exhibit41


     

    EXHIBIT
      4.1

    TRIMBLE
      NAVIGATION

     

    1988
      EMPLOYEE STOCK PURCHASE PLAN

    (as
      amended January
      19, 2006)

     

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

     

    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. The provisions of the Plan shall, accordingly,
      be construed so as to extend and limit participation in a manner consistent
      with
      the requirements of that section of the Code.

     

    2.  Definitions.

     

    (a)  "Board"
      shall mean the
      Board of Directors of the Company.

     

    (b)  "Code"
      shall mean the
      Internal Revenue Code of 1986, as amended.

     

    (c)  "Common
      Stock"
      shall mean the
      Common Stock of the Company.

     

    (d)  "Company"
      shall mean Trimble
      Navigation.

     

    (e)  "Compensation"
      shall mean all
      regular straight time gross earnings, commissions, incentive bonuses, overtime,
      shift premium, lead pay and other similar compensation, but excluding automobile
      allowances, relocation and other non-cash compensation. Notwithstanding the
      foregoing, the Employee may elect to exclude bonuses from the calculation of
      compensation.

     

    (f)  "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, 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.

     

    (g)  "Designated
      Subsidiaries"
      shall mean the
      Subsidi-aries which have been designated by the Board from time to time in
      its
      sole discretion as eligible to participate in the Plan.

     

    (h)  "Employee"
      shall mean any
      person, including an officer, whose customary employment with the Company is
      at
      least twenty (20) hours per week by the Company or one of its Designated
      Subsidiaries and more than five (5) months in any calendar year.

     

    (i)  "Enrollment
      Date"
      shall mean the
      first day of each Offering Period.

     

    (j)  "Exercise
      Date"
      shall mean the
      last day of each Offering Period.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (k)  "Offering
      Period"
      shall mean, except
      with respect to the first Offering Period as described herein, a period of
      six
      (6) months during which an option granted pursuant to the Plan may be exercised.
      The first Offering Period shall commence August 15, 1988, and end
      December 31, 1988.

     

    (l)        
      "Plan"
      shall mean this
      Employee Stock Purchase Plan.

     

    (m)  "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.

     

    3.  Eligibility.

     

    (a)  Any
      Employee as
      defined in paragraph 2 who has been continuously employed by the Company for
      at
      least two (2) consecu-tive months and who shall be employed by the Company
      on a given Enrollment Date shall be eligible to participate in the Plan.
      However, notwithstanding the foregoing, for purposes of the first Offering
      Period only, any Employee defined in paragraph 2 who was employed by the
      Company as of August 9, 1988 shall be eligible to participate in the
      Plan.

     

    (b)  Any
      provisions of
      the Plan to the contrary notwith-standing, 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 425(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.

     

    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.
      The Plan shall continue thereafter until termi-nated in accordance with
      paragraph 19 hereof. Subject to the shareholder approval requirements of
      paragraph 19, the Board of Directors of the Company shall have the power to
      change the dura-tion 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.

     

    5.  Participation.

     

    (a)  An
      eligible Employee
      may become a participant in the Plan by completing a subscription agreement
      authorizing payroll deductions in the form of Exhibit A to this Plan and
      filing it with the Company's payroll office at least five (5) business days
      prior to the applicable Enrollment Date, unless a later time for filing the
      subscription agreement is set by the Board for all eligible Employees with
      respect to a given Offering Period.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b)  Payroll
      deductions
      for a participant shall commence on the first payroll following the Enrollment
      Date and shall end on the last payroll in the Offering Period to which such
      authorization is applicable, unless sooner terminated by the participant as
      provided in paragraph 10.

     

    6.  Payroll
      Deductions.


     

    (a)  At
      the time a
      participant files his or her subscrip-tion 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. 

     

    (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 participa-tion 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 Section 6(a)) by
      com-pleting 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 neces-sary to comply with Section 423(b)(8) of the
      Code
      and para-graph 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.

     

    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
      during such Offering Period up to a number of shares of the Company's Common
      Stock determined by dividing such Employee's payroll deductions accumulated
      prior to such Exercise Date and retained in the Partic-ipant's account as of
      the
      Exercise Date by the lower of (i) eighty-five percent (85%) of the fair
      market value of a share of the Company's Common Stock on the Enrollment Date
      or
      (ii) eighty-five percent (85%) of the fair market value of a share of the
      Company's Common Stock on the Exercise Date; provided that in no event shall
      an
      Employee be permitted to purchase during each Offering Period more than a number
      of shares determined by dividing $12,500 by the fair market value of a share
      of
      the Company's Common Stock on the Enrollment Date, and provided further that
      such purchase shall be subject to the limitations set forth in Section 3(b)
      and 12 hereof. Exercise of the option shall occur as provided in Section 8,
      unless the participant has withdrawn pursuant to Section 10, and shall
      expire on the last day of the Offering Period. Fair market value of a share
      of
      the Company's Common Stock shall be determined as provided in Section 7(b)
      herein.

     

    
      
        
        

      

      
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    (b)  The
      option price per
      share of the shares offered in a given Offering Period shall be the lower of:
      (i) 85% of the fair market value of a share of the Common Stock of the
      Company on the Enrollment Date; or (ii) 85% of the fair market value of a
      share of the Common Stock of the Company on the Exercise Date. The fair market
      value of the Company's 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 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.

     

    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 full shares subject to option shall
      be
      purchased for such participant at the applicable option price with the
      accumulated payroll deductions in his or her 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 with-drawal as
      provided in paragraph 10. During a participant's life-time, a participant's
      option to purchase shares hereunder is exercisable only by him or
      her.

     

    9.  Delivery.
      Unless a
      participant makes an election to delay the issuance of Certificate representing
      purchased shares, as promptly as practicable after each Exercise Date on which
      a
      pur-chase of shares occurs, the Company shall arrange the delivery to each
      participant, as appropriate, of a certificate representing the shares purchased
      upon exercise of his or her option. A partic-ipant may make an election to
      delay
      the issuance of stock certifi-cates representing shares purchased under the
      Plan
      by giving written notice to the Company the form of Exhibit D to this Plan.
      Any such election shall remain in effect until it is revoked by the participant
      or, if earlier, upon the termination of the partic-ipant's Continuous Status
      as
      an Employee. The Company may limit the time or times during which participants
      may revoke such elec-tions, except that a participant shall automatically
      receive a certificate as soon as practicable following termination of his or
      her
      Continuous Status as an Employee and that participants shall be given the
      opportunity to revoke such elections at least once each calendar
      year.

     

    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 in the form of Exhibit B to
      this Plan. 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 begin-ning of
      the
      succeeding Offering Period unless the participant delivers to the Company a
      new
      subscription agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b)  Upon
      termination of
      the participant's Continuous Status as an Employee prior to the Exercise Date
      for any reason, including retirement or death, 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.

     

    (c)  In
      the event an
      Employee fails to remain in Contin-uous Status as an Employee of the Company
      for
      at least twenty (20) hours per week during an Offering Period in which the
      Employee is a participant, he or she will be deemed to have elected to withdraw
      from the Plan and the payroll deductions credited to his or her account will
      be
      returned to such participant and such participant's option
      terminated.

     

    (d)  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.

     

    11.  Interest.
      No interest shall
      accrue on the payroll deductions of a participant in the Plan.

     

    12.  Stock.

     

    (a)  The
      maximum number
      of shares of the Company's Common Stock which shall be made available for sale
      under the Plan shall be 5,775,000 shares, subject to adjustment upon changes
      in
      capitali-zation 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, 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.

     

    (b)  The
      participant will
      have no interest or voting right in shares covered by his 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 of the Company 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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    14.  Designation
      of
      Beneficiary.

     

    (a)  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
      partici-pant'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 designa-tion of a beneficiary who
      is
      to receive any cash from the partici-pant's account under the Plan in the event
      of such participant's death prior to exercise of the option.

     

    (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
      partic-ipant's death, the Company shall deliver such shares and/or cash to
      the
      executor or administrator 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.

     

    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 reclas-sification 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    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
      substan-tially all of the assets of the Company, or the merger of the Com-pany
      with or into another corporation, any Purchase 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 with-drawn from the Offering
      Period as provided in Section 10 hereof.

     

    19.  Amendment
      or
      Termination.
      The Board of
      Directors of the Company may at any time and for any reason terminate or amend
      the Plan. Except as provided in paragraph 18, no such termination can
      affect options previously granted, provided that an Offering Period may be
      terminated by the Board of Directors 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. Except as provided in paragraph 18, no
      amendment may make any change in any option theretofore granted which adversely
      affects the rights of any participant. 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 regula-tion), 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.

     

    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 Exchange Act, 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.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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.  Term
      of
      Plan.
      The Plan shall
      become effective upon the earlier to occur of its adoption by the Board of
      Directors or its approval by the shareholders of the Company as described in
      para-graph 21. It shall continue in effect for a term of twenty (20)
      years unless sooner terminated under paragraph 19.

     

    


     

    
      
        
        

      

      
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    EXHIBIT
      A

     

    TRIMBLE
      NAVIGATION

     

    EMPLOYEE
      STOCK
      PURCHASE PLAN

    SUBSCRIPTION
      AGREEMENT

     

    


     

    Location___________________________

     

    _____
      Original
      Application                                Enrollment
      Date:
      ___________

    _____
      Change in
      Payroll Deduction Rate

    _____
      Change of
      Beneficiary(ies)

     

    1. 
      ___________
      hereby elects to
      participate in the Trimble Navigation 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.

     

    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 Pur-chase 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 Employee Stock Purchase Plan." I
      understand that my partici-pation in the Stock Purchase Plan is in all respects
      subject to the terms of the 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 dispose of any shares received by me pursuant to the 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 federal income tax pur-poses
      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 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 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    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.

     

    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    _________________________________________

                                

                                          
      _________________________________________

                    

                                  
      _________________________________________  

     

    
      
        
        

      

      
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    9.
      Data Privacy
      Consent. As a condition of the grant of the option, the Optionee consents to
      the
      collection, use and transfer of personal data as described in this paragraph.
      The Optionee understands that the Corporation and its Subsidiaries hold certain
      personal information about the Optionee, including the Optionee's name, home
      address and telephone number, date of birth, date of hire, social security
      number or identification number, salary, nationality, job title, grade level,
      job code, ranking, any shares of Stock or directorships held in the Corporation,
      details of all options or any other entitlement to shares of Stock awarded,
      canceled, exercised, vested, unvested or outstanding in the Optionee's favor,
      for the purpose of managing and administering the Plan ("Data"). The Optionee
      further understands that the Corporation and/or its Subsidiaries will transfer
      Data amongst themselves as necessary for the purpose of implementation,
      administration and management of the Optionee's participation in the Plan,
      and
      that the Corporation and/or any of its Subsidiaries any each further transfer
      Data to any third parties assisting Trimble Navigation Limited in the
      implementation, administration and management of the Plan. The Optionee
      understands that these recipients may be located in the European Economic Area,
      or elsewhere, such as the United States or Canada. The Optionee authorizes
      them
      to receive, possess, use, retain and transfer the Data, in electronic or other
      form, for the purposes of implementing, administering and managing the
      Optionee's participation in the Plan, including any requisite transfer to a
      broker or other third party with whom the Optionee may elect to deposit any
      shares of Stock acquired upon exercise of the option such Data as may be
      required for the administration of the Plan and/or the subsequent holding of
      shares of Stock on his or her behalf. The Optionee understands that he or she
      may, at any time, view Data, require any necessary amendments to it or withdraw
      the consents herein in writing by contacting his or her local Human Resources
      representative. Withdrawal of consent may, however, affect Optionee's ability
      to
      exercise or realize benefits from the option during the current offering
      period.

     

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

     

    


     

    Dated:
      ___________________________                   
      ___________________________________             

    Signature
      of
      Employee

     

    



    
      
        
           

           

        

        
        

      

      
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    EXHIBIT
      B

     

    TRIMBLE
      NAVIGATION

     

    EMPLOYEE
      STOCK
      PURCHASE PLAN

     

    NOTICE
      OF
      WITHDRAWAL

     

     

    The
      undersigned
      participant in the Offering Period of the Trimble Navigation Employee Stock
      Purchase Plan which began on ____________, ________ (the "Enrollment Date")
      hereby notifies the Company that he or she hereby withdraws from the Offering
      Period. He or she hereby directs the Company to pay to the undersigned as
      promptly as possible all the payroll deductions credited to his or her account
      with respect to such Offering Period. The undersigned understands and agrees
      that his or her option for such Offering Period will be automatically
      terminated. The undersigned under-stands further that no further payroll
      deductions will be made for the purchase of shares in the current Offering
      Period and the undersigned shall be eligible to participate in succeeding
      Offering Periods only by delivering to the Company a new Subscription
      Agreement.

     

    


     

    Name
      and Address of
      Participant

    _________________________________

                

                                       
      _________________________________

     

                                       
      _________________________________

     

     

    Signature

    _________________________________

                                       

    Date:

    _________________________________  

     

    



    
      
        
           

           

        

        
        

      

      
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    EXHIBIT C

     

    TRIMBLE
      NAVIGATION

    


     

    EMPLOYEE
      STOCK
      PURCHASE PLAN

     

    NOTICE
      TO RESUME
      PAYROLL DEDUCTIONS

     

     

     

    The
      undersigned
      participant in the Offering Period of the Trimble Navigation Employee Stock
      Purchase Plan which began on ______________, _______ hereby notifies the Company
      to resume payroll deductions for his or her account at the beginning of the
      next
      Exercise Period within such Offering Period in accordance with the terms of
      the
      Subscription Agreement executed by the undersigned at the beginning of the
      Offering Period. The undersigned understands that he or she may change the
      payroll deduction rate or the benefi-ciaries named in such Subscription
      Agreement by submitting a revised Subscription Agreement.

     

     

    
      Name
        and Address of
        Participant

      _________________________________

                  

                                         
        _________________________________

       

                                         
        _________________________________

       

       

      Signature

      _________________________________

                                         

      Date:

      _________________________________  

    

     

     

     

    



    
      
        
           

           

        

        
        

      

      
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    EXHIBIT
      D

     

    TRIMBLE
      NAVIGATION

    


     

    EMPLOYEE
      STOCK
      PURCHASE PLAN

     

    ELECTION/REVOCATION
      OF ELECTION

    DELAY
      ISSUANCE OF
      CERTIFICATE

     

    


     

    The
      undersigned
      participant in the 1988 Trimble Navigation Employee Stock Purchase Plan (the
      "Stock Purchase Plan"), hereby elects to allow Trimble Navigation (the
      "Company") or its agent to delay issuance of a certificate representing shares
      purchased under the Plan in accordance with the provisions of the Stock Purchase
      Plan. This election shall continue in effect until the termination of the
      undersigned's Continuous Status as an Employee or until revoked pursuant to
      such
      Stock Purchase Plan. This election shall not otherwise affect the participant's
      rights as a shareholder of the Company.

     

    -OR-

     

    ____________________
      hereby revokes his or her prior election to allow the Company to delay issuance
      of a certificate pursuant to the terms of the Stock Purchase Plan. The Company
      shall deliver to participant as promptly as practicable a certificate
      representing all shares purchased thereby.

     

     

    
      Name
        and Address of
        Participant

      _________________________________

                  

                                         
        _________________________________

       

                                         
        _________________________________

       

       

      Signature

      _________________________________

                                         

      Date:

      _________________________________  

    

     

     

    
      
        
        

      

      
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