residence
      Address                                      
Title

     

    


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002 STOCK
      PLAN - STOCK OPTION AGREEMENT

     

    (Outside
      Director Option)

     

    Unless
      otherwise
      defined herein, the capitalized terms used in this Stock Option Agreement shall
      have the same defined meanings as set forth in the Company’s 2002 Stock
      Plan.

     

    
      	I.  	
              NOTICE
                OF
                STOCK OPTION GRANT

            


    

     

    Name:

     

    Address:

     

    You
      have been granted an option to purchase shares of the Common Stock of the
      Company, subject to the terms and conditions of the Plan and this Stock Option
      Agreement, as follows:

     

    Grant
      Number   ___________________________  

     

    Date
      of
      Grant   ___________________________  

     

    Vesting
      Commencement
      Date   ___________________________  

     

    Exercise
      Price per
      Share $  
      ___________________________ 

     

    Total
      Number of
      Shares Granted   ___________________________  

     

    Total
      Exercise
      Price $ 
      ___________________________ 

     

    Type
      of
      Option: Nonstatutory
      Stock
      Option  

     

    Term/Expiration
      Date:   ___________________________  

     

    Vesting
      Schedule:

     

    This
      Option shall be
      exercisable, in whole or in part, in accordance with the following
      schedule:

     

    This
      option shall
      vest and become exercisable cumulatively, to the extent of 1/36th
      of the Shares
      subject to the Option for each complete calendar month after the date of grant
      of the Option. 

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    Termination
      Period:

     

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

     

     

    
      	II.  	
              AGREEMENT

            


    

     

    A.  Grant
      of
      Option.

     

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

     

    B.  Exercise
      of
      Option.

     

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

     

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

     

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

     

    C.  Method
      of
      Payment.

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    1.  cash;
      or

     

    2.  check;
      or

     

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

     

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

     

    D.  Non-Transferability
      of Option.

     

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

     

    E.  Term
      of
      Option.

     

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

     

    F.  Tax
      Obligations.

     

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

     

    G.  Entire
      Agreement;
      Governing Law.

     

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

     

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

     

    


    OPTIONEE:     TRIMBLE
      NAVIGATION
      LIMITED

    
      


      __________________________  __________________________

      Signature                                                         
        By

       

      __________________________              
        __________________________

      Print
        Name     Print
        Name

      


      __________________________          
__________________________

      Residence
        Address                                      
Title

       

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


     

    EXHIBIT
      A

     

    TRIMBLE
      NAVIGATION LIMITED

     

    2002
      STOCK
      PLAN

     

    EXERCISE
      NOTICE

     

    


     

    Trimble
      Navigation Limited

    935
      Stewart
      Drive

    Sunnyvale,
      CA
      94085

    


     

    Attention:
      Stock
      Administrator

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

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

     

     

    Submitted
      by:                 Accepted
      by:

     

    PURCHASER:                 TRIMBLE
      NAVIGATION LIMITED

     

     ___________________________       ___________________________

    Signature                   By

    


    ___________________________      
      ___________________________
Print Name                        
      Print Name

     

    Address:                 
___________________________________   

           
               Title

    _________________________________ 

     

    _________________________________

     

                                 
      _________________________________
                                     
      Date
      Received

     

    


    
      
        
        

      

      
        22