TRIMBLE
NAVIGATION
1988
EMPLOYEE STOCK PURCHASE PLAN
(as
amended May 19,
2004)
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.
(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.
(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.
(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.
(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 5,325,000 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.
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.
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.
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.
EXHIBIT
A
TRIMBLE
NAVIGATION
EMPLOYEE
STOCK
PURCHASE PLAN
SUBSCRIPTION
AGREEMENT
Location___________________________
_____
Original
ApplicationEnrollment
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 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:
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(First)
(Middle)
(Last) |
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| Relationship |
(Address) |
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| NAME:
(Please print) |
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(First) (Middle)
(Last) |
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| Relationship |
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(Address) |
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| Employee's
Social Security Number |
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| 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 _______________________________
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:
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:
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: