UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________ 
FORM 10-Q
___________________________________ 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED October 2, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM             TO             
Commission file number: 001-14845
___________________________________ 
TRIMBLE NAVIGATION LIMITED
(Exact name of registrant as specified in its charter)
___________________________________ 
California
 
94-2802192
(State or other jurisdiction of
 
(I.R.S. Employer Identification Number)
incorporation or organization)
 
 
935 Stewart Drive, Sunnyvale, CA 94085
(Address of principal executive offices) (Zip Code)
Telephone Number (408) 481-8000
(Registrant’s telephone number, including area code)
___________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large Accelerated Filer
ý
Accelerated Filer
¨
 
 
 
 
 
Non-accelerated Filer
¨  (Do not check if a smaller reporting company)
Smaller Reporting Company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of November 5, 2015, there were 250,481,619 shares of Common Stock (no par value) outstanding.


TRIMBLE NAVIGATION LIMITED
FORM 10-Q for the Quarter Ended October 2, 2015
TABLE OF CONTENTS
 
PART I.
Page
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II.
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 2.
 
 
 
ITEM 4.
 
 
 
ITEM 6.
 
 

2

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) 
 
Third Quarter of
 
Fiscal Year End
As of
2015
 
2014
(In millions)
 
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
123.6

 
$
148.0

Accounts receivable, net
344.5

 
362.0

Other receivables
15.4

 
29.5

Inventories, net
271.4

 
278.1

Deferred income taxes
51.9

 
45.6

Other current assets
46.2

 
39.4

Total current assets
853.0

 
902.6

Property and equipment, net
162.0

 
157.4

Goodwill
2,083.7

 
2,085.8

Other purchased intangible assets, net
502.1

 
594.5

Other non-current assets
119.1

 
118.6

Total assets
$
3,719.9

 
$
3,858.9

LIABILITIES
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
150.3

 
$
64.4

Accounts payable
97.2

 
103.8

Accrued compensation and benefits
82.7

 
98.9

Deferred revenue
243.0

 
211.6

Accrued warranty expense
19.1

 
20.6

Other current liabilities
95.2

 
89.0

Total current liabilities
687.5

 
588.3

Non-current portion of long-term debt
609.1

 
674.0

Non-current deferred revenue
32.0

 
26.3

Deferred income taxes
93.8

 
121.1

Other non-current liabilities
94.3

 
95.8

Total liabilities
1,516.7

 
1,505.5

Commitments and contingencies (Note 8)

 

EQUITY
 
 
 
Shareholders’ equity:
 
 
 
Preferred stock, no par value; 3.0 shares authorized; none outstanding
—

 
—

Common stock, no par value; 360.0 shares authorized; 250.0 and 259.2 shares issued and outstanding as of the end of the third quarter of fiscal 2015 and fiscal year end 2014, respectively
1,216.0

 
1,207.3

Retained earnings
1,133.2

 
1,211.0

Accumulated other comprehensive loss
(147.0
)
 
(76.7
)
Total Trimble Navigation Ltd. shareholders’ equity
2,202.2

 
2,341.6

Noncontrolling interests
1.0

 
11.8

Total equity
2,203.2

 
2,353.4

Total liabilities and equity
$
3,719.9

 
$
3,858.9

See accompanying Notes to the Condensed Consolidated Financial Statements.

3

TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
  
Third Quarter of
 
First Three Quarters of
(In millions, except per share amounts)

2015
 
2014
 
2015
 
2014
Revenue:
 
 
 
 
 
 
 
Product
$
373.0

 
$
415.6

 
$
1,168.2

 
$
1,327.1

Service
103.9

 
98.3

 
310.5

 
291.7

Subscription
85.4

 
70.9

 
252.0

 
212.9

Total revenue
562.3

 
584.8

 
1,730.7

 
1,831.7

Cost of sales:
 
 
 
 
 
 
 
Product
175.5

 
189.3

 
554.0

 
605.4

Service
39.4

 
36.8

 
123.0

 
108.6

Subscription
26.1

 
21.8

 
75.8

 
58.4

Amortization of purchased intangible assets
23.3

 
20.1

 
68.8

 
61.0

Total cost of sales
264.3

 
268.0

 
821.6

 
833.4

Gross margin
298.0

 
316.8

 
909.1

 
998.3

Operating expense:
 
 
 
 
 
 
 
Research and development
79.6

 
79.0

 
251.3

 
237.2

Sales and marketing
89.1

 
95.8

 
281.8

 
288.8

General and administrative
63.2

 
111.4

 
192.1

 
230.2

Restructuring charges
2.7

 
0.2

 
9.0

 
1.3

Amortization of purchased intangible assets
17.4

 
19.3

 
53.4

 
56.8

Total operating expense
252.0

 
305.7

 
787.6

 
814.3

Operating income
46.0

 
11.1

 
121.5

 
184.0

Non-operating income (expense), net:
 
 
 
 
 
 
 
Interest expense, net
(6.4
)
 
(3.0
)
 
(19.1
)
 
(9.8
)
Foreign currency transaction gain (loss)
0.1

 
(3.2
)
 
1.2

 
(3.8
)
Income from equity method investments
4.7

 
2.8

 
14.1

 
11.5

Other income (expense), net
(0.9
)
 
(0.6
)
 
5.8

 
12.5

Total non-operating income (expense), net
(2.5
)
 
(4.0
)
 
2.0

 
10.4

Income before taxes
43.5

 
7.1

 
123.5

 
194.4

Income tax provision (benefit)
6.5

 
(4.7
)
 
26.7

 
36.4

Net income
37.0

 
11.8

 
96.8

 
158.0

Less: Net loss attributable to noncontrolling interests
(0.1
)
 
—

 
(0.3
)
 
(0.3
)
Net income attributable to Trimble Navigation Ltd.
$
37.1

 
$
11.8

 
$
97.1

 
$
158.3

Basic income per share
$
0.15

 
$
0.05

 
$
0.38

 
$
0.61

Shares used in calculating basic income per share
254.8

 
260.3

 
257.5

 
260.4

Diluted income per share
$
0.14

 
$
0.04

 
$
0.37

 
$
0.60

Shares used in calculating diluted income per share
257.2

 
264.4

 
260.3

 
265.1

See accompanying Notes to the Condensed Consolidated Financial Statements.

4

TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(In millions)
 
 
 
 
 
 
 
Net income
$
37.0

 
$
11.8

 
$
96.8

 
$
158.0

Foreign currency translation adjustments, net of tax

(15.3
)
 
(63.9
)
 
(70.5
)
 
(64.6
)
Net unrealized actuarial gain, net of tax
—

 
0.1

 
0.2

 
0.1

Comprehensive income (loss)
21.7

 
(52.0
)
 
26.5

 
93.5

Less: Comprehensive loss attributable to noncontrolling interests
(0.1
)
 
—

 
(0.3
)
 
(0.3
)
Comprehensive income (loss) attributable to Trimble Navigation Ltd.
$
21.8

 
$
(52.0
)
 
$
26.8

 
$
93.8

See accompanying Notes to the Condensed Consolidated Financial Statements.

5

TRIMBLE NAVIGATION LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
First Three Quarters of
(In millions)
2015
 
2014
Cash flow from operating activities:
 
 
 
Net income
$
96.8

 
$
158.0

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation expense
27.0

 
24.1

Amortization expense
122.2

 
117.8

Provision for doubtful accounts
1.7

 
2.9

Deferred income taxes
(0.5
)
 
(1.2
)
Stock-based compensation
37.3

 
32.1

Income from equity method investments
(14.1
)
 
(11.5
)
Gain on an equity sale
—

 
(15.1
)
Acquisition / divestiture gain (loss)
(5.8
)
 
6.0

Excess tax benefit for stock-based compensation
(1.4
)
 
(14.1
)
Provision for excess and obsolete inventories
5.1

 
3.5

Other non-cash items
9.0

 
(0.6
)
Add decrease (increase) in assets:
 
 
 
Accounts receivable
12.3

 
(12.7
)
Other receivables
6.5

 
(4.7
)
Inventories
(6.4
)
 
(27.2
)
Other current and non-current assets
(9.5
)
 
(12.9
)
Add increase (decrease) in liabilities:
 
 
 
Accounts payable
(6.9
)
 
(6.8
)
Accrued compensation and benefits
(15.4
)
 
(9.3
)
Deferred revenue
38.6

 
41.9

Accrued warranty expense
(1.4
)
 
2.7

Other liabilities
(18.7
)
 
37.6

Net cash provided by operating activities
276.4

 
310.5

Cash flow from investing activities:
 
 
 
Acquisitions of businesses, net of cash acquired
(101.7
)
 
(170.9
)
Acquisitions of property and equipment
(35.7
)
 
(35.0
)
Purchases of equity investments
(3.6
)
 
(10.9
)
       Acquisitions of intangible assets
(0.1
)
 
(7.0
)
Net proceeds from sale of business
12.1

 
—

Dividends received from equity investments
15.3

 
25.9

Other
0.3

 
(4.5
)
Net cash used in investing activities
(113.4
)
 
(202.4
)
Cash flow from financing activities:
 
 
 
Issuances of common stock, net of tax withholding
29.1

 
53.6

Payments related to repurchases of common stock
(234.4
)
 
(65.0
)
Excess tax benefit for stock-based compensation
1.4

 
14.1

Proceeds from debt and revolving credit lines
458.0

 
42.0

Payments on debt and revolving credit lines
(431.1
)
 
(153.3
)
Net cash used in financing activities
(177.0
)
 
(108.6
)
Effect of exchange rate changes on cash and cash equivalents
(10.4
)
 
(7.2
)
Net decrease in cash and cash equivalents
(24.4
)
 
(7.7
)
Cash and cash equivalents, beginning of period
148.0

 
147.2

Cash and cash equivalents, end of period
$
123.6

 
$
139.5


See accompanying Notes to the Condensed Consolidated Financial Statements.

6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
NOTE 1. OVERVIEW AND BASIS OF PRESENTATION
Trimble Navigation Limited (Trimble or the Company) began operations in 1978 and incorporated in California in 1981. The Company provides technology solutions that enable professionals and field mobile workers to improve or transform their work processes. Solutions are used across a range of industries including agriculture, architecture, civil engineering, survey and land administration, construction, geospatial, environmental management, government, natural resources, transportation and utilities. Representative Trimble customers include engineering and construction firms, contractors, surveying companies, farmers and agricultural companies, enterprise firms with large-scale fleets, energy, mining and utility companies, and state, federal and municipal governments.
Trimble focuses on integrating broad technological and application capabilities to create system-level solutions that transform how work is done within the industries the Company serves. Products are sold based on return on investment and provide benefits such as lower operational costs, higher productivity, improved quality, enhanced safety and regulatory compliance, and reduced environmental impact. Representative products include equipment that automates large industrial equipment such as tractors and bulldozers; integrated systems that track fleets of vehicles and workers and provide real-time information and powerful analytics to the back-office; data collection systems that enable the management of large amounts of geo-referenced information; software solutions that connect all aspects of a construction site or a farm; and building information modeling (BIM) software that is used throughout the design, build, and operation of buildings.
The Company has a 52-53 week fiscal year, ending on the Friday nearest to December 31, which for fiscal 2014 was January 2, 2015. The third quarter of fiscal 2015 and 2014 ended on October 2, 2015 and October 3, 2014, respectively. Both fiscal 2015 and 2014 are 52-week years. Unless otherwise stated, all dates refer to the Company’s fiscal year and fiscal periods.
The Condensed Consolidated Financial Statements include the results of the Company and its consolidated subsidiaries. Inter-company accounts and transactions have been eliminated. Noncontrolling interests represent the noncontrolling shareholders’ proportionate share of the net assets and results of operations of the Company’s consolidated subsidiaries.
The accompanying financial data for and as of the end of the third quarter of fiscal 2015 and for the third quarter and the first three quarters of fiscal 2015 and 2014 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with U.S. generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of fiscal year end 2014 is derived from the audited Consolidated Financial Statements included in the Annual Report on Form 10-K of Trimble Navigation Limited for fiscal year 2014. The following discussion should be read in conjunction with the Company’s 2014 Annual Report on Form 10-K.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes. Estimates are used for allowances for doubtful accounts, sales returns reserve, allowances for inventory valuation, warranty costs, investments, goodwill impairment, intangibles impairment, purchased intangibles, stock-based compensation, and income taxes among others. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.
In the opinion of management, all adjustments necessary have been made to present a fair statement of results for the interim periods presented. The results of operations for the third quarter and the first three quarters of fiscal 2015 are not necessarily indicative of the operating results for the full fiscal year or any future periods. Individual segment revenue may be affected by seasonal buying patterns and general economic conditions.
The Company has presented revenue and cost of sales separately for products, service and subscriptions. Product revenue includes primarily hardware, software licenses, parts and accessories; service revenue includes primarily hardware and software maintenance and support, training and professional services; subscription revenue includes software as a service (SaaS).
Historically, the Company allocated stock-based compensation to each segment. Beginning with the first quarter of fiscal 2015, the Company changed its methodology for allocating stock-based compensation to its segments. Stock-based compensation is shown in the aggregate within unallocated corporate expense and is not reflected in the segment results, which is consistent with the way the Chief Operating Decision Maker (CODM) evaluates each of the segment's performance and allocates resources. The Company has adjusted the presentation of previously reported segment information to conform to the current year methodology within Note 7.


7

In the third quarter of fiscal 2015, the Company identified an error in its previously reported financial statements with regard to a portion of its goodwill balance arising from deferred tax liabilities in foreign jurisdictions that had not been properly translated to U.S. dollars. As a result, both goodwill and the cumulative translation adjustment included in Accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets were overstated and the resulting foreign currency translation adjustment component of Other comprehensive income (loss) was incorrect. There was no impact on Net Income or Cash Flows.

The Company evaluated the impact of the error, both quantitatively and qualitatively, and concluded that the differences were not material individually or in the aggregate to any of the prior reporting periods. The impact has no effect on Net Income or Cash Flows, but in light of the significance of the cumulative amount of the error on comprehensive income on the third quarter and the projected full year 2015, the Company has revised previously issued financial information for periods contained in this Quarterly Report on Form 10-Q to correct for the foreign currency translation figures. Periods not presented herein will be revised, as applicable, when they are included in future filings. See Note 14 of the Notes to Condensed Consolidated Financial Statements for further information.
NOTE 2. UPDATES TO SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to the Company’s significant accounting polices during the first three quarters of fiscal 2015 from those disclosed in the Company’s most recent Form 10-K.
Recent Accounting Pronouncements
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The Company adopted the amendments beginning in the first quarter of fiscal 2015. The adoption did not have a material impact on the Company’s Condensed Consolidated Financial Statements.
In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the current revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised effective date for the Company under the new standard will be the beginning of fiscal 2018, with early adoption permitted as of the original effective date.  Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard.  The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.
In February 2015, the FASB issued amendments to the consolidation guidance. The amendments under the new guidance modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities and eliminate the presumption that a general partner should consolidate a limited partnership. The standard is effective for the Company in fiscal 2016, although early adoption is permitted. The Company does not anticipate a material impact on its consolidated financial statements as a result of the amendments.
In April 2015, the FASB issued amendments to the guidance for debt issuance costs that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability instead of being recorded as an asset. Amortization of the costs will continue to be reported as interest expense. The amendments are effective for the Company beginning in fiscal 2016. However, early adoption is permitted and the Company plans to adopt this standard in the fourth quarter of fiscal 2015. The new guidance will be applied retrospectively to each prior period presented. The Company does not anticipate a material impact on its consolidated financial statements as a result of this change.
In July 2015, the FASB issued amendments to simplify the measurement of inventory. Under the amendments, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The guidance defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation”. No other changes were made to the current guidance on inventory measurement. The amendments are effective for the Company beginning in fiscal 2017, although early adoption is permitted. The Company is currently evaluating the effect of the updated standard on its consolidated financial statements and related disclosures.

In September 2015, the FASB issued new guidance related to business combinations. The new guidance requires that any adjustments to provisional amounts in a business combination be recorded in the period such adjustments are determined, rather than retrospectively adjusting previously reported amounts. The standard is effective for the Company in fiscal 2016, although early adoption is permitted. The Company is currently evaluating the effect of this guidance on its consolidated financial statements and related disclosures.

8

NOTE 3. GAIN ON EQUITY SALE
In October, 2008, VirtualSite Solutions (VSS), a business formed by the Company and Caterpillar, began operations. Originally, the Company had a 65% ownership and Caterpillar had a 35% ownership in VSS. VSS develops software for fleet management and connected worksite solutions for both Caterpillar and Trimble and in turn, sells software subscription services to Caterpillar and Trimble, which are sold through Caterpillar's and the Company's respective distribution channels. For financial reporting purposes, VSS’s assets and liabilities were consolidated with those of the Company, as were its results of operations, which were reported under the Engineering and Construction segment. Caterpillar’s 35% interest was included in the overall Consolidated Financial Statements as Noncontrolling interest.
Effective January 4, 2014, the Company sold 15% of its ownership in VSS to Caterpillar resulting in both the Company and Caterpillar owning 50% of the VSS joint venture. After the sale the Company no longer held a controlling interest in VSS. The sale of the 15% ownership resulted in the deconsolidation of VSS and a gain in the amount of $15.1 million in the first quarter of fiscal 2014. Of this amount, $8.5 million relates to the remeasurement of the Company's retained interest to fair value which was measured using a combination of the income and market approaches. The total gain is included in Other income (expense), net on the Company's Condensed Consolidated Statements of Income. The Company's 50% investment in VSS is classified as an equity method investment.
NOTE 4. SHAREHOLDERS’ EQUITY
Stock Repurchase Activities
In August 2014, the Company's Board of Directors approved a stock repurchase program (2014 Stock Repurchase Program), authorizing the Company to repurchase up to $300.0 million of Trimble’s common stock, replacing a stock repurchase program which had been in place since 2011. In August 2015, the Company’s Board of Directors approved a stock repurchase program (2015 Stock Repurchase Program), authorizing the Company to repurchase up to $400.0 million of Trimble’s common stock, replacing the 2014 Stock Repurchase Program.
During the first three quarters of fiscal 2015, the Company repurchased approximately 7.5 million shares of common stock in open market purchases, at an average price of $21.29 per share, for a total of $159.4 million. This total includes $75.1 million and $84.3 million of open market purchases completed under the 2015 and 2014 Stock Repurchase Programs, respectively.
In addition, in September 2015, the Company entered into an accelerated share repurchase agreement, or ASR, with an investment bank, under which the Company made an upfront payment of $75 million to purchase shares of its common stock and received an initial delivery of 3.7 million shares. The final number of shares to be repurchased will be based on the volume-weighted average share price of Trimble’s common stock during the term of the ASR, minus a discount. The final settlement of the transactions under the ASR agreement will take place in the fourth quarter of 2015.
The Company accounted for the ASR program as two separate transactions: (i) the initial 3.7 million shares received valued at $68.2 million represents a stock repurchase transaction and (ii) the remaining $6.8 million represents a forward contract indexed to the Company's common stock. The initial delivery of 3.7 million shares resulted in an immediate reduction, on the delivery date, of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share.
During the first three quarters of fiscal 2014, under the provisions of both the 2014 and 2011 Stock Repurchase Programs, the Company repurchased approximately 2.1 million shares of common stock in open market purchases at an average price of $31.20 per share, for a total of $65.0 million.
Stock repurchases are reflected as a decrease to common stock based on the average book value per share for all outstanding shares calculated at the time of each individual repurchase transaction. The excess of the purchase price over this average for each repurchase was charged to retained earnings. As a result of the 2015 repurchases, retained earnings was reduced by $173.7 million in the first three quarters of fiscal 2015. Common stock repurchases under the program were recorded based upon the trade date for accounting purposes. All common shares repurchased under this program have been canceled.
At the end of the third quarter of fiscal 2015, the 2015 Stock Repurchase Program had remaining authorized funds of $249.9 million. Under the share repurchase program, the Company may repurchase shares from time to time in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers, or by other means. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice.

9

Stock-Based Compensation Expense
The Company accounts for its employee stock options, restricted stock units and employee stock purchase plan (ESPP) under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant. The value of the portion of the award that is expected to vest is recognized as expense over the related employees’ requisite service periods in the Company’s Condensed Consolidated Statements of Income.
The following table summarizes stock-based compensation expense related to employee stock-based compensation (for all plans) included in the unaudited Condensed Consolidated Statements of Income for the third quarter and the first three quarters of fiscal 2015 and 2014.
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
 
Cost of sales
$
1.0

 
$
0.8

 
$
2.9

 
$
2.3

Research and development
2.1

 
1.6

 
6.4

 
4.8

Sales and marketing
2.2

 
2.0

 
6.7

 
6.0

General and administrative
7.5

 
6.6

 
21.3

 
19.0

Total operating expenses
11.8

 
10.2

 
34.4

 
29.8

Total stock-based compensation expense
$
12.8

 
$
11.0

 
$
37.3

 
$
32.1

Fair Value of Trimble Options
Stock option expense recognized in the Condensed Consolidated Statements of Income is based on the fair value of the portion of share-based payment awards that is expected to vest during the period and is net of estimated forfeitures.
The compensation expense related to these awards is valued as of the grant date using a binomial valuation model and is recognized on a straight-line basis over the vesting period, typically four to five years. The binomial model takes into account variables such as volatility, dividend yield rate and risk free interest rate. In addition, the binomial model incorporates actual option-pricing behavior and changes in volatility over the option’s contractual term. For options granted during the third quarter and the first three quarters of fiscal 2015 and 2014, the following weighted average assumptions were used:
 
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
Expected dividend yield
—
 
—
 
—
 
—
Expected stock price volatility
35.4%
 
35.4%
 
35.4%
 
35.4%
Risk free interest rate
1.2%
 
0.9%
 
1.4%
 
1.2%
Expected life of options
3.8 years
 
3.9 years
 
4.3 years
 
4.0 years
Expected Dividend Yield – The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.
Expected Stock Price Volatility – The Company’s computation of expected volatility is based on a combination of implied volatilities from traded options on the Company’s stock and historical volatility, commensurate with the expected life of the stock options.
Expected Risk Free Interest Rate – The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the stock options.
Expected Life Of Options – The Company’s expected life represents the period that the Company’s stock options are expected to be outstanding and is determined based on historical experience of similar stock options with consideration to the contractual terms of the stock options, vesting schedules and expectations of future employee behavior.
Fair Value of Restricted Stock Units
Restricted stock units are converted into shares of Trimble common stock upon vesting, on a one-for-one basis, and typically vest at the end of three years. The compensation expense related to these awards is valued as of the grant date using the fair value of Trimble’s common stock and is recognized on a straight-line basis over the vesting period.
Fair Value of Employee Stock Purchase Plan

10

Rights to purchase shares are generally granted during the first and third quarter of each year. The compensation expense related to these rights granted under the Employee Stock Purchase Plan is valued as of the grant date using the Black-Scholes option-pricing model.
Fair Value of Market-Based Restricted Stock Units
Market-based restricted stock units are based on the achievement of the Company’s relative total shareholder return (TSR) of its common stock as compared to the TSR of the constituents of the S&P 500 at the start of the performance period. The number of shares that may be issued will range from 0% to 200% of the units granted. The compensation expense related to these awards is valued as of the grant date using a Monte Carlo simulation and is recognized on a straight-line basis over the vesting period.
NOTE 5. BUSINESS COMBINATIONS
During the first three quarters of fiscal 2015, the Company acquired ten businesses, all with cash consideration, in its Engineering and Construction, Field Solutions and Mobile Solutions segments. The Condensed Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition. The acquisitions were not significant individually or in the aggregate. The purchase prices ranged from less than $2.0 million to $30.0 million. The largest acquisition was a Norwegian company specializing in Building Information Modeling (BIM) software for infrastructure design software solutions across the European region. In the aggregate, the businesses acquired during the first three quarters of fiscal 2015 collectively contributed less than two percent to the Company's total revenue during the first three quarters of fiscal 2015.
The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of acquisition. For certain acquisitions completed in the last quarter of fiscal 2014 and the first three quarters of fiscal 2015, the fair value of the assets acquired and liabilities assumed are preliminary and may be adjusted as the Company obtains additional information, primarily related to adjustments for the true up of acquired net working capital in accordance with certain purchase agreements, and estimated values of certain net tangible assets and liabilities including tax balances, pending the completion of final studies and analyses. If there are adjustments made for these items, the fair value of intangible assets and goodwill could be impacted. Thus the provisional measurements of fair value are subject to change. Such changes could be significant. The Company expects to finalize the valuation of the net tangible and intangible assets as soon as practicable, but not later than one-year from the acquisition date.
The fair value of identifiable assets acquired and liabilities assumed were determined under the acquisition method of accounting for business combinations. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. Acquisition costs directly related to the acquisitions, including the changes in the fair value of the contingent consideration liabilities, of $2.7 million and $9.8 million for the third quarter and the first three quarters of fiscal 2015, respectively, and $4.1 million and $7.5 million for the corresponding periods of fiscal 2014, respectively, were expensed as incurred and were included in General and administrative expense in the Condensed Consolidated Statements of Income.
The following table summarizes the Company’s business combinations completed during the first three quarters of fiscal 2015.
 
First Three Quarters of
 
 
2015
 
(Dollars in millions)
 
 
Fair value of total purchase consideration
$
111.0

 
Less fair value of net assets acquired:
 
 
Net tangible assets acquired
5.4

 
Identifiable intangible assets
52.8

 
Deferred income taxes
(8.9
)
 
Goodwill
$
61.7

 


11

Intangible Assets
Intangible Assets consisted of the following: 
As of
Third Quarter of Fiscal 2015
 
Fiscal Year End 2014
 
Gross
 
 
 
 
 
Gross
 
 
 
 
 
Carrying
 
Accumulated
 
Net Carrying
 
Carrying
 
Accumulated
 
Net Carrying
(Dollars in millions)
Amount
 
Amortization
 
Amount
 
Amount
 
Amortization
 
Amount
Developed product technology
$
786.5

 
$
(512.4
)
 
$
274.1

 
$
770.4

 
$
(445.4
)
 
$
325.0

Trade names and trademarks
52.0

 
(38.4
)
 
13.6

 
51.2

 
(33.9
)
 
17.3

Customer relationships
443.1

 
(248.4
)
 
194.7

 
455.0

 
(226.8
)
 
228.2

Distribution rights and other intellectual properties
78.9

 
(59.2
)
 
19.7

 
78.5

 
(54.5
)
 
24.0

 
$
1,360.5

 
$
(858.4
)
 
$
502.1

 
$
1,355.1

 
$
(760.6
)
 
$
594.5

The estimated future amortization expense of purchased intangible assets as of the end of the third quarter of fiscal 2015 was as follows:
 
(Dollars in millions)
 
2015 (Remaining)
$
40.5

2016
147.7

2017
124.8

2018
96.1

2019
54.4

Thereafter
38.6

Total
$
502.1

Goodwill
The changes in the carrying amount of goodwill by segment for the first three quarters of fiscal 2015 were as follows:
 
 
Engineering
and
Construction
 
Field
Solutions
 
Mobile
Solutions
 
Advanced
Devices
 
Total
(Dollars in millions)
 
 
 
 
 
 
 
 
 
Balance as of fiscal year end 2014
$
1,170.6

 
$
96.0

 
$
796.0

 
$
23.2

 
$
2,085.8

Additions due to acquisitions
33.6

 
11.1

 
17.0

 
—

 
61.7

Purchase price adjustments
(0.6
)
 
1.7

 
—

 
—

 
1.1

Foreign currency translation adjustments
(41.4
)
 
(2.4
)
 
(5.0
)
 
(1.8
)
 
(50.6
)
Divestiture
(14.3
)
 
—

 
—

 
—

 
(14.3
)
Balance as of the end of the third quarter of fiscal 2015
$
1,147.9

 
$
106.4

 
$
808.0

 
$
21.4

 
$
2,083.7


12

NOTE 6. INVENTORIES
Inventories, net, consisted of the following: 
 
Third Quarter of
 
Fiscal Year End
As of
2015
 
2014
(Dollars in millions)
 
 
 
Raw materials
$
94.9

 
$
116.8

Work-in-process
6.9

 
4.8

Finished goods
169.6

 
156.5

Total inventories, net
$
271.4

 
$
278.1

Finished goods includes $15.3 million as of the end of the third quarter of fiscal 2015 and $9.4 million as of fiscal year end 2014 for costs that have been deferred in connection with deferred revenue arrangements.
NOTE 7. SEGMENT INFORMATION
To achieve distribution, marketing, production and technology advantages, the Company manages its operations in the following four segments:
•
Engineering and Construction — Consists of hardware, software and services solutions for a variety of applications including:  survey, heavy civil and building construction; infrastructure, geospatial, railway, mining and utilities.

•
Field Solutions — Consists of hardware, software and services solutions for applications including agriculture, mapping and geographic information systems (GIS), utilities, and energy distribution.

•
Mobile Solutions — Consists of hardware, software and services solutions that enable end-users to monitor and manage their mobile work, mobile workers and mobile assets.
•
Advanced Devices — The various operations that comprise this segment are aggregated on the basis that these operations, taken as a whole, do not exceed 10% of the Company’s total revenue, operating income or assets. This segment is comprised of the Embedded Technologies and Timing, Military and Advanced Systems, Applanix, Trimble Outdoors, and ThingMagic businesses.
The Company’s CODM, its Chief Executive Officer, evaluates each of its segment’s performance and allocates resources based on segment operating income before income taxes and some corporate allocations. The Company and each of its segments employ consistent accounting policies. In each of its segments the Company sells many individual products. For this reason it is impracticable to segregate and identify revenue for each of the individual products or group of products.
The following table presents revenue, operating income, depreciation expense and identifiable assets for the four segments. Operating income is revenue less cost of sales and operating expense, excluding general corporate expense, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition costs and restructuring costs. The identifiable assets that the CODM views by segment are accounts receivable, inventories and goodwill.

13

 
Reporting Segments
 
Engineering
and
Construction
 
Field
Solutions
 
Mobile
Solutions
 
Advanced
Devices
 
Total
(Dollars in millions)
 
 
 
 
 
 
 
 
 
Third Quarter of Fiscal 2015
 
 
 
 
 
 
 
 
 
Segment revenue
$
326.4

 
$
73.5

 
$
131.6

 
$
30.8

 
$
562.3

Operating income
68.8

 
19.5

 
23.1

 
10.8

 
122.2

       Depreciation expense
3.5

 
0.3

 
1.4

 
0.1

 
5.3

Third Quarter of Fiscal 2014
 
 
 
 
 
 
 
 
 
Segment revenue
$
342.2

 
$
88.8

 
$
121.2

 
$
32.6

 
$
584.8

Operating income
74.2

 
26.1

 
19.5

 
9.6

 
129.4

       Depreciation expense
3.4

 
0.2

 
1.5

 
0.2

 
5.3

First Three Quarters of Fiscal 2015
 
 
 
 
 
 
 
 
 
Segment revenue
$
964.2

 
$
275.9

 
$
388.1

 
$
102.5

 
$
1,730.7

Operating income
166.3

 
85.0

 
62.5

 
37.1

 
350.9

       Depreciation expense
10.6

 
0.9

 
4.0

 
0.4

 
15.9

First Three Quarters of Fiscal 2014
 
 
 
 
 
 
 
 
 
Segment revenue
$
1,019.6

 
$
341.4

 
$
362.7

 
$
108.0

 
$
1,831.7

Operating income
231.0

 
119.4

 
58.5

 
34.4

 
443.3

       Depreciation expense
9.7

 
0.6

 
4.0

 
0.5

 
14.8

As of the Third Quarter of Fiscal 2015
 
 
 
 
 
 
 
 
 
Accounts receivable
$
210.5

 
$
45.2

 
$
66.8

 
$
22.0

 
$
344.5

Inventories
187.4

 
39.9

 
28.6

 
15.5

 
271.4

Goodwill
1,147.9

 
106.4

 
808.0

 
21.4

 
2,083.7

As of Fiscal Year End 2014
 
 
 
 
 
 
 
 
 
Accounts receivable
$
227.7

 
$
51.6

 
$
62.9

 
$
19.8

 
$
362.0

Inventories
185.2

 
51.0

 
26.1

 
15.8

 
278.1

Goodwill
1,170.6

 
96.0

 
796.0

 
23.2

 
2,085.8

Historically, the Company allocated stock-based compensation to each segment. Beginning with the first quarter of fiscal 2015, the Company changed its methodology for allocating stock-based compensation to its segments. Stock-based compensation is shown in the aggregate within unallocated corporate expense and not reflected in the segment results, which is consistent with the way the CODM evaluates each of the segment's performance and allocates resources. The Company has adjusted the presentation of segment information for the third quarter and first three quarters of fiscal 2014 to conform to the current year methodology. The following table shows the amount of stock-based compensation that had been previously allocated to the business segments in the third quarter and first three quarters of fiscal 2014 and the impact to those segments' Operating income.

14

 
Reporting Segments
 
Engineering
and
Construction
 
Field
Solutions
 
Mobile
Solutions
 
Advanced
Devices
 
Total
(Dollars in millions)
 
 
 
 
 
 
 
 
 
Third Quarter of Fiscal 2014
 
 
 
 
 
 
 
 
 
Operating income
$
74.2

 
$
26.1

 
$
19.5

 
$
9.6

 
$
129.4

Previously allocated stock-based compensation
(3.6
)
 
(0.9
)
 
(1.3
)
 
(0.5
)
 
(6.3
)
Previously reported operating income
$
70.6

 
$
25.2

 
$
18.2

 
$
9.1

 
$
123.1

 
 
 
 
 
 
 
 
 
 
First Three Quarters of Fiscal 2014
 
 
 
 
 
 
 
 
 
Operating income
$
231.0

 
$
119.4

 
$
58.5

 
$
34.4

 
$
443.3

Previously allocated stock-based compensation
(11.0
)
 
(2.6
)
 
(3.7
)
 
(1.5
)
 
(18.8
)
Previously reported operating income
$
220.0

 
$
116.8

 
$
54.8

 
$
32.9

 
$
424.5

A reconciliation of the Company’s consolidated segment operating income to consolidated income before income taxes is as follows: 
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
 
Consolidated segment operating income
$
122.2

 
$
129.4

 
$
350.9

 
$
443.3

Unallocated corporate expense
(32.8
)
 
(74.8
)
 
(97.4
)
 
(134.0
)
Amortization of purchased intangible assets
(40.7
)
 
(39.4
)
 
(122.2
)
 
(117.8
)
Acquisition costs
(2.7
)
 
(4.1
)
 
(9.8
)
 
(7.5
)
Consolidated operating income
46.0

 
11.1

 
121.5

 
184.0

Non-operating income (expense), net:
(2.5
)
 
(4.0
)
 
2.0

 
10.4

Consolidated income before taxes
$
43.5

 
$
7.1

 
$
123.5

 
$
194.4

Unallocated corporate expense includes general corporate expense, amortization of acquisition-related inventory step-up, restructuring charges, stock-based compensation expense and litigation reserves. In the third quarter and first three quarters of fiscal 2014, unallocated corporate expenses included litigation reserves of $52.0 million, of which $51.3 million relates to Recreational Data Services, Inc. (RDS) that was reserved during the third quarter based on a jury verdict in favor of the plaintiff, RDS and then reversed during the fourth quarter after the judge overturned the verdict.
NOTE 8. DEBT, COMMITMENTS AND CONTINGENCIES
Debt consisted of the following:
 
 
Third Quarter of
 
Fiscal Year End
As of
2015
 
2014
(Dollars in millions)
 
 
 
Notes
$
400.0

 
$
400.0

Unamortized discount on Notes
(2.9
)
 
(3.2
)
Credit Facilities:
 
 
 
       2014 Credit facility
211.0

 
277.0

       Uncommitted facilities
150.0

 
57.0

Promissory notes and other debt
1.3

 
7.6

Total debt
759.4

 
738.4

Less current portion of long-term debt
150.3

 
64.4

Non-current portion
$
609.1

 
$
674.0


15

Notes
On October 30, 2014, the Company filed a shelf registration statement with the Securities and Exchange Commission (SEC) for the issuance of senior debt securities. On November 24, 2014, the Company issued $400.0 million of Senior Notes (“Notes”) under the shelf registration statement. Net proceeds from the offering were $396.9 million after deducting the 0.795% discount on the public offering price. The Company recognized $3.0 million of debt issuance costs associated with the issuance of the Notes, including an underwriting discount of $2.6 million. The discount and debt issuance costs are being amortized to interest expense using the effective interest rate method over the term of the Notes. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears in cash on December 1 and June 1 of each year, beginning on June 1, 2015. The Notes are classified as long-term in the Condensed Consolidated Balance Sheet.
Prior to September 1, 2024, Trimble may redeem the Notes at its option at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of interest and principal, calculated on a semiannual basis using a discount rate equal to the U.S. Treasury rate plus 40 basis points. After September 1, 2024, Trimble may redeem the Notes at its option at any time, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon. In addition, in the event of a change of control, as defined in the prospectus filed with the SEC, each holder of the Notes will have the right to require Trimble to purchase for cash all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest.
In connection with the closing of the Notes offering, Trimble entered into an Indenture with U.S. Bank National Association, as trustee. The Indenture contains covenants limiting Trimble’s ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer or lease all or substantially all of Trimble’s properties and assets to, another person, each subject to certain exceptions. The Notes contain no financial covenants.
Credit Facilities
2014 Credit Facility
On November 24, 2014, the Company entered into a new five-year credit agreement with a group of lenders (the “2014 Credit Facility”). The 2014 Credit Facility provides for an unsecured revolving loan facility of $1.0 billion and a letter of credit sub-facility of up to $50.0 million. Subject to the terms of the 2014 Credit Facility, the revolving loan facility may be increased and/or term loan facilities may be established in an amount up to $500.0 million. The outstanding balance as of the end of the third fiscal quarter of 2015 of $211.0 million is classified as long-term in the Condensed Consolidated Balance Sheet.
The 2014 Credit Facility replaced the Company's previous 2012 Credit Facility comprised of a five-year revolving loan facility of $700.0 million and a five-year $700.0 million term loan facility. Upon entering into the 2014 Credit Facility, the Company recognized $1.6 million of debt issuance costs associated with the 2014 Credit Facility. The remaining unamortized debt issuance costs associated with the 2012 Credit Facility and the new debt issuance costs associated with the 2014 Credit Facility are being amortized to interest expense using the effective interest rate method over the term of the 2014 Credit Facility.
The funds available under the 2014 Credit Facility may be used for working capital and general corporate purposes including the financing of certain acquisitions and the payment of transaction fees and expenses related to such acquisitions. Under the 2014 Credit Facility, the Company may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. Amounts not borrowed under the revolving facility will be subject to a commitment fee, to be paid in arrears on the last day of each fiscal quarter, ranging from 0.10% to 0.30% per annum depending on either the Company's credit rating at such time or the Company's leverage ratio as of the most recently ended fiscal quarter, whichever results in more favorable pricing to the Company.
The Company may borrow funds under the 2014 Credit Facility in U.S. Dollars, Euros or in certain other agreed currencies, and borrowings will bear interest, at the Company’s option, at either: (i) a floating per annum base rate determined by reference to the highest of: (a) the administrative agent’s prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) reserve-adjusted LIBOR for an interest period of one month plus 1.00%, plus a margin of between 0.00% and 0.75%, or (ii) a reserve-adjusted fixed per annum rate based on LIBOR or EURIBOR, depending on the currency borrowed, plus a margin of between 1.00% and 1.75%. The applicable margin in each case is determined based on either Trimble’s credit rating at such time or Trimble’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to Trimble. Interest is payable on the last day of each fiscal quarter with respect to borrowings bearing interest at the base rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at LIBOR or EURIBOR rate.
The 2014 Credit Facility contains various customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The 2014 Credit Facility also contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict the Company's ability to create liens and enter into sale and leaseback transactions, and that restrict its subsidiaries’ ability to incur indebtedness. Further, the 2014

16

Credit Facility contains financial covenants that require the maintenance of minimum interest coverage and maximum leverage ratios. Specifically, the Company must maintain as of the end of each fiscal quarter a ratio of (a) EBITDA (as defined in the 2014 Credit Facility) to (b) interest expense for the most recently ended period of four fiscal quarters of not less than 3.50 to 1.00. The Company must also maintain, at the end of each fiscal quarter, a ratio of (x) total indebtedness (as defined in the 2014 Credit Facility) to (y) EBITDA (as defined in the 2014 Credit Facility) for the most recently ended period of four fiscal quarters of not greater than 3.00 to 1.00; provided, that on the completion of a material acquisition, the Company may increase the ratio by 0.50 for the fiscal quarter during which such acquisition occurred and each of the three subsequent fiscal quarters. The Company was in compliance with these covenants at the end of the third quarter of fiscal 2015.
The 2014 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. Upon the occurrence and during the continuance of an event of default, interest on the obligations will accrue at an increased rate and the lenders may accelerate the Company's obligations under the 2014 Credit Facility, except that acceleration will be automatic in the case of bankruptcy and insolvency events of default.
The interest rate on the non-current debt outstanding under the credit facilities was 1.46% and 1.42% at the end of the third quarter of fiscal 2015 and fiscal year end 2014, respectively.
Uncommitted Facilities
The Company also has two $75 million revolving credit facilities which are uncommitted (the "Uncommitted Facilities"). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The interest rate on the Uncommitted Facilities is 1.00% plus either LIBOR or the bank’s cost of funds or as otherwise agreed upon by the bank and the Company. The $150.0 million outstanding at the end of the third quarter of fiscal 2015 and the $57.0 million outstanding at the end of fiscal 2014 under the Uncommitted Facilities are classified as short-term in the Condensed Consolidated Balance Sheet. The weighted average interest rate on the Uncommitted Facilities was 1.13% at the end of the third quarter of fiscal 2015 and 1.15% at the end of fiscal 2014.
Promissory Notes and Other Debt
At the end of the third quarter of fiscal 2015 and the end of fiscal 2014, the Company had promissory notes and other notes payable totaling approximately $1.3 million and $7.6 million, respectively, of which less than $1.0 million for both periods was classified as long-term in the Consolidated Balance Sheet.
Debt Maturities
At the end of the third quarter of fiscal 2015, the Company's debt maturities based on outstanding principal were as follows (dollars in millions):
Year Payable
 
2015 (Remaining)
$
150.1

2016
0.2

2017
0.3

2018
0.2

2019
211.1

Thereafter
400.4

Total
$
762.3

Leases and Other Commitments
The estimated future minimum operating lease commitments as of the end of the third quarter of fiscal 2015 are as follows (dollars in millions):
 
2015 (Remaining)
$
9.3

2016
27.0

2017
21.8

2018
16.0

2019
12.4

Thereafter
35.8

Total
$
122.3


17

As of the end of the third quarter of fiscal 2015, the Company had unconditional purchase obligations of approximately $132.4 million. These unconditional purchase obligations primarily represent open non-cancelable purchase orders for material purchases with the Company’s vendors. Purchase obligations exclude agreements that are cancelable without penalty.
NOTE 9. FAIR VALUE MEASUREMENTS
The Company determines fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on observable market prices or parameters. Where observable prices or inputs are not available, valuation models are applied. Hierarchical levels, defined by the guidance on fair value measurements are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, and are as follows:
Level I—Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level III—Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations.
 
Fair Values as of the end of the Third Quarter of Fiscal 2015
 
Fair Values as of Fiscal Year End 2014
(Dollars in millions)
Level I
 
Level II
 
Level III
 
Total
 
Level I
 
Level II
 
Level III
 
Total
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred compensation plan assets (1)
$
19.9

 
$
—

 
$
—

 
$
19.9

 
$
19.2

 
$
—

 
$
—

 
$
19.2

Derivative assets (2)
—

 
1.1

 
—

 
1.1

 
—

 
2.9

 
—

 
2.9

Contingent consideration assets (3)
—

 
—

 
7.0

 
7.0

 
—

 
—

 
8.3

 
8.3

Total
$
19.9

 
$
1.1

 
$
7.0

 
$
28.0

 
$
19.2

 
$
2.9

 
$
8.3

 
$
30.4

Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred compensation plan liabilities (1)
$
19.9

 
$
—

 
$
—

 
$
19.9

 
$
19.2

 
$
—

 
$
—

 
$
19.2

Derivative liabilities (2)
—

 
0.1

 
—

 
0.1

 
—

 
1.4

 
—

 
1.4

Contingent consideration liabilities (4)
—

 
—

 
1.7

 
1.7

 
—

 
—

 
3.7

 
3.7

Total
$
19.9

 
$
0.1

 
$
1.7

 
$
21.7

 
$
19.2

 
$
1.4

 
$
3.7

 
$
24.3

 
(1)
The Company maintains a self-directed, non-qualified deferred compensation plan for certain executives and other highly compensated employees. The plan assets and liabilities are invested in actively traded mutual funds and individual stocks valued using observable quoted prices in active markets. Deferred compensation plan assets and liabilities are included in Other non-current assets and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.
(2)
Derivative assets and liabilities primarily represent forward currency exchange contracts. The Company typically enters into these contracts to minimize the short-term impact of foreign currency exchange rates on certain trade and inter-company receivables and payables. Derivative assets and liabilities are included in Other current assets and Other current liabilities on the Company's Condensed Consolidated Balance Sheets.
(3)
Contingent consideration assets represents arrangements for buyers to pay the Company for certain businesses that it has divested. The fair value is determined based on the Company's expectations of future receipts. The minimum amount to be received under these arrangements is $3.5 million. Contingent consideration assets are included in Other receivables and Other non-current assets on the Company's Condensed Consolidated Balance Sheets.

18

(4)
Contingent consideration liabilities represent arrangements to pay the former owners of certain companies that Trimble acquired. The undiscounted maximum payment under the arrangements is $14.6 million at the end of the third quarter of fiscal 2015, based on estimated future revenues or other milestones. Contingent consideration liabilities are included in Other current liabilities and Other non-current liabilities on the Company's Condensed Consolidated Balance Sheets.
Additional Fair Value Information
The following table provides additional fair value information relating to the Company’s financial instruments outstanding:
 
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
As of
Third Quarter of Fiscal 2015
 
Fiscal Year End 2014
(Dollars in millions)
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
123.6

 
$
123.6

 
$
148.0

 
$
148.0

Liabilities:
 
 
 
 
 
 
 
Notes
$
400.0

 
$
405.0

 
$
400.0

 
$
396.9

Credit facilities
211.0

 
211.0

 
277.0

 
277.0

Uncommitted facilities
150.0

 
150.0

 
57.0

 
57.0

Promissory notes and other debt
1.3

 
1.3

 
7.6

 
7.6

The fair value of cash and cash equivalents is based on quoted prices in active markets for identical assets or liabilities, and is categorized as Level I in the fair value hierarchy. The fair value of the Notes was determined based on observable market prices in less active markets and is categorized accordingly as Level II in the fair value hierarchy. The fair value of the bank borrowings and promissory notes has been calculated using an estimate of the interest rate the Company would have had to pay on the issuance of notes with a similar maturity and discounting the cash flows at that rate, and is categorized as Level II in the fair value hierarchy. The fair values do not give an indication of the amount that the Company would currently have to pay to extinguish any of this debt.
NOTE 10. PRODUCT WARRANTIES
The Company accrues for warranty costs as part of its cost of sales based on associated material product costs, technical support, labor costs, and costs incurred by third parties performing work on the Company’s behalf. The Company’s expected future costs are primarily estimated based upon historical trends in the volume of product returns within the warranty period and the costs to repair or replace the equipment. The products sold are generally covered by a warranty for periods ranging from 90 days to 5.5 years.
While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage, or service delivery costs differ from the estimates, revisions to the estimated warranty accrual and related costs may be required.
Changes in the Company’s product warranty liability during the first three quarters of fiscal 2015 are as follows: 
(Dollars in millions)
 
Balance as of fiscal year end 2014
$
20.6

Acquired warranties
0.1

Accruals for warranties issued
12.8

Changes in estimates
3.3

Warranty settlements (in cash or in kind)
(17.7
)
Balance as of the end of the third quarter of fiscal 2015
$
19.1

NOTE 11. INCOME PER SHARE
Basic income per share is computed by dividing Net income attributable to Trimble Navigation Ltd. by the weighted-average number of shares of common stock outstanding during the period. Diluted income per share is computed by dividing Net income attributable to Trimble Navigation Ltd. by the weighted-average number of shares of common stock outstanding during the period

19

increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, shares to be purchased under the Company’s employee stock purchase plan and unvested restricted stock units. The dilutive effect of potentially dilutive securities is reflected in diluted income per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.
The following table shows the computation of basic and diluted income per share:
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(In millions, except per share amounts)
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net income attributable to Trimble Navigation Ltd.
$
37.1

 
$
11.8

 
$
97.1

 
$
158.3

Denominator:
 
 
 
 
 
 
 
Weighted average number of common shares used in basic income per share
254.8

 
260.3

 
257.5

 
260.4

Effect of dilutive securities
2.4

 
4.1


2.8


4.7

Weighted average number of common shares and dilutive potential common shares used in diluted income per share
257.2

 
264.4

 
260.3

 
265.1

Basic income per share
$
0.15

 
$
0.05

 
$
0.38

 
$
0.61

Diluted income per share
$
0.14

 
$
0.04

 
$
0.37

 
$
0.60

For the third quarter of fiscal 2015 and 2014, the Company excluded 8.8 million and 1.7 million shares of outstanding stock options, respectively, from the calculation of diluted income per share because their effect would have been antidilutive. For the first three quarters of fiscal 2015 and 2014, the Company excluded 5.8 million and 0.5 million shares of outstanding stock options, respectively, from the calculation of diluted earnings per share.
NOTE 12. INCOME TAXES
In the third quarter of fiscal 2015, the Company’s effective income tax rate, after discrete items, was 15% as compared to -66%, a tax benefit, in the corresponding period in fiscal 2014. The difference year over year was primarily due to a discrete tax benefit associated with a $51.3 million litigation reserve for RDS that was reserved during the third quarter based on a jury verdict in favor of the plaintiff, RDS and then reversed during the fourth quarter after the judge overturned the verdict. In the first three quarters of fiscal 2015, the Company's effective income tax rate, after discrete items, was 22% as compared to 19% in the corresponding period in fiscal 2014. The difference was primarily due to the discrete tax benefit associated with the litigation reserve described above in the third quarter of fiscal 2014, partially offset by a tax charge on a partial equity sale of VSS in the first quarter of fiscal 2014.
Historically, the Company's effective tax rate has been lower than the U.S. federal statutory rate of 35% primarily due to favorable tax rates associated with certain earnings from operations in lower-tax jurisdictions. The Company has not provided U.S. taxes for all of such earnings due to the indefinite reinvestment of some of those earnings outside the U.S.
The Company and its subsidiaries are subject to U.S. federal and state, and foreign income tax. The Company is currently in different stages of multiple year examinations by the Internal Revenue Service (IRS) as well as various state and foreign taxing authorities.
In the first quarter of fiscal 2015, the Company received a Notice of Proposed Adjustment from the IRS for the fiscal years ended 2010 and 2011. The proposed adjustments primarily relate to the valuations of intercompany transfers of acquired intellectual property. The assessments of tax, interest and penalties for the years in question total $67.0 million. The Company does not agree with the IRS position and has filed a protest with the IRS Appeals Office in April 2015. No payments have been made on the assessment. The Company intends to vigorously contest the IRS position.
Based on the information currently available, the Company does not anticipate a significant increase or decrease to its unrecognized tax benefits within the next twelve months. The unrecognized tax benefits of $45.8 million and $45.6 million as of the end of the third quarter of fiscal 2015 and fiscal year end 2014, respectively, if recognized, would favorably affect the effective income tax rate in future periods. Unrecognized tax benefits are recorded in Other non-current liabilities and in the deferred tax accounts in the accompanying Condensed Consolidated Balance Sheets.

20

The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company's unrecognized tax benefit liabilities include interest and penalties as of the end of the third quarter of fiscal 2015 and fiscal year end 2014, of $5.4 million and $4.7 million, respectively, which were recorded in Other non-current liabilities in the accompanying Condensed Consolidated Balance Sheets.
NOTE 13. LITIGATION
On August 9, 2013, Harbinger Capital Partners, LLC and additional plaintiffs (the "Harbinger Plaintiffs") filed a lawsuit against Deere & Co., Garmin International, Inc., the Company and two other defendants in the U.S. District Court in Manhattan in connection with the Harbinger Plaintiffs’ investment in LightSquared. The Harbinger Plaintiffs allege, among other things, fraud and negligent misrepresentation, claiming that the defendants were aware of material facts that caused the Federal Communications Commission to take adverse action against LightSquared and affirmatively misrepresented and failed to disclose those facts prior to the Harbinger Plaintiffs’ investment in LightSquared. The Harbinger Plaintiffs sought $1.9 billion in damages from the defendants. On November 1, 2013, debtor LightSquared, Inc. and two related parties (“LightSquared Plaintiffs”) filed suit against the same defendants in the U.S. Bankruptcy Court in Manhattan. The LightSquared Plaintiffs assert claims similar to those made by the Harbinger Plaintiffs, as well as additional claims, including breach of contract and tortious interference, and alleged that LightSquared invested billions of dollars in reliance on the promises and representations of defendants. On January 31, 2014, the U.S. District Court granted defendants’ motion to withdraw the LightSquared action from the U.S. Bankruptcy Court to the U.S. District Court. On February 5, 2015, the U.S. District Court dismissed all claims brought by the Harbinger Plaintiffs and the majority of those brought by the LightSquared Plaintiffs, including those for breach of contract, promissory estoppel, quantum merit, and tortious interference, but allowed the LightSquared Plaintiffs' claims of negligent representation and constructive fraud to proceed to discovery.  On February 11, 2015, the Harbinger Plaintiffs filed a notice of appeal of the District Court’s dismissal of their claims.  Although an unfavorable outcome of these litigation matters may have a material adverse effect on the Company's operating results, liquidity, or financial position, the Company believes the claims in these lawsuits are without merit and intends to vigorously contest these lawsuits.
On March 12, 2015, Rachel Thompson filed a putative class action complaint in California Superior Court against the Company, the members of its Board of Directors, and JP Morgan Chase Bank.  The suit alleges that the Company’s Board of Directors breached their fiduciary obligations to the Company’s shareholders by entering into a credit agreement with JP Morgan Chase Bank that contains certain change of control provisions that plaintiff contends are disadvantageous to shareholders.  The complaint seeks declaratory relief, injunctive relief and costs of the action, including attorney’s fees, but does not seek monetary damages. A proposed settlement, which would modify one provision of the credit agreement and permit the named plaintiff to seek recovery of attorney’s fees, has been reached between the parties and submitted to the court for review and approval.
From time to time, the Company is also involved in litigation arising out of the ordinary course of its business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of the Company's or its subsidiaries' property is subject.
NOTE 14. REVISIONS TO PREVIOUSLY REPORTED FINANCIAL INFORMATION

In the third quarter of fiscal 2015, the Company identified an error in its previously reported financial statements with regard to a portion of its goodwill balance arising from deferred tax liabilities in foreign jurisdictions that had not been properly translated to U.S. dollars. As a result, both goodwill and the cumulative translation adjustment included in Accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets were overstated and the resulting foreign currency translation adjustment component of Other comprehensive income (loss) was incorrect. There was no impact on Net Income or Cash Flows.

The Company evaluated the impact of the error, both quantitatively and qualitatively, and concluded that the differences were not material individually or in the aggregate to any of the prior reporting periods. The impact has no effect on Net Income or Cash Flows, but in light of the significance of the cumulative amount of the error on comprehensive income on the third quarter and projected full year 2015, the Company has revised previously issued financial information for periods contained in this Quarterly Report on Form 10-Q to correct for the foreign currency translation figures.

The adjustments will also result in a reduction of the Foreign currency translation adjustment and Comprehensive income of $11.2 million and $4.0 million in the Statements of Comprehensive Income for the fiscal years 2014 and 2013, respectively. For the fiscal year 2012, the adjustment will result in an increase of the Foreign currency translation adjustment and Comprehensive income of $10.7 million. Additionally, there was no impact on Net Income or Cash Flows for fiscal years 2014, 2013 and 2012. Periods not presented herein will be revised, as applicable, when they are included in future filings.

The following table presents the impact of the adjustment to the Condensed Consolidated Balance Sheet line items as of 2014 fiscal year end (in millions):

21

 
 
 
 
As of Fiscal Year End 2014
 
 
 
 
As previously
 
 
 
As
Consolidated Balance Sheet Data:
 
Reported
 
Adjustment
 
Revised
Goodwill
 
 
 
$
2,101.2

 
$
(15.4
)
 
$
2,085.8

Total assets
 
 
 
3,874.3

 
(15.4
)
 
3,858.9

Accumulated other comprehensive loss
 
(61.3
)
 
(15.4
)
 
(76.7
)
Total Trimble Navigation Ltd. shareholders' equity
 
2,357.0

 
(15.4
)
 
2,341.6

Total equity
 
 
 
2,368.8

 
(15.4
)
 
2,353.4

Total liabilities and equity
 
3,874.3

 
(15.4
)
 
3,858.9

The following table presents the impact of these corrections in the Condensed Consolidated Statements of Comprehensive Income for the third quarter and the first three quarters of 2014 (in millions):
 
Third Quarter of 2014
 
First Three Quarters of 2014
Consolidated Statements of Comprehensive Income
As previously
 
 
 
As
 
As previously
 
 
 
As
Reported
 
Adjustment
 
Revised
 
Reported
 
Adjustment
 
Revised
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
11.8

 
$
—

 
$
11.8

 
$
158.0

 
$
—

 
$
158.0

   Foreign currency translation
   adjustments
(60.5
)
 
(3.4
)
 
(63.9
)
 
(62.9
)
 
(1.7
)
 
(64.6
)
   Net unrealized actuarial gain
0.1

 
—

 
0.1

 
0.1

 
—

 
0.1

Comprehensive income (loss)
(48.6
)
 
(3.4
)
 
(52.0
)
 
95.2

 
(1.7
)
 
93.5

Less: Comprehensive loss attributable to noncontrolling interests
—

 
—

 
—

 
(0.3
)
 
—

 
(0.3
)
Comprehensive income (loss) attributable to Trimble Navigation Ltd.
$
(48.6
)
 
$
(3.4
)
 
$
(52.0
)
 
$
95.5

 
$
(1.7
)
 
$
93.8

 
 
 
 
 
 
 
 
 
 
 
 



22

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the “safe harbor” created by those sections. These statements include, among other things:
•
the portion of our revenue coming from sales to international customers;
•
seasonal fluctuations in our construction and agricultural equipment business revenues, and macroeconomic conditions and business conditions in the markets we serve;
•
our plans to continue to invest in research and development at a rate consistent with our past, to develop and introduce new products, and to improve our competitive position, and to enter new markets;
•
our belief that increases in recurring revenue from our software and solutions will provide us with enhanced business visibility over time;
•
our potential exposure in connection with pending proceedings;
•
our belief that our cash and cash equivalents, together with borrowings under our 2014 Credit Facility, will be sufficient to meet our anticipated operating cash needs, debt service, planned capital expenditures, and stock purchases under the stock repurchase program for at least the next twelve months;
•
our expectation that planned capital expenditures will constitute a partial use of our cash resources; and
•
fluctuations in interest rates.
The forward-looking statements regarding future events and the future results of Trimble Navigation Limited (“Trimble” or “the Company” or “we” or “our” or “us”) are based on current expectations, estimates, forecasts, and projections about the industries in which Trimble operates and the beliefs and assumptions of the management of Trimble. Discussions containing such forward-looking statements may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements involve certain risks and uncertainties that could cause actual results, levels of activity, performance, achievements, and events to differ materially from those implied by such forward-looking statements, including but not limited to those discussed in “Risk Factors” below and elsewhere in this report, as well as in the Company’s Annual Report on Form 10-K for fiscal year 2014 and in other reports Trimble files with the Securities and Exchange Commission, each as it may be amended from time to time. These forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q. We reserve the right to update these forward-looking statements for any reason, including the occurrence of material events, but assume no duty to update these statements to reflect subsequent events. 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the U. S. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on our best knowledge of current events and actions that may impact us in the future, actual results may be different from the estimates.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
There have been no material changes to our significant accounting polices during the first three quarters of fiscal 2015 from those disclosed in our 2014 Form 10-K.
Recent Accounting Pronouncements
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. We adopted the amendments beginning in the first quarter of fiscal 2015. The adoption did not have a material impact on our Condensed Consolidated Financial Statements.
In May 2014, the FASB issued a comprehensive new revenue recognition standard that replaces the current revenue recognition guidance under U.S. GAAP. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The revised effective date for the Company under the new standard will be the beginning of fiscal 2018, with early adoption permitted as of the original effective date.  Entities have the option of using either a full

23

retrospective or modified retrospective approach for the adoption of the standard. We are currently evaluating the effect of the updated standard on our consolidated financial statements and related disclosures.
In February 2015, the FASB issued amendments to the consolidation guidance. The amendments under the new guidance modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities and eliminate the presumption that a general partner should consolidate a limited partnership. The standard is effective for us in fiscal 2016, although early adoption is permitted. We don't anticipate a material impact on our consolidated financial statements as a result of the amendments.
In April 2015, the FASB issued amendments to the guidance for debt issuance costs that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability instead of being recorded as an asset. Amortization of the costs will continue to be reported as interest expense. The amendments are effective for us beginning in fiscal 2016. However, early adoption is permitted and our plan is to adopt this standard in the fourth quarter of fiscal 2015. The new guidance will be applied retrospectively to each prior period presented. We don't anticipate a material impact on our consolidated financial statements as a result of this change.
In July 2015, the FASB issued amendments to simplify the measurement of inventory. Under the amendments, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The guidance defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation”. No other changes were made to the current guidance on inventory measurement. The amendments are effective for us beginning in fiscal 2017, although early adoption is permitted. We are currently evaluating the effect of the updated standard on our consolidated financial statements and related disclosures.
In September 2015, the FASB issued new guidance related to business combinations. The new guidance requires that any adjustments to provisional amounts in a business combination be recorded in the period such adjustments are determined, rather than retrospectively adjusting previously reported amounts. The standard is effective for us in fiscal 2016, although early adoption is permitted. We are currently evaluating the effect of this guidance on our consolidated financial statements and related disclosures.
EXECUTIVE LEVEL OVERVIEW
Trimble Navigation Limited is a leading provider of technology solutions that optimize the work processes of office and mobile field professionals around the world. Our comprehensive process solutions are used across a range of industries including agriculture, architecture, civil engineering, construction, environmental management, government, natural resources, transportation and utilities. Representative Trimble customers include engineering and construction firms, contractors, surveying companies, farmers and agricultural companies, enterprise firms with large-scale fleets, energy, mining and utility companies, and state, federal and municipal governments.
Trimble focuses on integrating its broad technological and application capabilities to create vertically-focused, system-level solutions that transform how work is done within the industries we serve. The integration of sensors, software, connectivity, and information in our portfolio gives us the unique ability to provide an information model specific to the customer’s workflow. For example, in construction our strategy is centered on the concept of a “constructible model,” which will provide a real-time, connected, and cohesive information environment for the design, build, and operational phases of a project. In agriculture, we continue to develop “Connected Farm” solutions to optimize operations across the agriculture workflow. In transportation and logistics, we provide transportation companies with tools to enhance fuel efficiency, safety, and transparency across the enterprise.
Our growth strategy is centered on multiple elements:
•
Focus on attractive markets with significant growth and profitability potential - We focus on large markets historically underserved by technology that offer significant potential for long-term revenue growth, profitability and market leadership. Our core industries such as construction, agriculture, and transportation markets are each multi-trillion dollar global industries which operate in increasingly demanding environments with technology adoption in the early phases relative to other industries. With the emergence of mobile computing capabilities, the increasing technological know-how of end users and the compelling return on investment to our customers, we believe many of our markets are ripe for substituting Trimble’s technology and solutions in place of traditional operating methods.
•
Domain knowledge and technological innovation that benefit a diverse customer base - We have over time redefined our technological capabilities from hardware-driven point solutions to integrated work process solutions by developing domain expertise and heavily reinvesting in R&D, capex and acquisitions. Over the last several years and through the first nine months of fiscal 2015, we have been spending approximately 13% to 15% of revenue on R&D and currently hold over 1,000 unique patents. We intend to continue to leverage our divisional structure to take advantage of our

24

technology portfolio and deep domain knowledge to quickly and cost-effectively deliver specific, targeted solutions to each of the verticals we serve. We look for opportunities where the need for technological change is high and which have a requirement for the integration of multiple technologies into complete vertical solutions.
•
Increasing focus on software and services - Software and services are increasingly important elements of our solutions and are core to our growth strategy. Trimble has an open application programming interface (API) philosophy and open vendor environment which leads to increased adoption of our software offerings. Professional services constitute an additional growth channel that helps our customers integrate and optimize the use of our offerings in their environment. The increased recurring revenue from these solutions will provide us with enhanced business visibility over time.
•
Geographic expansion with localization strategy - We view international expansion as an important element of our strategy and we continue to position ourselves in geographic markets that will serve as important sources of future growth. We currently have a physical presence in over 35 countries and third party representation in over 100 countries. In the third quarter of fiscal 2015, 48% of our sales occurred in countries outside of the U.S.
•
Optimized distribution channels to best access our markets - We utilize vertically-focused distribution channels that leverage domain expertise to best serve the needs of individual markets domestically and abroad. These channels include independent dealers, joint ventures, original equipment manufacturers (OEM) sales, and distribution alliances with key partners, such as CNH Global, Caterpillar, and Nikon, as well as direct sales to end-users, that provide us with broad market reach and localization capabilities to effectively serve our markets.
•
Strategic acquisitions - Organic growth continues to be our primary focus, while acquisitions serve to enhance our market position. We acquire businesses that bring technology, products, or distribution capabilities that augment our portfolio and allow us to penetrate existing markets more effectively, or to establish a market beachhead. Our level of success in targeting and effectively integrating acquisitions is an important aspect of our growth strategy.

Trimble’s focus on these growth drivers has led to an increasingly diversified business model. Software and services growth is driving increased recurring revenue, leading to improved visibility in our business. As our solutions have expanded, our go to market model has also evolved, with a balanced mix between direct, distribution and OEM customers, and an increasing number of enterprise level customer relationships.

For the third quarter of 2015, revenue was down 4% as compared to the third quarter of 2014. The decline in revenue came primarily from softness in our Engineering and Construction and Field Solutions segments. The declines were partially offset by a revenue increase in Mobile Solutions. By geography, North America, Europe, and Rest of World were down year over year. Within the quarter, we continued to experience a shift in revenue towards a more significant mix of software, recurring revenue, and services, driven both by organic growth and acquisitions.

During the third quarter of 2015, we completed acquisitions for total consideration of $46.9 million. We acquired Vianova Systems AS, a Norwegian company specializing in Building Information Modeling (BIM) software for infrastructure design software solutions across the European region. Vianova Systems' results are reported under our Engineering and Construction business segment. We also acquired privately held Spatial Dimension, headquartered in Vancouver, Canada, with subsidiaries in South Africa, Brazil and Australia. Spatial Dimension's FlexiCadastre software is an enterprise scale land management solution adopted by leading mining companies and governments worldwide. Spatial Dimension's results are reported under our Engineering and Construction business segment. We also acquired privately held Solid Transportation, headquartered in France. Solid Transportation enables customers to integrate the activity time of drivers and provides customers with advanced embedded IT solutions. Solid's results are reported under our Mobile Solutions business segment.
Seasonality of Business
Our individual segment revenue may be affected by seasonal buying patterns. Historically, the second fiscal quarter has been the strongest quarter for the Company driven by the construction buying season. However, as a result of diversification of our business into software and subscription revenue, we may experience different seasonality in the future.

25

RESULTS OF OPERATIONS
Overview
The following table is a summary of revenue, gross margin and operating income for the periods indicated and should be read in conjunction with the narrative descriptions below.
 
 
Third Quarter of
First Three Quarters of
 
2015
 
2014
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
Product
$
373.0

 
$
415.6

$
1,168.2

 
$
1,327.1

Service
103.9

 
98.3

310.5

 
291.7

Subscription
85.4

 
70.9

252.0

 
212.9

Total revenue
$
562.3

 
$
584.8

1,730.7

 
1,831.7

Gross margin
$
298.0

 
$
316.8

$
909.1

 
$
998.3

Gross margin %
53.0
%
 
54.2
%
52.5
%
 
54.5
%
Operating income
$
46.0

 
$
11.1

$
121.5

 
$
184.0

Operating income %
8.2
%
 
1.9
%
7.0
%

10.0
%
Revenue
In the third quarter of fiscal 2015, total revenue decreased by $22.5 million or 4%, as compared to the third quarter of fiscal 2014. Of this decrease, product revenue decreased $42.6 million or 10%, partially offset by an increase in service revenue of $5.6 million or 6%, and subscription revenue of $14.5 million or 20%. In the first three quarters of fiscal 2015, total revenue decreased by $101.0 million or 6%, as compared to the first three quarters of fiscal 2014. Of this decrease, product revenue decreased $158.9 million or 12%, partially offset by an increase in service revenue of $18.8 million or 6% and subscription revenue of $39.1 million or 18%.
The product revenue decrease was primarily within Engineering and Construction and Field Solutions, slightly offset by a product revenue increase in Mobile Solutions. Service and subscription increases were primarily due to organic growth within Engineering and Construction and Mobile Solutions, and to a lesser extent, acquisitions growth within Engineering and Construction. We consider organic growth to include all revenue except for revenue associated with acquisitions made within the last four quarters.
On a segment basis, Engineering and Construction revenue for the third quarter of fiscal 2015 decreased $15.8 million or 5%, Field Solutions decreased $15.3 million or 17% and Advanced Devices decreased $1.8 million or 6%, partially offset by an increase in Mobile Solutions of $10.4 million or 9%, as compared to the third quarter of fiscal 2014. Engineering and Construction revenue for the first three quarters of fiscal 2015 decreased $55.4 million or 5%, Field Solutions decreased $65.5 million or 19% and Advanced Devices decreased $5.5 million or 5%, partially offset by an increase in Mobile Solutions of $25.4 million or 7%, as compared to the corresponding period of fiscal 2014. Engineering and Construction was primarily driven by the impact of oil price declines on regional economies, primarily in geospatial and to a lesser extent, heavy civil construction, and the negative foreign currency effects due to the weaker Euro. The decline was partially offset by building construction which was up due to organic growth and to a lesser extent, acquisitions not applicable in the prior year. The decline in Field Solutions revenue was primarily due to softness in agricultural markets and to a lesser extent, GIS and foreign currency effects. Mobile Solutions increased due to continued growth in the transportation and logistics market, partially offset by a decline in Field Services. Advanced Devices revenue decreased primarily due to weaker sales of timing component products.
Gross Margin
Gross margin varies due to a number of factors including product mix, pricing, distribution channel, production volumes and foreign currency translations.
Gross margin decreased by $18.8 million and $89.2 million for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. The decrease was primarily due to decreased revenue in Engineering and Construction and to a lesser extent, Mobile Solutions. Gross margin as a percentage of total revenue was 53.0% and 52.5% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to 54.2% and 54.5% for the corresponding periods in fiscal 2014. The decrease was primarily in Engineering and Construction due to product mix and an increase in intangible asset amortization.

26

Operating Income
Operating income increased by $34.9 million for the third quarter and decreased by $62.5 million and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Operating income as a percentage of total revenue was 8.2% and 7.0% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to 1.9% and 10.0% for the corresponding periods in fiscal 2014.
The increase in operating income and operating income percentage for the third quarter of fiscal 2015 was primarily due to a $52.0 million litigation reserve in the third quarter of fiscal 2014. The decrease in operating income and operating income percentage for the first three quarters of fiscal 2015 was primarily due to revenue shortfalls in Engineering and Construction and Field Solutions, partially offset by the $52.0 million litigation reserve described above.
Results by Segment
To achieve distribution, marketing, production and technology advantages in our targeted markets, we manage our operations in the following four segments: Engineering and Construction, Field Solutions, Mobile Solutions and Advanced Devices. Operating income equals net revenue less cost of sales and operating expense, excluding general corporate expense, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition costs and restructuring costs. Operating leverage is defined as an increase in operating income as a percentage of the increase in revenue.
The following table is a summary of revenue and operating income by segment:
 
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
 
Engineering and Construction
 
 
 
 
 
 
 
Revenue
$
326.4

 
$
342.2

 
$
964.2

 
$
1,019.6

Segment revenue as a percent of total revenue
58
%
 
58
%
 
56
%
 
56
%
Operating income
$
68.8

 
$
74.2

 
$
166.3

 
$
231.0

Operating income as a percent of segment revenue
21
%
 
22
%
 
17
%
 
23
%
Field Solutions
 
 
 
 
 
 
 
Revenue
$
73.5

 
$
88.8

 
$
275.9

 
$
341.4

Segment revenue as a percent of total revenue
13
%
 
15
%
 
16
%
 
18
%
Operating income
$
19.5

 
$
26.1

 
$
85.0

 
$
119.4

Operating income as a percent of segment revenue
27
%
 
29
%
 
31
%
 
35
%
Mobile Solutions
 
 
 
 
 
 
 
Revenue
$
131.6

 
$
121.2

 
$
388.1

 
$
362.7

Segment revenue as a percent of total revenue
23
%
 
21
%
 
22
%
 
20
%
Operating income
$
23.1

 
$
19.5

 
$
62.5

 
58.5

Operating income as a percent of segment revenue
18
%
 
16
%
 
16
%
 
16
%
Advanced Devices
 
 
 
 
 
 
 
Revenue
$
30.8

 
$
32.6

 
$
102.5

 
$
108.0

Segment revenue as a percent of total revenue
6
%
 
6
%
 
6
%
 
6
%
Operating income
$
10.8

 
$
9.6

 
$
37.1

 
$
34.4

Operating income as a percent of segment revenue
35
%
 
29
%
 
36
%
 
32
%
Historically, we allocated stock-based compensation to each segment. Beginning with the first quarter of fiscal 2015, we changed our methodology for allocating stock-based compensation to our segments. Stock-based compensation is shown in the aggregate within unallocated corporate expense and is not reflected in the segment results, which is consistent with the way the Chief Operating Decision Maker evaluates each of the segment's performance and allocates resources. The change in the allocation of stock-based compensation is designed to help ensure that business segment results reflect only those items that are directly attributable to that segment’s performance. We have adjusted the presentation of segment information for the third quarter and first three quarters of fiscal 2014 to conform to the current year methodology. The following table shows the amount of stock-based compensation that had been previously allocated to the business segments in the third quarter and first three quarters of fiscal 2014 and the impact to those segments' Operating income.

27

 
Reporting Segments
 
Engineering
and
Construction
 
Field
Solutions
 
Mobile
Solutions
 
Advanced
Devices
 
Total
(Dollars in millions)
 
 
 
 
 
 
 
 
 
Third Quarter of Fiscal 2014
 
 
 
 
 
 
 
 
 
Operating income
$
74.2

 
$
26.1

 
$
19.5

 
$
9.6

 
$
129.4

Previously allocated stock-based compensation
(3.6
)
 
(0.9
)
 
(1.3
)
 
(0.5
)
 
(6.3
)
Previously reported operating income
$
70.6

 
$
25.2

 
$
18.2

 
$
9.1

 
$
123.1

 
 
 
 
 
 
 
 
 
 
First Three Quarters of Fiscal 2014
 
 
 
 
 
 
 
 
 
Operating income
$
231.0

 
$
119.4

 
$
58.5

 
$
34.4

 
$
443.3

Previously allocated stock-based compensation
(11.0
)
 
(2.6
)
 
(3.7
)
 
(1.5
)
 
(18.8
)
Previously reported operating income
$
220.0

 
$
116.8

 
$
54.8

 
$
32.9

 
$
424.5

A reconciliation of our consolidated segment operating income to consolidated income before taxes follows:
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
 
Consolidated segment operating income
$
122.2

 
$
129.4

 
$
350.9

 
$
443.3

Unallocated corporate expense
(32.8
)
 
(74.8
)
 
(97.4
)
 
(134.0
)
Amortization of purchased intangible assets
(40.7
)
 
(39.4
)
 
(122.2
)
 
(117.8
)
Acquisition costs
(2.7
)
 
(4.1
)
 
(9.8
)
 
(7.5
)
Consolidated operating income
46.0

 
11.1

 
121.5

 
184.0

Non-operating income (expense), net:
(2.5
)
 
(4.0
)
 
2.0

 
10.4

Consolidated income before taxes
$
43.5

 
$
7.1

 
$
123.5

 
$
194.4

Unallocated corporate expense includes general corporate expense, amortization of acquisition-related inventory step-up, restructuring charges, stock-based compensation expense and litigation reserves. In the third quarter and first three quarters of fiscal 2014, unallocated corporate expenses included litigation reserves of $52.0 million, of which $51.3 million relates to Recreational Data Services, Inc. (RDS) that was reserved during the third quarter based on a jury verdict in favor of the plaintiff, RDS, and then reversed during the fourth quarter after the judge overturned the verdict.
Engineering and Construction
Engineering and Construction revenue decreased by $15.8 million or 5% and $55.4 million or 5% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Segment operating income decreased by $5.4 million or 7% and $64.7 million or 28% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014.
The revenue decrease for the third quarter and first three quarters of fiscal 2015 was primarily driven by the impact of oil price declines on regional economies which impacted sales, primarily in geospatial and to a lesser extent, heavy civil construction, and the negative foreign currency effects due to the weaker Euro. The decline was partially offset by building construction which was up due to organic growth and to a lesser extent, acquisitions not applicable in the prior year. The operating income decrease for the third quarter was primarily due to decreased revenue, partially offset by strong operating expense control. The operating income decrease for the first three quarters of fiscal 2015 was primarily due to decreased revenue and lower gross margin resulting from product mix, slightly offset by the effects of strong operating expense control in the third quarter. To the extent these trends continue, our results of operations will be further impacted.
Field Solutions
Field Solutions revenue decreased by $15.3 million or 17% and $65.5 million or 19% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Segment operating income decreased by $6.6 million or 25% and $34.4 million or 29% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014.

28

Field Solutions revenue decreased for the third quarter and first three quarters of fiscal 2015 primarily due to continued softness in agriculture markets, particularly in the OEM channels, and to a lesser extent, GIS. The biggest drop was in North America. Negative foreign currency effects also contributed to the revenue decrease. The operating income decrease for the third quarter and the first three quarters of fiscal 2015, was due to the revenue decrease descibed above, partially offset by the effects of strong operating expense control over the last two quarters. To the extent these trends continue, our results of operations will be further impacted.
Mobile Solutions
Mobile Solutions revenue increased by $10.4 million or 9% and $25.4 million or 7% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Segment operating income increased by $3.6 million or 18% for the third quarter and increased $4.0 million or 7% for the first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014.
Mobile Solutions revenue increased for the third quarter and first three quarters of fiscal 2015 primarily due to continued organic growth in the transportation and logistics market, which focuses on enterprise solutions, partially offset by a decline in Field Services. The majority of the sales are in the U.S. Operating income increased for the third quarter and first three quarters primarily due to higher revenue and product mix, including software, maintenance and subscription revenue.
Advanced Devices
Advanced Devices revenue decreased by $1.8 million or 6% and $5.5 million or 5% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Segment operating income increased by $1.2 million or 13% and $2.7 million or 8% for the third quarter and the first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014.
Advanced Devices revenue decreased in the third quarter and first three quarters of fiscal 2015 primarily due to decreased sales of timing component products. Operating income increased in the third quarter and first three quarters of fiscal 2015 primarily due to strong gross margin and operating expense control.
Research and Development, Sales and Marketing and General and Administrative Expense
Research and development (R&D), sales and marketing (S&M) and general and administrative (G&A) expense are summarized in the following table:
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
 
Research and development
$
79.6

 
$
79.0

 
$
251.3

 
$
237.2

Percentage of revenue
14
%
 
14
%
 
15
%
 
13
%
Sales and marketing
$
89.1

 
$
95.8

 
$
281.8

 
$
288.8

Percentage of revenue
16
%
 
16
%
 
16
%
 
16
%
General and administrative
$
63.2

 
$
111.4

 
$
192.1

 
$
230.2

Percentage of revenue
11
%
 
19
%
 
11
%
 
12
%
Total
$
231.9

 
$
286.2

 
$
725.2

 
$
756.2

Percentage of revenue
41
%
 
49
%
 
42
%
 
41
%
Overall, R&D, S&M and G&A expense decreased by approximately $54.3 million and $31.0 million for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014.
Research and development expense increased by $0.6 million and $14.1 million for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Research and development spending overall was at approximately 14% and 15% of revenue in the third quarter and first three quarters of fiscal 2015, respectively, as compared to approximately14% and 13% in the corresponding periods of fiscal 2014. The cost of software developed for external sale subsequent to reaching technical feasibility was not material and was expensed as incurred.
The increase in R&D expense in the third quarter of fiscal 2015, as compared to the corresponding period of fiscal 2014 was primarily due to a $2.8 million increase in compensation related expense due to headcount increases, the inclusion of $2.1 million

29

in expense from acquisitions not applicable in the prior corresponding period and a $0.8 million increase in other expense, partially offset by a $5.1 million decrease due to the favorable effects of changes in foreign currency exchange rates.
The increase in R&D expense in the first three quarters of fiscal 2015, as compared to the corresponding period in fiscal 2014 was primarily due to a $14.9 million increase in compensation related expense due to headcount increases, the inclusion of expense of $10.4 million from acquisitions not applicable in the prior corresponding period and a $4.9 million increase in other expense, partially offset by a $16.1 million decrease due to the favorable effects of changes in foreign currency exchange rates.
We believe that the development and introduction of new products are critical to our future success and we expect to continue active development of new products.
Sales and marketing expense decreased by $6.7 million in the third quarter and decreased $7.0 million in the first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Sales and marketing spending overall was at approximately 16% of revenue in both the third quarter and first three quarters of fiscal 2015 and 2014.
The decrease in Sales and marketing expense in the third quarter of fiscal 2015, as compared to the corresponding period of fiscal 2014 was primarily due to a $5.7 million decrease due to the favorable effects of changes in foreign currency exchange rates, a $1.8 million decrease in other expense and a $1.3 million decrease in compensation related expense, partially offset by the inclusion of $2.1 million in expense from acquisitions not applicable in the prior period.
The decrease in Sales and marketing expense in the first three quarters of fiscal 2015, as compared to the corresponding period in fiscal 2014 was primarily due to a $18.5 million decrease due to the favorable effects of changes in foreign currency exchange rates and a $1.3 million decrease in other expense, partially offset by the inclusion of $12.7 million in expense from acquisitions not applicable in the prior period and a $0.1 million increase in compensation related expense.
Our future growth will depend in part on the timely development and continued viability of the markets in which we currently compete, as well as our ability to continue to identify and develop new markets for our products.
General and administrative expense decreased by $48.2 million and $38.1 million for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. General and administrative spending overall was at approximately 11% of revenue in both the third quarter and first three quarters of fiscal 2015 as compared to 19% and 12% in the corresponding periods of fiscal 2014.
The decrease in G&A expenses in the third quarter of fiscal 2015, as compared to the third quarter of fiscal 2014 was primarily due to a $52.0 million litigation reserve in the third quarter of fiscal 2014, a $2.6 million decrease due to the favorable effects of changes in foreign currency exchange rates, partially offset by the inclusion of $3.7 million in expense from acquisitions not applicable in the prior period, a $2.4 million increase in compensation related expense and a $0.3 million increase in other expense.
The decrease in G&A expenses in the first three quarters of fiscal 2015, as compared to the corresponding period in fiscal 2014 was primarily due to a $52.0 million litigation reserve in the third quarter of fiscal 2014, a $7.4 million decrease due to the favorable effects of changes in foreign currency exchange rates and a $2.6 million decrease in compensation related expense, partially offset by the inclusion of $17.5 million in expense from acquisitions not applicable in the prior period, a $3.4 million increase in other expense and a $3.0 million increase in tax and legal costs related to an integration project.
Amortization of Purchased Intangible Assets
Amortization of purchased intangible assets was $40.7 million in the third quarter of fiscal 2015, as compared to $39.4 million in the third quarter of fiscal 2014. Of the total $40.7 million in the third quarter of fiscal 2015, $17.4 million is presented as a separate line within Operating expense and $23.3 million is presented as a separate line within Cost of sales in our Condensed Consolidated Statements of Income. Of the total $39.4 million in the third quarter of fiscal 2014, $19.3 million is presented as a separate line within Operating expense and $20.1 million is presented as a separate line within Cost of sales in our Condensed Consolidated Statements of Income. Amortization in the third quarter of fiscal 2015 reflects acquisitions not included in the third quarter of fiscal 2014 offset by the expiration of amortization for prior acquisitions. As of the end of the third quarter of fiscal 2015 future amortization of intangible assets is expected to be $40.5 million during the remainder of fiscal 2015, $147.7 million during 2016, $124.8 million during 2017, $96.1 million during 2018, $54.4 million during 2019 and $38.6 million thereafter.

30

Non-operating Income (Expense), Net
The components of Non-operating income (expense), net, were as follows:
 
 
Third Quarter of
 
First Three Quarters of
 
2015
 
2014
 
2015
 
2014
(Dollars in millions)
 
 
 
 
 
 
 
Interest expense, net
$
(6.4
)
 
$
(3.0
)
 
$
(19.1
)
 
$
(9.8
)
Foreign currency transaction gain (loss)
0.1

 
(3.2
)
 
1.2

 
(3.8
)
Income from equity method investments, net
4.7

 
2.8

 
14.1

 
11.5

Other income (expense), net
(0.9
)
 
(0.6
)
 
5.8

 
12.5

Total non-operating income (expense), net
$
(2.5
)
 
$
(4.0
)
 
$
2.0

 
$
10.4

Non-operating income (expense), net increased $1.5 million for the third quarter and decreased by $8.4 million for the first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. The increase in the third quarter was primarily due to fluctuations in foreign currency hedging transactions and increased income from equity method investments due to joint venture profitability, partially offset by higher interest expense. The decrease for the first three quarters was primarily due to higher interest expense and a gain on a partial equity sale of Virtual Site Solutions (VSS) included in the first quarter of fiscal 2014 included in Other income (expense), net.
Income Tax Provision
Our effective income tax rate, after discrete items, for the third quarter of fiscal 2015 was 15% as compared to - 66% , a tax benefit, in the corresponding period in fiscal 2014. The difference was primarily due to a discrete tax benefit associated with a $51.3 million litigation reserve for RDS that was reserved during the third quarter based on a jury verdict in favor of the plaintiff, RDS and then reversed during the fourth quarter after the judge overturned the verdict. In the first three quarters of fiscal 2015, our effective income tax rate was 22% as compared to 19% in the corresponding period in fiscal 2014. The difference was primarily due to the discrete tax benefit associated with the litigation reserve described above in the third quarter of fiscal 2014, partially offset by a tax charge on a partial equity sale of VSS in the first quarter of fiscal 2014.
Historically, our effective tax rate has been lower than the U.S. federal statutory rate of 35% primarily due to the favorable tax rates associated with certain earnings from operations in lower-tax jurisdictions. We have not provided U.S. taxes for such earnings due to the indefinite reinvestment of some of those earnings outside the U.S.
OFF-BALANCE SHEET FINANCINGS AND LIABILITIES
Other than lease commitments incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent interests in transferred assets, or any obligation arising out of a material variable interest in an unconsolidated entity. We do not have any majority-owned subsidiaries that are not included in the Condensed Consolidated Financial Statements. Additionally, we do not have any interest in, or relationship with, any special purpose entities.
In the normal course of business to facilitate sales of our products, we indemnify other parties, including customers, lessors and parties to other transactions with us, with respect to certain matters. We have agreed to hold the other party harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by us under these agreements were not material and no liabilities have been recorded for these obligations on the Condensed Consolidated Balance Sheets as of the end of the third quarter of fiscal 2015 and fiscal year end 2014.

31

LIQUIDITY AND CAPITAL RESOURCES
 
 
Third Quarter of
 
Fiscal Year End
As of
2015
 
2014
(In millions)
 
 
 
Cash and cash equivalents
$
123.6

 
$
148.0

Total debt
759.4

 
738.4

 
 
 
 
 
First Three Quarters of
 
2015
 
2014
(In millions)
 
 
 
Cash provided by operating activities
$
276.4

 
$
310.5

Cash used in investing activities
(113.4
)
 
(202.4
)
Cash used in financing activities
(177.0
)
 
(108.6
)
Effect of exchange rate changes on cash and cash equivalents
(10.4
)
 
(7.2
)
Net decrease in cash and cash equivalents
$
(24.4
)
 
$
(7.7
)

Cash and Cash Equivalents
As of the end of the third quarter of fiscal 2015, cash and cash equivalents totaled $123.6 million as compared to $148.0 million as of fiscal year end 2014. Debt was $759.4 million as of the end of the third quarter of fiscal 2015, as compared to $738.4 million as of fiscal year end 2014.
Our ability to continue to generate cash from operations will depend in large part on profitability, the rate of collections of accounts receivable, our inventory turns and our ability to manage other areas of working capital.
We believe that our cash and cash equivalents, together with borrowings under our 2014 Credit Facility as described below under the heading “Debt”, will be sufficient to meet our anticipated operating cash needs, debt service, planned capital expenditures, and stock purchases under the stock repurchase program for at least the next twelve months.
We anticipate that planned capital expenditures primarily for enhancements of our Oracle ERP system, computer equipment, software, manufacturing tools and test equipment and leasehold improvements associated with business expansion, will constitute a partial use of our cash resources. Decisions related to how much cash is used for investing are influenced by the expected amount of cash to be provided by operations.
Operating Activities
Cash provided by operating activities was $276.4 million for the first three quarters of fiscal 2015, as compared to $310.5 million for the first three quarters of fiscal 2014. The decrease of $34.1 million was primarily driven by lower net income and an increase in working capital requirements.
Investing Activities
Cash used in investing activities was $113.4 million for the first three quarters of fiscal 2015, as compared to $202.4 million for the first three quarters of fiscal 2014. The decrease of $89.0 million was due to lower cash requirements for business acquisitions.
Financing Activities
Cash used in financing activities was $177.0 million for the first three quarters of fiscal 2015, as compared to $108.6 million for the first three quarters of fiscal 2014. The increase of cash used in financing activities of $68.4 million was primarily due to cash used for stock repurchases, offset in part by net proceeds from debt and revolving credit lines.

32

Accounts Receivable and Inventory Metrics
 
Third Quarter of
 
Fiscal Year End
As of
2015
 
2014
Accounts receivable days sales outstanding
56

 
58

Inventory turns per year
4.0

 
3.9

Accounts receivable days sales outstanding were 56 days as of the end of the third quarter of fiscal 2015, as compared to 58 days as of the end of fiscal 2014. The decrease in days sales outstanding was primarily due to collections improvement partially offset by seasonally higher revenue within the quarter. Accounts receivable days sales outstanding are calculated based on ending accounts receivable, net, divided by revenue for the corresponding fiscal quarter, times a quarterly average of 91 days. Our inventory turns were 4.0 as of the end of the third quarter of fiscal 2015 and 3.9 as of the end of fiscal 2014. Our inventory turnover is calculated based on total cost of sales for the most recent twelve months divided by average ending inventory, net, for this same twelve month period.
Debt
Notes
On October 30, 2014, we filed a shelf registration statement with the Securities and Exchange Commission (SEC) for the issuance of senior debt securities. On November 24, 2014, we issued $400.0 million of Senior Notes (“Notes”) under the shelf registration statement. The Notes mature on December 1, 2024 and accrue interest at a rate of 4.75% per annum, payable semiannually in arrears on December 1 and June 1 of each year, beginning on June 1, 2015. The Notes are classified as long-term in the Condensed Consolidated Balance Sheet.
Prior to September 1, 2024, we may redeem the Notes at our option at any time, in whole or in part, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of interest and principal, calculated on a semiannual basis using a discount rate equal to the U.S. Treasury rate plus 40 basis points. After September 1, 2024, we may redeem the Notes at our option at any time, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon. In addition, in the event of a change of control, as defined in the prospectus filed with the SEC, each holder of the Notes will have the right to require us to purchase for cash all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus any accrued and unpaid interest.
In connection with the closing of the Notes offering, we entered into an Indenture with U.S. Bank National Association, as trustee. The Indenture contains covenants limiting our ability to create certain liens, enter into sale and lease-back transactions, and consolidate or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to, another person, each subject to certain exceptions. The Notes contain no financial covenants.
2014 Credit Facility
On November 24, 2014, we entered into a new five-year credit agreement with a group of lenders (the “2014 Credit Facility”), which replaced our previous 2012 Credit Facility. The 2014 Credit Facility provides for an unsecured revolving loan facility of $1.0 billion and a letter of credit sub-facility of up to $50.0 million. Subject to the terms of the 2014 Credit Facility, the revolving loan facility may be increased and/or term loan facilities may be established in an amount up to $500.0 million. The outstanding balance as of the end of the third fiscal quarter of 2015 of $211.0 million is classified as long-term in the Condensed Consolidated Balance Sheet.
The funds available under the 2014 Credit Facility may be used for working capital and general corporate purposes, the financing of certain acquisitions and the payment of transaction fees and expenses related to such acquisitions. Under the 2014 Credit Facility, we may borrow, repay and reborrow funds under the revolving loan facility until its maturity on November 24, 2019, at which time the revolving facility will terminate, and all outstanding loans, together with all accrued and unpaid interest, must be repaid. Amounts not borrowed under the $1.0 billion revolving facility will be subject to a commitment fee, to be paid in arrears on the last day of each fiscal quarter, ranging from 0.10% to 0.30% per annum depending on either our credit rating at such time or our leverage ratio as of the most recently ended fiscal quarter, whichever results in more favorable pricing to us.
We may borrow funds under the 2014 Credit Facility in U.S. Dollars, Euros or in certain other agreed currencies, and borrowings will bear interest, at our option, at either: (i) a floating per annum base rate determined by reference to the highest of: (a) the administrative agent’s prime rate; (b) 0.50% per annum above the federal funds effective rate; and (c) reserve-adjusted LIBOR for an interest period of one month plus 1.00%, plus a margin of between 0.00% and 0.75%, or (ii) a reserve-adjusted fixed per annum rate based on LIBOR or EURIBOR, depending on the currency borrowed, plus a margin of between 1.00% and 1.75%. The applicable margin in each case is determined based on either Trimble’s credit rating at such time or Trimble’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to us. Interest is payable on the last day

33

of each fiscal quarter with respect to borrowings bearing interest at the base rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at LIBOR or EURIBOR rate.
The 2014 Credit Facility contains various customary representations and warranties by us, which include customary use of materiality, material adverse effect and knowledge qualifiers. The 2014 Credit Facility also contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict our ability to create liens and enter into sale and leaseback transactions, and that restrict our subsidiaries’ ability to incur indebtedness. Further, the 2014 Credit Facility contains financial covenants that require the maintenance of minimum interest coverage and maximum leverage ratios. Specifically, we must maintain as of the end of each fiscal quarter a ratio of (a) EBITDA (as defined in the 2014 Credit Facility) to (b) interest expense for the most recently ended period of four fiscal quarters of not less than 3.50 to 1.00. We must also maintain, at the end of each fiscal quarter, a ratio of (x) total indebtedness (as defined in the 2014 Credit Facility) to (y) EBITDA (as defined in the 2014 Credit Facility) for the most recently ended period of four fiscal quarters of not greater than 3.00 to 1.00; provided, that on the completion of a material acquisition, we may increase the ratio by 0.50 for the fiscal quarter during which such acquisition occurred and each of the three subsequent fiscal quarters. We were in compliance with these covenants at the end of the third quarter of fiscal 2015.
The 2014 Credit Facility contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments and events constituting a change of control. Upon the occurrence and during the continuance of an event of default, interest on the obligations will accrue at an increased rate and the lenders may accelerate our obligations under the 2014 Credit Facility, except that acceleration will be automatic in the case of bankruptcy and insolvency events of default. The interest rate on the non-current debt outstanding under the credit facilities was 1.46% and 1.42% at the end of the third quarter of fiscal 2015 and fiscal year end 2014, respectively.
Uncommitted Facilities
We also have two $75 million revolving credit facilities which are uncommitted (the “Uncommitted Facilities”). The Uncommitted Facilities may be called by the lenders at any time, have no covenants and no specified expiration date. The interest rate on the Uncommitted Facilities is 1.00% plus either LIBOR or the bank’s cost of funds or as otherwise agreed upon by the bank and us. The $150.0 million outstanding at the end of the third quarter of fiscal 2015 and the $57.0 million outstanding at the end of fiscal 2014 under the Uncommitted Facilities are classified as short-term in the Condensed Consolidated Balance Sheet. The weighted average interest rate on the Uncommitted Facilities was 1.13% at the end of third quarter of fiscal 2015 and 1.15% at the end of fiscal 2014.
For additional discussion of our debt, see Note 8 of Notes to Condensed Consolidated Financial Statements.
Repatriation of Foreign Earnings and Income Taxes
As of the end of the third quarter of fiscal 2015, $107.4 million of cash and cash equivalents was held by our foreign subsidiaries.  If these funds are needed for our operations in the U.S., we would not be required to accrue and pay U.S. federal and state taxes to repatriate the funds due to intercompany financing arrangements with our foreign subsidiaries. We expect that over the next two quarters these intercompany financing arrangements will be repaid and after such repayment, we would be required to pay U.S. federal and state taxes upon the repatriation of cash held by our foreign subsidiaries. While a significant portion of our foreign earnings continue to be permanently reinvested in our foreign subsidiaries, it is anticipated this reinvestment will not impede cash needs at the parent company level. In our determination of which foreign earnings are permanently reinvested, we consider numerous factors, including the financial requirements of the U.S. parent company, the financial requirements of the foreign subsidiaries, and the tax consequences of remitting the foreign earnings back to the U.S. There are no other material impediments to our ability to access sources of liquidity and our resulting ability to meet short and long-term liquidity needs, other than in the event we are not in compliance with the covenants under our 2014 Credit Facility or the potential tax costs of remitting foreign earnings back to the U.S.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. The non-GAAP financial measures included in the tables below as well as detailed explanations to the adjustments to comparable GAAP measures, are set forth below:

Non-GAAP gross margin
We believe our investors benefit by understanding our non-GAAP gross margin as a way of understanding how product mix, pricing decisions and manufacturing costs influence our business. Non-GAAP gross margin excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation and amortization of acquisition-related inventory step-up

34

from GAAP gross margin. We believe that these exclusions offer investors additional information that may be useful to view trends in our gross margin performance.
Non-GAAP operating expenses
We believe this measure is important to investors evaluating our non-GAAP spending in relation to revenue. Non-GAAP operating expenses exclude restructuring costs, amortization of purchased intangible assets, stock-based compensation, acquisition/divestiture costs associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence, and integration costs and litigation expenses from GAAP operating expenses. We believe that these exclusions offer investors supplemental information to facilitate comparison of our operating expenses to our prior results.
Non-GAAP operating income
We believe our investors benefit by understanding our non-GAAP operating income trends which are driven by revenue, gross margin, and spending. Non-GAAP operating income excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition/divestiture costs associated with external and incremental costs resulting directly from merger and acquisition activities such as legal, due diligence, and integration costs and litigation expenses. We believe that these exclusions offer an alternative means for our investors to evaluate current operating performance compared to results of other periods.
Non-GAAP non-operating income (expense), net
We believe this measure helps investors evaluate our non-operating income trends. Non-GAAP non-operating income (expense), net excludes acquisition and divestiture gains/losses associated with unusual acquisition related items such as intangible asset impairment charges and gains or losses related to the acquisition or sale of certain businesses and investments, and a gain on an equity sale. These gains/losses are specific to particular acquisitions and divestitures and vary significantly in amount and timing. We believe that these exclusions provide investors with a supplemental view of our ongoing financial results.
Non-GAAP income tax provision
We believe that providing investors with the non-GAAP income tax provision is beneficial because it provides for consistent treatment of the excluded items in our non-GAAP presentation. In fiscal 2015 we began calculating a non-GAAP tax rate separate from the GAAP rate as we expect this to add consistency in the quarterly non-GAAP trends. We have not retroactively gone back to prior periods to restate our quarterly non-GAAP results with a similar separate rate. Therefore, comparability between periods may be affected.
Non-GAAP net income
This measure provides a supplemental view of net income trends which are driven by non-GAAP income before taxes and our non-GAAP tax rate. Non-GAAP net income excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture costs, a gain on an equity sale, litigation and non-GAAP tax adjustments from GAAP net income. We believe our investors benefit from understanding these exclusions and from an alternative view of our net income performance as compared to our past net income performance.
Non-GAAP diluted net income per share
We believe our investors benefit by understanding our non-GAAP operating performance as reflected in a per share calculation as a way of measuring non-GAAP operating performance by ownership in the company. Non-GAAP diluted net income per share excludes restructuring costs, amortization of purchased intangible assets, stock-based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture costs, a gain on an equity sale, litigation and non-GAAP tax adjustments from GAAP diluted net income per share. We believe that these exclusions offer investors a useful view of our diluted net income per share as compared to our past diluted net income per share.
Non-GAAP operating leverage
We believe this information is beneficial to investors as a measure of how much incremental revenue contributed to our operating income. Non-GAAP operating leverage is the increase in non-GAAP operating income as a percentage of the increase in revenue. We believe that this information offers investors supplemental information to evaluate our current performance and to compare to our past non-GAAP operating leverage.
These non-GAAP measures can be used to evaluate our historical and prospective financial performance, as well as our performance relative to competitors. We believe some of our investors track our "core operating performance" as a means of evaluating our performance in the ordinary, ongoing, and customary course of our operations. Core operating performance excludes items that

35

are non-cash, not expected to recur or not reflective of ongoing financial results. Management also believes that looking at our core operating performance provides a supplemental way to provide consistency in period to period comparisons. Accordingly, management excludes from non-GAAP those items relating to restructuring, amortization of purchased intangible assets, stock based compensation, amortization of acquisition-related inventory step-up, acquisition and divestiture costs, a gain on an equity sale, litigation and non-GAAP tax adjustments. For detailed explanations of the adjustments made to comparable GAAP measures, see items (A) - ( L ) below.
(In millions, except per share amounts)
 
Third Quarter of
 
First Three Quarters of
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
Dollar
 
% of
 
Dollar
 
% of
 
Dollar
 
% of
 
Dollar
 
% of
 
 
 
Amount
 
Revenue
 
Amount
 
Revenue
 
Amount
 
Revenue
 
Amount
 
Revenue
 
GROSS MARGIN:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP gross margin:
 
$
298.0

 
53.0
 %
 
$
316.8

 
54.2
 %
 
$
909.1

 
52.5
 %
 
$
998.3

 
54.5
 %
 
Restructuring charges
( A )
0.3

 
0.1
 %
 
0.1

 
—
 %
 
0.8

 
—
 %
 
0.3

 
—
 %
 
Amortization of purchased intangible assets
( B )
23.3

 
4.1
 %
 
20.1

 
3.4
 %
 
68.8

 
4.0
 %
 
61.0

 
3.3
 %
 
Stock-based compensation
( C )
1.0

 
0.2
 %
 
0.8

 
0.1
 %
 
2.9

 
0.2
 %
 
2.3

 
0.1
 %
 
Amortization of acquisition-related inventory step-up
( D )
—

 
—
 %
 
0.5

 
0.1
 %
 
—

 
—
 %
 
0.6

 
0.1
 %
 
Non-GAAP gross margin:
 
$
322.6

 
57.4
 %
 
$
338.3

 
57.8
 %
 
$
981.6

 
56.7
 %
 
$1,062.5
 
58.0
 %
 
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP operating expenses:
 
$
252.0

 
44.8
 %
 
$
305.7

 
52.3
 %
 
$
787.6

 
45.5
 %
 
$
814.3

 
44.5
 %
 
Restructuring charges
( A )
(2.7
)
 
(0.5
)%
 
(0.2
)
 
—
 %
 
(9.0
)
 
(0.5
)%
 
(1.3
)
 
(0.1
)%
 
Amortization of purchased intangible assets
( B )
(17.4
)
 
(3.1
)%
 
(19.3
)
 
(3.3
)%
 
(53.4
)
 
(3.1
)%
 
(56.8
)
 
(3.1
)%
 
Stock-based compensation
( C )
(11.8
)
 
(2.1
)%
 
(10.2
)
 
(1.8
)%
 
(34.4
)
 
(2.0
)%
 
(29.8
)
 
(1.6
)%
 
Acquisition / divestiture items
( E )
(2.4
)
 
(0.4
)%
 
(4.1
)
 
(0.7
)%
 
(8.0
)
 
(0.4
)%
 
(7.5
)
 
(0.4
)%
 
Litigation
( F )
—

 
—
 %
 
(52.0
)
 
(8.9
)%
 
—

 
—
 %
 
(52.0
)
 
(2.9
)%
 
Non-GAAP operating expenses:
 
$
217.7

 
38.7
 %
 
$
219.9

 
37.6
 %
 
$
682.8

 
39.5
 %
 
$
666.9

 
36.4
 %
 
OPERATING INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP operating income:
 
$
46.0

 
8.2
 %
 
$
11.1

 
1.9
 %
 
$
121.5

 
7.0
 %
 
$
184.0

 
10.0
 %
 
Restructuring charges
( A )
3.0

 
0.5
 %
 
0.3

 
—
 %
 
9.8

 
0.6
 %
 
1.6

 
0.1
 %
 
Amortization of purchased intangible assets
( B )
40.7

 
7.2
 %
 
39.4

 
6.7
 %
 
122.2

 
7.1
 %
 
117.8

 
6.4
 %
 
Stock-based compensation
( C )
12.8

 
2.3
 %
 
11.0

 
1.9
 %
 
37.3

 
2.1
 %
 
32.1

 
1.8
 %
 
Amortization of acquisition-related inventory step-up
( D )
—

 
—
 %
 
0.5

 
0.1
 %
 
—

 
—
 %
 
0.6

 
—
 %
 
Acquisition / divestiture items
( E )
2.4

 
0.5
 %
 
4.1

 
0.7
 %
 
8.0

 
0.5
 %
 
7.5

 
0.4
 %
 
Litigation
( F )
—

 
—
 %
 
52.0

 
8.9
 %
 
—

 
—
 %
 
52.0

 
2.9
 %
 
Non-GAAP operating income:
 
$
104.9

 
18.7
 %
 
$
118.4

 
20.2
 %
 
$
298.8

 
17.3
 %
 
$
395.6

 
21.6
 %
 
NON-OPERATING INCOME (EXPENSE), NET:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP non-operating income (expense), net:
$
(2.5
)
 
 
 
$
(4.0
)
 
 
 
$
2.0

 
 
 
$
10.4

 
 
 
Acquisition / divestiture items
( E )
(0.2
)
 
 
 
1.7

 
 
 
(5.8
)
 
 
 
6.0

 
 
 
Gain on an equity sale
( G )
—

 
 
 
—

 
 
 
—

 
 
 
(15.1
)
 
 
 
Non-GAAP non-operating income (expense), net:
$
(2.7
)
 
 
 
$
(2.3
)
 
 
 
$
(3.8
)
 
 
 
$
1.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

36

 
 
 

 
GAAP and Non-GAAP Tax Rate %
 
( L )
 
GAAP and Non-GAAP Tax Rate %
 
( L )

 
GAAP and Non-GAAP Tax Rate %
 
( L )

 
GAAP and Non-GAAP Tax Rate %
( L )
INCOME TAX PROVISION:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP income tax provision:
 
$
6.5

 
15
 %
 
$
(4.7
)
 
(66
)%
 
$
26.7

 
22
 %
 
$
36.4

 
19
 %
 
Non-GAAP items tax effected:
( H )
8.8

 
 
 
13.9

 
 
 
37.8

 
 
 
36.3

 
 
 
Difference in GAAP and Non-GAAP tax rate
( I )
9.2

 
 
 
—

 
 
 
6.3

 
 
 
—

 
 
 
Tax on gain on an equity sale
( J )
—

 
 
 
—

 
 
 
—

 
 
 
(5.8
)
 
 
 
Tax on RDS litigation
( K )
—

 
 
 
19.8

 
 
 
—

 
 
 
19.8

 
 
 
Non-GAAP income tax provision:
 
$
24.5

 
24
 %
 
$
29.0

 
25
 %
 
$
70.8

 
24
 %
 
$
86.7

 
22
 %
 
NET INCOME:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income attributable to Trimble Navigation Ltd.
 
$
37.1

 
 
 
$
11.8

 
 
 
$
97.1

 
 
 
$
158.3

 
 
 
Restructuring charges
( A )
3.0

 
 
 
0.3

 
 
 
9.8

 
 
 
1.6

 
 
 
Amortization of purchased intangible assets
( B )
40.7

 
 
 
39.4

 
 
 
122.2

 
 
 
117.8

 
 
 
Stock-based compensation
( C )
12.8

 
 
 
11.0

 
 
 
37.3

 
 
 
32.1

 
 
 
Amortization of acquisition-related inventory step-up
( D )
—

 
 
 
0.5

 
 
 
—

 
 
 
0.6

 
 
 
Acquisition / divestiture items
( E )
2.2

 
 
 
5.8

 
 
 
2.2

 
 
 
13.5

 
 
 
Gain on an equity sale
( G )
—

 
 
 
—

 
 
 
—

 
 
 
(15.1
)
 
 
 
Litigation
( F )
—

 
 
 
52.0

 
 
 
—

 
 
 
52.0

 
 
 
Non-GAAP tax adjustments
( H ) - ( K )
(18.0
)
 
 
 
(33.7
)
 
 
 
(44.1
)
 
 
 
(50.3
)
 
 
 
Non-GAAP net income attributable to Trimble Navigation Ltd.
 
$
77.8

 
 
 
$
87.1

 
 
 
$
224.5

 
 
 
$
310.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DILUTED NET INCOME PER SHARE:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP diluted net income per share attributable to Trimble Navigation Ltd.
 
$
0.14

 
 
 
$
0.04

 
 
 
$
0.37

 
 
 
$
0.60

 
 
 
Restructuring charges
( A )
0.01

 
 
 
—

 
 
 
0.04

 
 
 
0.01

 
 
 
Amortization of purchased intangible assets
( B )
0.16

 
 
 
0.15

 
 
 
0.47

 
 
 
0.44

 
 
 
Stock-based compensation
( C )
0.05

 
 
 
0.04

 
 
 
0.14

 
 
 
0.12

 
 
 
Amortization of acquisition-related inventory step-up
( D )
—

 
 
 
—

 
 
 
—

 
 
 
—

 
 
 
Acquisition / divestiture items
( E )
0.01

 
 
 
0.02

 
 
 
0.01

 
 
 
0.05

 
 
 
Gain on an equity sale
( G )
—

 
 
 
—

 
 
 
—

 
 
 
(0.06
)
 
 
 
Litigation
( F )
—

 
 
 
0.20

 
 
 
—

 
 
 
0.20

 
 
 
Non-GAAP tax adjustments
( H ) - ( K )
(0.07
)
 
 
 
(0.12
)
 
 
 
(0.17
)
 
 
 
(0.19
)
 
 
 
Non-GAAP diluted net income per share attributable to Trimble Navigation Ltd.
 
$
0.30

 
 
 
$
0.33

 
 
 
$
0.86

 
 
 
$
1.17

 
 
 
OPERATING LEVERAGE:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in non-GAAP operating income
 
$
(13.5
)
 
 
 
$
0.2

 
 
 
$
(96.8
)
 
 
 
$
46.8

 
 
 
Increase (decrease) in revenue
 
$
(22.5
)
 
 
 
$
28.3

 
 
 
$
(101.0
)
 
 
 
$
142.8

 
 
 

37

Operating leverage (increase in non-GAAP operating income as a % of increase in revenue)
 
N/A

 
 
 
0.7
%
 
 
 
N/A

 
 
 
32.8
%
 
 
 
 
A.
Restructuring costs. Included in our GAAP presentation of cost of sales and operating expenses, restructuring costs recorded are primarily for employee compensation resulting from reductions in employee headcount in connection with our company restructurings. We exclude restructuring costs from our non-GAAP measures because we believe they do not reflect expected future operating expenses, they are not indicative of our core operating performance, and they are not meaningful in comparisons to our past operating performance. We have incurred restructuring expense in each of the periods presented however the amount incurred can vary significantly based on whether a restructuring has occurred in the period and the timing of headcount reductions.

B.
Amortization of purchased intangible assets. Included in our GAAP presentation of gross margin and operating expenses is amortization of purchased intangible assets. US GAAP accounting requires that intangible assets are recorded at fair value and amortized over their useful lives. Consequently, the timing and size of our acquisitions will cause our operating results to vary from period to period, making a comparison to past performance difficult for investors. This accounting treatment may cause differences when comparing our results to companies that grow internally because the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed internally. Furthermore, the useful life that we expense our intangible assets over may be substantially different from the time period that an internal growth company incurs and recognizes such expenses. We believe that by excluding the amortization of purchased intangible assets, which primarily represents technology and/or customer relationships already developed, it provides an alternative way for investors to compare our operations pre-acquisition to those post-acquisition and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.

C.
Stock-based compensation. Included in our GAAP presentation of cost of sales and operating expenses, stock-based compensation consists of expenses for employee stock options and awards and purchase rights under our employee stock purchase plan. We exclude stock-based compensation expense from our non-GAAP measures because some investors may view it as not reflective of our core operating performance as it is a non-cash expense. For the third quarter and first three quarters of fiscal 2015 and 2014, stock-based compensation was allocated as follows:
 
 
Third Quarter of
 
First Three Quarters of
(Dollars in millions)
2015
 
2014
 
2015
 
2014
Cost of sales
$
1.0

 
$
0.8

 
$
2.9

 
$
2.3

Research and development
2.1

 
1.6

 
6.4

 
4.8

Sales and Marketing
2.2

 
2.0

 
6.7

 
6.0

General and administrative
7.5

 
6.6

 
21.3

 
19.0

 
$
12.8

 
$
11.0

 
$
37.3

 
$
32.1


D.
Amortization of acquisition-related inventory step-up. The purchase accounting entries associated with our business acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of the inventory. Included in our GAAP presentation of cost of sales, the increase in inventory value is amortized to cost of sales over the period that the related product is sold. We exclude inventory step-up amortization from our non-GAAP measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results. We further believe that excluding this item from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.

E.
Acquisition / divestiture items. Included in our GAAP presentation of operating expenses, acquisition costs consist of external and incremental costs resulting directly from merger and acquisition and strategic investment activities such as legal, due diligence, and integration costs as well as adjustments to the fair value of earn-out liabilities. Included in our GAAP presentation of non-operating income (expense) net, acquisition / divestiture items includes unusual acquisition, investment, or divestiture gains/losses. Although we do numerous acquisitions, the costs that have been excluded from the non-GAAP measures are costs specific to particular acquisitions. These are one-time costs that vary significantly in amount and timing and are not indicative of our core operating performance.


38

F.
Litigation. The fiscal 2014 amount represents $0.7M of costs based on an arbitration agreement, as well as $51.3M of estimated costs that were reserved during the third quarter based on a jury verdict in favor of the plaintiff, Recreational Data Services, Inc. and then reversed during the fourth quarter after the judge overturned the verdict. We have excluded these costs from our non-GAAP measures because they are non-recurring expenses that are not indicative of our ongoing operating results. We further believe that excluding these items from our non-GAAP results is useful to investors in that it allows for period-over-period comparability.

G.
Gain on an equity sale. Included in our GAAP presentation of non-operating income (expense), net this amount represents a gain on a partial equity sale of Virtual Site Solutions. We excluded the gain from our non-GAAP measures. We believe that investors benefit from excluding this item from our non-GAAP measures because it facilitates an evaluation of our non-operating income trends.                    

H.
Non-GAAP items tax effected. This amount adjusts the provision for income taxes to reflect the effect of the non-GAAP items ( A ) - ( E ) on non-GAAP net income. We believe this information is useful to investors because it provides for consistent treatment of the excluded items in this non-GAAP presentation.             

I.
Difference in GAAP and Non-GAAP tax rate. This amount represents the difference between the GAAP and Non-GAAP tax rates applied to the Non-GAAP Operating Income plus the Non-GAAP Non-Operating Income (Expense), Net. In fiscal 2015 we began calculating a non-GAAP tax rate separate from the GAAP rate as we expect this to add consistency in the quarterly trends. We have not retroactively gone back to prior periods to restate them with a similar separate rate. Therefore, comparability between periods may be affected.                 

J.
Tax on gain on an equity sale. This amount represents the tax effect of a gain on a partial equity sale of Virtual Site Solutions. We excluded this item as it represents the tax effect of a non-recurring gain. We believe that investors benefit from excluding this item from our non-GAAP income tax provision because it facilitates a comparison of the non-GAAP tax rate in 2014 to the non-GAAP tax rates in the current and prior periods.

K.
Tax on Recreational Data Services Inc. litigation. This amount represents the tax effect of the $51.3M of estimated costs that were reserved during the third quarter based on a jury verdict in favor of the plaintiff, Recreational Data Services, Inc. and then reversed during the fourth quarter after the judge overturned the verdict. We excluded this item as it represents the tax effect of a non-recurring expense. We believe that investors benefit from excluding this item from our non-GAAP income tax provision because it allows for period-over-period comparability.        

L.
GAAP and non-GAAP tax rate %. These percentages are defined as GAAP income tax provision as a percentage of GAAP income before taxes and non-GAAP income tax provision as a percentage of non-GAAP income before taxes. We believe that investors benefit from a presentation of non-GAAP tax rate percentage as a way of facilitating a comparison to non-GAAP tax rates in prior periods. However, this comparability may be impacted since we began separately calculating a non-GAAP tax rate in fiscal 2015.                
Non-GAAP Operating Income
Non-GAAP operating income decreased by $13.5 million and $96.8 million for the third quarter and first three quarters of fiscal 2015, respectively, as compared to the corresponding periods in fiscal 2014. Non-GAAP operating income as a percentage of total revenue was 18.7% and 17.3% for the third quarter and first three quarters of fiscal 2015, respectively, as compared to 20.2% and 21.6% for the corresponding periods in fiscal 2014, respectively. The Non-GAAP operating income and Non-GAAP operating income percentage for the third quarter and first three quarters of fiscal 2015 decreased primarily due to revenue declines in Engineering and Construction and Field Solutions, partially offset by a revenue increase in Mobile Solutions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We use certain derivative financial instruments to manage these risks. We do not use derivative financial instruments for speculative purposes. All financial instruments are used in accordance with policies approved by our Board of Directors.
Market Interest Rate Risk
There have been no significant changes to our market interest rate risk assessment. Refer to our 2014 Annual Report on Form 10-K on page 51.
Foreign Currency Exchange Rate Risk

39

We operate in international markets, which expose us to market risk associated with foreign currency exchange rate fluctuations between the U.S. Dollar and various foreign currencies, the most significant of which is the Euro.
Historically, the majority of our revenue contracts are denominated in U.S. Dollars, with the most significant exception being Europe, where we invoice primarily in Euros. Additionally, a portion of our expenses, primarily the cost to manufacture, cost of personnel to deliver technical support on our products and professional services, sales and sales support and research and development, are denominated in foreign currencies, primarily the Euro, Swedish Krona, New Zealand Dollar and Canadian Dollar. Revenue resulting from selling in local currencies and costs incurred in local currencies are exposed to foreign currency exchange rate fluctuations which can affect our operating income. As exchange rates vary, operating income may differ from expectations. In the third quarter of fiscal 2015, revenue and operating income was negatively impacted by foreign currency exchange rates by $22.6 million and $0.5 million, respectively.
We enter into foreign currency forward contracts to minimize the short-term impact of foreign currency exchange rate fluctuations on cash and certain trade and inter-company receivables and payables, primarily denominated in Australian, Canadian, Singapore and New Zealand Dollars, Japanese Yen, Chinese Yuan, Indian Rupee, Brazilian Real, South African Rand, Swedish Krona, Swiss Franc, Euro and British pound. These contracts reduce the exposure to fluctuations in foreign currency exchange rate movements as the gains and losses associated with foreign currency balances are generally offset with the gains and losses on the forward contracts. These instruments are marked to market through earnings every period and generally range from one to three months in maturity. We do not enter into foreign currency forward contracts for trading purposes. We occasionally enter into foreign currency forward contracts to hedge the purchase price of some of our larger business acquisitions. Foreign currency forward contracts outstanding as of the end of the third quarter of fiscal 2015 and fiscal year end 2014 are summarized as follows (in millions):
 
 
Third Quarter of Fiscal 2015
 
Fiscal Year End 2014
 
Nominal Amount
 
Fair Value
 
Nominal Amount
 
Fair Value
Forward contracts:
 
 
 
 
 
 
 
Purchased
$
(81.1
)
 
$
0.2

 
$
(58.4
)
 
$
(1.1
)
Sold
$
87.2

 
$
0.8

 
$
132.9

 
$
2.6


ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
The management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
(b) Internal Control Over Financial Reporting.
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 9, 2013, Harbinger Capital Partners, LLC and additional plaintiffs (“Harbinger Plaintiffs”) filed a lawsuit against Deere & Co., Garmin International, Inc., the Company and two other defendants in the U.S. District Court in Manhattan in connection with the Harbinger Plaintiffs’ investment in LightSquared.  The Harbinger Plaintiffs alleged, among other things, fraud and negligent misrepresentation, claiming that the defendants were aware of material facts that caused the Federal Communications Commission to take adverse action against LightSquared and affirmatively misrepresented and failed to disclose those facts prior to the Harbinger Plaintiffs’ investment in LightSquared.  The Harbinger Plaintiffs sought $1.9 billion in damages from the defendants.  On November 1, 2013, debtor LightSquared, Inc. and two related parties (“LightSquared Plaintiffs”) filed suit against the same defendants in the U.S. Bankruptcy Court in Manhattan.   The LightSquared Plaintiffs asserted claims similar to those made by the Harbinger Plaintiffs, as well as additional claims, including breach of contract and tortious interference, and alleged that LightSquared invested billions of dollars in reliance on the promises and representations of defendants.  On January 31, 2014,

40

the U.S. District Court granted defendants’ motion to withdraw the LightSquared action from the U.S. Bankruptcy Court to the U.S. District Court. On February 5, 2015, the U.S. District Court dismissed all claims brought by the Harbinger Plaintiffs and the majority of those brought by the LightSquared Plaintiffs, including those for breach of contract, promissory estoppel, quantum merit, and tortious interference, but allowed the LightSquared Plaintiffs' claims of negligent representation and constructive fraud to proceed to discovery.  On February 11, 2015, the Harbinger Plaintiffs filed a notice of appeal of the District Court’s dismissal of their claims.  Although an unfavorable outcome of these litigation matters may have a material adverse effect on our operating results, liquidity, or financial position, we believe the claims in these lawsuits are without merit and intends to vigorously contest these lawsuits.
On March 12, 2015, Rachel Thompson filed a putative class action complaint in California Superior Court against the Company, the members of its Board of Directors, and JP Morgan Chase Bank.  The suit alleges that the Company’s Board of Directors breached their fiduciary obligations to the Company’s shareholders by entering into a credit agreement with JP Morgan Chase Bank that contains certain change of control provisions that plaintiff contends are disadvantageous to shareholders.  The complaint seeks declaratory relief, injunctive relief and costs of the action, including attorney’s fees, but does not seek monetary damages. A proposed settlement, which would modify one provision of the credit agreement and permit the named plaintiff to seek recovery of attorney’s fees, has been reached between the parties and submitted to the court for review and approval.
From time to time, we are also involved in litigation arising out of the ordinary course of our business. There are no other material legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries' property is subject.
ITEM 1A. RISK FACTORS
A description of factors that could materially affect our business, financial condition, or operating results is included under “Risk and Uncertainties” in Item 1A of Part I of our 2014 Annual Report on Form 10-K and is incorporated herein by reference. There have been no material changes to the risk factor disclosure since our 2014 Annual Report on Form 10-K. The risk factors described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) None
(b) None
(c) The following table provides information relating to our purchases of equity securities for the third quarter of fiscal 2015.
 
 
Total Number
of Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Program
 
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the
Program
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
July 4, 2015 – August 7, 2015
 
365,313
 
$19.51
 
365,313
 
$169,909,802
(1)
August 8, 2015 – September 4, 2015
 
4,173,433
 
$19.01
 
4,173,433
 
$324,922,586
(1)/(2)
September 5, 2015 – October 2, 2015
 
3,688,148
 
$18.49
 
3,688,148
 
$249,922,586
(2)
Total
 
8,226,894
 
$18.80
 
8,226,894
 
 
 

(1) In August 2014, the Company’s Board of Directors approved a stock repurchase program (2014 Stock Repurchase Program), authorizing the Company to repurchase up to $300.0 million of Trimble’s common stock. This program was terminated in August 2015.
(2) In August 2015, the Company’s Board of Directors approved a stock repurchase program (2015 Stock Repurchase Program), authorizing the Company to repurchase up to $400.0 million of Trimble’s common stock. The timing and amount of repurchase transactions will be determined by the Company’s management based on its evaluation of market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without public notice.

In September 2015, the Company entered into an accelerated stock repurchase (ASR) agreement with an investment bank, under which the Company made an upfront payment of $75.0 million to purchase shares of its common stock and received an initial

41

delivery of 3,688,138 shares for an aggregate price of $68.2 million. This does not represent the final number of shares to be delivered under the ASR. The remaining $6.8 million was recorded as a forward contract indexed to the price of the Company’s common stock. For further explanation of our ASR, see Note 4 in Notes to Condensed Consolidated Financial Statements in Item 1 of Part I of this Report.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 6. EXHIBITS
3.1
Restated Articles of Incorporation of the Company filed June 25, 1986. (2)
 
 
3.2
Certificate of Amendment of Articles of Incorporation of the Company filed October 6, 1988. (2)
 
 
3.3
Certificate of Amendment of Articles of Incorporation of the Company filed July 18, 1990. (2)
 
 
3.4
Certificate of Amendment of Articles of Incorporation of the Company filed May 29, 2003. (3)

42

3.5
Certificate of Amendment of Articles of Incorporation of the Company filed March 4, 2004. (4)
 
 
3.6
Certificate of Amendment of Articles of Incorporation of the Company filed February 21, 2007. (6)
 
 
3.7
Certificate of Amendment of Articles of Incorporation of the Company filed March 20, 2013. (7)
 
 
3.8
Bylaws of the Company, amended and restated through May 7, 2015. (5)
 
 
4.1
Specimen copy of certificate for shares of Common Stock of the Company. (1)
 
 
10.1
Form of global stock option agreement (officer) under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.2
Form of global restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan.(8)
 
 
10.3
Form of U.S. director restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.4
Form of non-U.S. director restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.5
Form of global subscription agreement under the Company’s Amended and Restated Employee Stock Purchase Plan. (8)
 
 
10.6
Form of global performance restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.7
Trimble Navigation Limited Deferred Compensation Plan effective December 30, 2004, as amended and restated November 6, 2015. (8)
 
 
10.8
Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan dated July 30, 2012. (8)
 
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Extension Definition Document.
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
 
(1)
Incorporated by reference to exhibit number 4.1 to the registrant’s Registration Statement on Form S-1, as amended (File No. 33-35333), which became effective July 19, 1990.
(2)
Incorporated by reference to identically numbered exhibits to the registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(3)
Incorporated by reference to exhibit number 3.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2003.
(4)
Incorporated by reference to exhibit number 3.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004.
(5)
Incorporated by reference to exhibit number 3.2 to the Company’s Current Report on Form 8-K, filed March 25, 2015.
(6)
Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2007.

43

(7)
Incorporated by reference to exhibit number 3.1 to the Company’s Current Report on Form 8-K, filed March 20, 2013.
(8)
Furnished or filed herewith.


44

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  
 
TRIMBLE NAVIGATION LIMITED
 
 
(Registrant)
 
 
By:
 
/s/    François Delépine
 
 
François Delépine
 
 
Chief Financial Officer
 
 
(Authorized Officer and Principal
 
 
Financial Officer)
DATE: November 9, 2015


45

EXHIBIT INDEX
.
3.1
Restated Articles of Incorporation of the Company filed June 25, 1986. (2)
 
 
3.2
Certificate of Amendment of Articles of Incorporation of the Company filed October 6, 1988. (2)
 
 
3.3
Certificate of Amendment of Articles of Incorporation of the Company filed July 18, 1990. (2)
 
 
3.4
Certificate of Amendment of Articles of Incorporation of the Company filed May 29, 2003. (3)
 
 
3.5
Certificate of Amendment of Articles of Incorporation of the Company filed March 4, 2004. (4)
 
 
3.6
Certificate of Amendment of Articles of Incorporation of the Company filed February 21, 2007. (6)
 
 
3.7
Certificate of Amendment of Articles of Incorporation of the Company filed March 20, 2013. (7)
 
 
3.8
Bylaws of the Company, amended and restated through May 7, 2015. (5)
 
 
4.1
Specimen copy of certificate for shares of Common Stock of the Company. (1)
 
 
10.1
Form of global stock option agreement (officer) under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.2
Form of global restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan.(8)
 
 
10.3
Form of U.S. director restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.4
Form of non-U.S. director restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.5
Form of global subscription agreement under the Company’s Amended and Restated Employee Stock Purchase Plan. (8)
 
 
10.6
Form of global performance restricted stock unit award agreement under the Company’s Amended and Restated 2002 Stock Plan. (8)
 
 
10.7
Trimble Navigation Limited Deferred Compensation Plan effective December 30, 2004, as amended and restated November 6, 2015. (8)
 
 
10.8
Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan dated July 30, 2012. (8)
 
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 9, 2015. (8)
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Extension Definition Document.
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
 
(1)
Incorporated by reference to exhibit number 4.1 to the registrant’s Registration Statement on Form S-1, as amended (File No. 33-35333), which became effective July 19, 1990.

46

(2)
Incorporated by reference to identically numbered exhibits to the registrant’s Annual Report on Form 10-K for the fiscal year ended January 1, 1999.
(3)
Incorporated by reference to exhibit number 3.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended July 4, 2003.
(4)
Incorporated by reference to exhibit number 3.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2004.
(5)
Incorporated by reference to exhibit number 3.2 to the Company’s Current Report on Form 8-K, filed March 25, 2015.
(6)
Incorporated by reference to exhibit number 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2007.
(7)
Incorporated by reference to exhibit number 3.1 to the Company’s Current Report on Form 8-K, filed March 20, 2013.
(8)
Furnished or filed herewith.



47


 

TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN

GLOBAL STOCK OPTION AGREEMENT
OFFICERS & INTERNAL EXECUTIVE OFFICERS
Unless otherwise defined herein, the capitalized terms used in this Global Stock Option Agreement (Officers & Internal Executive Officers) shall have the same defined meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
I.NOTICE OF STOCK OPTION GRANT
Name (Optionee): ____________________________

You have been granted an Option to purchase shares of the Common Stock of the Company, subject to the terms and conditions of the Plan and this Global Stock Option Agreement (Officers & Internal Executive Officers), including any special terms and conditions for your country in the appendix attached hereto (the “Appendix,” together with the Global Stock Option Agreement, the “Option Agreement”), as follows:
Date of Grant        
Exercise Price per Share    US$    
Total Number of Shares Granted        
Total Exercise Price    US$    

Type of Option
 
Incentive Stock Option
 
 
Nonstatutory Stock Option

(Officers)    



Term/Expiration Date:        
Vesting Schedule:
This Option shall be exercisable, in whole or in part, in accordance with the following schedule:
50% of the Shares subject to this Option shall vest two years after the vesting commencement date which has been communicated to you, and 1/48th 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 four (4) years from the vesting commencement date, subject to the Optionee continuing to be a Service Provider on such dates, as further described in Part II, Paragraph H.13 below. Anything in the foregoing to the contrary notwithstanding, in the event that the Optionee ceases to be a Service Provider as a result of the Optionee’s death, this Option shall automatically vest and become immediately exercisable with respect to the number of Shares that would have vested had the Optionee continued as a Service Provider for an additional twenty-four (24) month period following the Optionee’s death.
Forfeiture
Except as provided above under the heading "Vesting Schedule," upon the date that the Optionee ceases to be a Service Provider for any reason, all unvested Options shall be forfeited. The date the Optionee ceases to be a Service Provider for purposes of the Option will be the date described in Part II, Paragraph H.13 below.
Post-Termination Exercise Period:
The vested portion of this Option may be exercised for twelve (12) months after the Optionee ceases to be a Service Provider (including the death or Disability of the Optionee). The date the Optionee ceases to be a Service Provider for purposes of this Option will be the date described in Part II, Paragraph H.13 below. Upon the death or Disability of the Optionee, this Option may be exercised for twelve (12) months after the Optionee ceases to be a Service Provider. In no event shall any portion of this Option be exercised later than the Term/Expiration Date as provided above.
II.OPTION AGREEMENT
A.Grant of Option.
The Administrator hereby grants to the person named in the Notice of Stock Option Grant (the “Notice of Grant”) attached as Part I of this Option Agreement (the “Optionee”) an Option 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, and this Option Agreement. 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.

-2-


B.Exercise of Option.
1.Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.
1.Method of Exercise. This Option is exercisable by (i) electronic exercise in accordance with an approved automated exercise program or (ii) delivery of an exercise notice, in the form designated by the Company from time to time (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee and delivered to the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of the Exercise Price and the Tax-Related Items (as defined in Paragraph F below).
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 and to the extent permitted under Applicable Laws:
1.    cash (in U.S. dollars); or
2.    check (denominated in U.S. dollars); or
3.    consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; or
4.    subject to the sole discretion of the Administrator, surrender of other Shares which have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
D.Non-Transferability of Option.
This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
E.Term of Option.
This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.
F.Tax Obligations.

-3-


The Optionee acknowledges that, regardless of any action taken by the Company or, if different, the Optionee’s employer (the “Employer”), the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”) is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Optionee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, without limitation, the grant, vesting or exercise of this Option, the issuance of Shares upon exercise of this Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Optionee is subject to Tax-Related Items in more than one jurisdiction, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withhiolding obligations with regard to Tax-Related Items by one or a combination of the following:
1.withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or
2.withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization without further consent); or
3.withholding in Exercised Shares to be issued upon exercise of this Option.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case the Optionee will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items.
Finally, the Optionee agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.

-4-


G.Code Section 409A.
The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan, this Option Agreement or the Notice of Grant or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to ensure that this Option qualifies for exemption from, or complies with the requirements of, Section 409A of the Code; provided, however, that the Company makes no representation that the Option will be exempt from, or will comply with, Section 409A of the Code, and makes no undertakings to preclude Section 409A of the Code from applying to the Option or to ensure that it complies with Section 409A of the Code.
H.Nature of Option Grant.
In accepting this Option, the Optionee acknowledges, understands and agrees that:
1.the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
2.the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future stock options, or benefits in lieu of stock options, even if stock options have been granted in the past;
3.all decisions with respect to future stock option or other grants, if any, will be at the sole discretion of the Company;
4.this Option grant and the Optionee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate, and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Optionee’s Service Provider relationship at any time;
5.the Optionee’s participation in the Plan is voluntary;
6.unless otherwise agreed with the Company, this Option and the Optioned Stock, and the income and value of same, are not granted as consideration for, or in connection with the service the Optionee may provide as a director of a Subsidiary or Affiliate of the Company;
7.this Option and the Optioned Stock are not intended to replace any pension rights or compensation;
8.this Option and the Optioned Stock, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

-5-


9.the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with any certainty;
10.if the Optioned Stock does not increase in value, this Option will have no value;
11.if the Optionee exercises this Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease, even below the Exercise Price;
12.no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from termination of the Optionee’s relationship as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is engaged as a Service Provider or the terms of the Optionee's employment or service agreement, if any) and, in consideration of the grant of this Option to which the Optionee is not otherwise entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer or any Subsidiary or Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer, and any Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by participating in the Plan, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
13.for purposes of this Option, the Optionee’s relationship as a Service Provider will be considered terminated as of the date the Optionee is no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee is engaged as a Service Provider or the terms of the Optionee’s employment or service agreement, if any); unless otherwise expressly provided in this Option Agreement or determined by the Company, (i) the Optionee’s right to vest in this Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period during which the Optionee is considered a Service Provider would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Optionee is engaged as a Service Provider or the terms of the Optionee’s employment or service agreement, if any); and (ii) the period (if any) during which the Optionee may exercise this Option after the Optionee ceases to be a Service Provider will commence on the date the Optionee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Optionee is engaged as a Service Provider or the terms of the Optionee’s employment or service agreement, if any; the Administrator shall have the exclusive discretion to determine when the Optionee is no longer actively providing services for purposes of this Option (including whether the Optionee may still be considered to be actively providing services while on a leave of absence);
14.unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

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15.neither the Company, the Employer nor any Subsidiary of Affiliate shall be liable for any foreign exchange rate fluctuation between the United States Dollar and the Optionee’s local currency (if different) that may affect the value of this Option or of any amounts due to the Optionee pursuant to the exercise of this Option or the subsequent sale of any Shares acquired upon exercise.
I.No Advice Regarding Grant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Shares. Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
J.Compliance with Law.
Notwithstanding anything to the contrary contained herein, no Shares will be issued to the Optionee upon the exercise of this Option unless the Shares subject to the Option are then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not so registered, the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Further, no Shares will be issued until completion of any other applicable registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any applicable governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. By accepting this Option, the Optionee agrees not to sell any of the Shares received under this Option at a time when Applicable Laws or Company policies prohibit a sale.
K.Insider Trading Restrictions / Market Abuse Laws.
The Optionee acknowledges that, depending on his or her country of residence, the Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Options) under the Plan during such times as the Optionee is considered to have “inside information” regarding the Company (as defined by the laws in the Optionee’s country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  The Optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions and that the Optionee should speak to his or her personal legal advisor on this matter.
L.Data Privacy.
The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Option Agreement and any other Option materials (“Data”) by and among, as applicable, the Employer, the Company

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and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.
The Optionee understands that the Company and the Employer may hold certain personal information about him or her, including, without limitation, the Optionee’s name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all stock options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan.
The Optionee understands that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that, if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Optionee authorizes the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that, if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, or require any necessary amendments to Data, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Optionee understands that he or she is providing the consents herein on a purely voluntary basis. If the Optionee does not consent, or if the Optionee later seeks to revoke his or her consent, his or her status as a Service Provider and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Optionee’s consent is that the Company would not be able to grant the Optionee options or other equity awards or administer or maintain such awards. Therefore, the Optionee understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.
M.Language.
If the Optionee has received this Option Agreement or any other documents related to the Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.
N.Electronic Delivery and Participation.

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The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
O.Severability.
The provisions of this Option Agreement (which includes the Appendix) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
P.Appendix.
This Option shall be subject to any special terms and conditions for the Optionee’s country set forth in the Appendix. Moreover, if the Optionee relocates to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to the Optionee, unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Option Agreement.
Q.Imposition of Other Requirements.
The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
R.Entire Agreement.
The Plan is incorporated herein by reference. The Plan and this Option Agreement, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee.
S.Governing Law; Venue.
This Option and this Option Agreement are governed by the internal substantive laws, but not the choice of law rules, of the State of California, U.S.A.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Option or this Option Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, U.S.A. and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, U.S.A., or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

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T.Waiver.
The Optionee acknowledges that a waiver by the Company of breach of any provision of this Option Agreement shall not operate or be construed as a waiver of any other provision of this Option Agreement or of any subsequent breach by the Optionee or any other optionee.

BY THE OPTIONEE’S SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW OR BY THE OPTIONEE’S ACCEPTANCE OF THIS OPTION THROUGH THE COMPANY’S ONLINE ACCEPTANCE PROCEDURES, THE OPTIONEE AND THE COMPANY AGREE THAT THIS OPTION IS GRANTED UNDER AND GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS OPTION AGREEMENT. THE OPTIONEE HAS REVIEWED THE PLAN AND THIS OPTION AGREEMENT IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS OPTION AGREEMENT AND FULLY UNDERSTANDS ALL PROVISIONS OF THE PLAN AND OPTION AGREEMENT. THE OPTIONEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND OPTION AGREEMENT. THE OPTIONEE FURTHER AGREES TO NOTIFY THE COMPANY UPON ANY CHANGE IN THE OPTIONEE’S RESIDENCE ADDRESS INDICATED BELOW.

 
 
 
 
OPTIONEE:                
 
TRIMBLE NAVIGATION LIMITED:
 
 
 
 
 
Signature
 
By

 
 
 
 
 
 
 
Steven W. Berglund
 
Print Name
 
Print Name
 
 
 
 
 
 
 
President & CEO
 
Residence Address
 
Title

 



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APPENDIX TO
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
GLOBAL STOCK OPTION AGREEMENT
OFFICERS & INTERNAL EXECUTIVE OFFICERS


TERMS AND CONDITIONS

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

If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Date of Grant, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to the Optionee under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which the Optionee should be aware with respect to his or her participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when he or she exercise this Option and/or sells any Shares acquired under the Plan.

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

Finally, if the Optionee is a citizen or resident of a country other than that in which the Optionee currently is working, is considered a resident of another country for local law purposes or transfers employment and/or residency to a different country after the Date of Grant, the information contained herein may not apply in the same manner to him or her.


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UNITED STATES

TERMS AND CONDITIONS

Grant of Option. The following provision supplements Paragraph A of the Option Agreement:

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

Exercise of Option. The following provision supplements Paragraph B of the Option Agreement:

ISO Exercise. Upon the exercise of an ISO, the Exercised Shares shall be credited to the Brokerage Account. “Brokerage Account” means the general securities brokerage account, or such other account or record determined appropriate by the Company, established and maintained for Exercised Shares that are issued pursuant to the exercise of an ISO with any entity selected by the Company, in its discretion, to assist in the administration of, and purchase of Exercised Shares issued pursuant to an ISO. An Optionee hereunder may elect at any time on a form acceptable to the Company to have all or part of the Exercised Shares credited to the Brokerage Account on his or her behalf sold at the Optionee’s expense and the cash paid to the Optionee. An Optionee who has Exercised Shares credited in the Brokerage Account may elect, at any time after two (2) years from the Date of Grant and one (1) year from the date of exercise corresponding to the Exercised Shares credited in the Brokerage Account and on a form acceptable to the Company, to have all or part of the Exercised Shares purchased on such date of exercise and credited to the Brokerage Account on his or her behalf transferred to the Optionee’s individual brokerage account established at the Optionee’s expense.

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

Notice of Disqualifying Disposition of ISO Shares. If the Option granted to the Optionee herein is an ISO, and if the Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before (1) two years after the Date of Grant, or (2) one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition.

Compliance with Law. The following provision supplements Paragraph J of the Option Agreement:

Assuming compliance with Applicable Laws, 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.


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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT
Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement shall have the same defined meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
Name:
Address:
You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Global Restricted Stock Unit Award Agreement, including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”, together with this Global Restricted Stock Unit Award Agreement, the “Award Agreement”), as follows:
Total Number of Restricted Stock Units Awarded     
Vesting Schedule
One hundred percent (100%) of the Restricted Stock Units subject to this Award shall vest thirty-six (36) months after the vesting commencement date which has been communicated to you. Vesting of Restricted Stock Units shall at all times be subject to your continuing to be a Service Provider on the applicable date(s) of vesting, as further described in paragraph 11 of the “Nature of Award” section below. Anything in the foregoing to the contrary notwithstanding, in the event that you cease to be a Service Provider as a result of your death, the Restricted Stock Units shall become immediately vested with respect to the number of Restricted Stock Units that would have vested had you continued as a Service Provider for an additional twenty-four (24) month period following the date of your death.
Settlement
For each vested Restricted Stock Unit, you shall be entitled to receive (a) a number of whole Shares equal to the number of Restricted Stock Units vesting on such vesting date, or (b) a cash payment equal to the product of the number of Restricted Stock Units vesting on such vesting date and the Fair Market Value of one Share on such vesting date or (c) a combination of the foregoing. Such payment shall be made in the form of whole Shares, cash or a combination of the foregoing at the Company’s discretion under the terms of the Plan, on or as soon as practicable, but no later than 60 days, following the date of vesting.

(Employees)

Forfeiture
Except as provided above under the heading “Vesting Schedule,” upon the date that you cease to be a Service Provider for any reason (including, without limitation, a termination that is deemed to be an “unfair dismissal” or “constructive dismissal”), all unvested Restricted Stock Units shall be forfeited. The date you cease to be a Service Provider for purposes of the Award will be the date described in paragraph (11) of the “Nature of Award” section below.
Tax Obligations
You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations with regard to Tax-Related Items by one or a combination of the following:
(a)withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or
(b)withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or
(c)withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Restricted Stock Units.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable

2


withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
Finally, you agree to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.
Code Section 409A
The vesting and settlement of Restricted Stock Units awarded pursuant to this Award Agreement are intended to qualify for the “short-term deferral” exemption from Section 409A of the Code. The Administrator reserves the right, to the extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Restricted Stock Units qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Restricted Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these Restricted Stock Units.
Nature of Award
In accepting this Award, you acknowledge, understand and agree that:
(1)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(2)this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;
(3)all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company;
(4)this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate, and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate your Service Provider relationship at any time;
(5)you are voluntarily participating in the Plan;

3


(6)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(7)unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary or Affiliate of the Company;
(8)the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(9)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(10)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of your relationship as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any) and, in consideration of the Award to which you otherwise are not entitled, you irrevocably agree never to institute any claim against the Company, the Employer or any Subsidiary or Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and any Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(11)for purposes of the Award, your relationship as a Service Provider will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period during which you are considered a Service Provider would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be actively providing services while on a leave of absence);
(12)unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any

4


entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(13)neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the United States Dollar and your local currency (if different) that may affect the value of the Restricted Stock Units or of any amounts due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
No Advice Regarding Award
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
No Shareholder Rights Prior to Settlement
You shall have no rights of a shareholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to the terms of this Award Agreement.
Compliance with Law
Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon vesting of the Restricted Stock Units unless the Shares subject to the Restricted Stock Units are then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. Further, no Shares will be issued until completion of any other applicable registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any applicable governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. By accepting the Restricted Stock Units, you agree not to sell any of the Shares received under this Award at a time when Applicable Laws or Company policies prohibit a sale.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  You

5


acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal legal advisor on this matter.
Data Privacy
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Restricted Stock Unit Award materials ("Data") by and among, as applicable, the Employer, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that, if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that, if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, or require any necessary amendments to Data, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status as a Service Provider and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to award you Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Entire Agreement

6


The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company.
Governing Law/Venue
This Award of Restricted Stock Units and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of California, U.S.A.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, U.S.A., or the federal courts for the United States for the Northern District of California, and no other courts, where this Award is made and/or to be performed.
Language
If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
Electronic Delivery and Participation
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Severability
The provisions of this Award Agreement (which includes the Appendix) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Appendix
The Restricted Stock Units shall be subject to any special terms and conditions for your country set forth in the Appendix. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to you, unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

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Imposition of Other Requirements
The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Waiver
You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you or any other participant in the Plan.

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

 
 
 
 
SERVICE PROVIDER:            
 
TRIMBLE NAVIGATION LIMITED:
 
 
 
 
 
Signature
 
By

 
 
 
 
 
 
 
 
 
Print Name
 
Print Name
 
 
 
 
 
 
 
 
 
Residence Address
 
Title

 



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APPENDIX TO

TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT


TERMS AND CONDITIONS

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

If you are a citizen or resident of a country other than the one in which you are currently working, are considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Award Date, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired under the Plan.

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

Finally, if you are a citizen or resident of a country other than that in which you currently are working, are considered a resident of another country for local law purposes or transfer employment and/or residency to a different country after the Award Date, the information contained herein may not apply in the same manner to you.

AUSTRALIA

TERMS AND CONDITIONS

Settlement. The following provision replaces the “Settlement” section of the Award Agreement:

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For each vested Restricted Stock Unit, you shall be entitled to receive a number of Shares equal to the number of Restricted Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

The discretion to settle the Restricted Stock Units in cash as described in Section 9 of the Plan is not applicable to Restricted Stock Units granted to Service Providers in Australia.

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

NOTIFICATIONS

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

AUSTRIA

NOTIFICATIONS

Consumer Protection Information. You may be entitled to revoke acceptance of the Award Agreement on the basis of the Austrian Consumer Protection Act (the “Act”) under the conditions listed below, if the Act is considered to be applicable to the Award Agreement and the Plan:
(i)
The revocation must be made within one (1) week after acceptance of the Award Agreement.
(ii)
The revocation must be in written form to be valid. It is sufficient if the Optionee returns the Award Agreement to the Company or the Company’s representative with language which can be understood as a refusal to conclude or honor the Award Agreement, provided the revocation is sent within the period discussed above.

Exchange Control Information. If you hold Shares acquired under the Plan outside of Austria, you may be required to submit a report to the Austrian National Bank, depending on the value of the Shares. Upon sale of the Shares acquired under the Plan, you may be required to fulfill certain exchange control obligations if the cash proceeds are held outside of Austria and depending on the transaction volume of all accounts abroad. You should consult your personal advisor before vesting in the Restricted Stock Units and acquiring or selling Shares and before opening any foreign accounts in connection with the Plan to ensure compliance with current regulations. You are solely responsible for complying with applicable Austrian exchange control laws.


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BELGIUM

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You are required to report any taxable income attributable to the Restricted Stock Units on your annual tax return. You also are required to report any security or bank accounts opened and maintained outside of Belgium on your annual tax return. In a separate report, you are required to provide the National Bank of Belgium with the account details of any such foreign accounts.

BRAZIL

TERMS AND CONDITIONS

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

In accepting the Award, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest in, and receive Shares pursuant to, the Restricted Stock Units only if the vesting conditions are met and any necessary services are rendered by you between the date of grant and the vesting date, and (iii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to you.

Compliance with Law. By accepting the Award, you agree to comply with all applicable Brazilian laws and report and pay any and all applicable taxes associated with the vesting and settlement of this Award, the sale of any Shares acquired under the Plan, and the receipt of any dividends.

NOTIFICATIONS

Exchange Control Information. If you are resident or domiciled in Brazil, you will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights exceeds US$100,000. Assets and rights that must be reported include Shares acquired under the Plan.

CANADA

TERMS AND CONDITIONS

Settlement. The following provision replaces the “Settlement” section of the Award Agreement:

For each vested Restricted Stock Unit, you shall be entitled to receive a number of Shares equal to the number of Restricted Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.


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The discretion to settle the Restricted Stock Units in cash as described in Section 9 of the Plan is not applicable to Restricted Stock Units granted to Service Providers in Canada.

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

For purposes of the Award, your relationship as a Service Provider will be considered terminated as of the earliest of (a) the date that your relationship as a Service Provider with the Company or one of its Subsidiaries or Affiliates is terminated; (b) the date on which you receive a written notice of termination of your relationship as a Service Provider, regardless of any notice period or period of pay in lieu of such notice required under any employment law in the country where you reside (including, but not limited to, statutory law, regulatory law and/or common law), even if such law is otherwise applicable to your benefits from the Employer; and (c) the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date; the Administrator shall have the exclusive discretion to determine when you are no longer a Service Provider for purposes of your Award.

The following provisions apply if you are in Quebec:

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

Les parties reconnaissent avoir expressement souhaité que la convention [“Award Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

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

You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, any Subsidiary or Affiliate and the Company’s designated broker/third party administrator for the Plan (or such other stock plan service provider that may be selected by the Company to assist with the implementation, administration and management of the Plan) to disclose and discuss such information with their advisors. You also authorize the Company, the Employer and/or any Subsidiary or Affiliate to record such information and to keep such information in your employment file.


12


NOTIFICATIONS

Securities Law Information. You are permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.

Foreign Asset/Account Reporting Information. Foreign property, including Shares and rights to receive Shares (e.g., Restricted Stock Units), must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD100,000 at any time during the year. Thus, Restricted Stock Units must be reported - generally at a nil cost - if the CAD100,000 cost threshold is exceeded because of other foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares.

CHILE

NOTIFICATIONS

Exchange Control and Tax Reporting Information. It is your responsibility to comply with the exchange control and tax reporting requirements in Chile in connection with the acquisition and sale of Shares under the Plan. You should consult with your personal legal and tax advisors in this regard.

You are not required to repatriate funds obtained from the sale of Shares to Chile. However, if you decide to repatriate such funds to Chile, you must do so through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) if the funds exceed US$10,000. If you do not repatriate the funds and use such funds for the payment of other obligations contemplated under a different Chapter of the foreign Exchange Regulations, you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within the first 10 days of the month immediately following the transaction.

If your aggregate investments held outside of Chile meet or exceed US$5,000,000 (including the investments made under the Plan), you must report the status of such investments quarterly to the Central Bank, using Annex 3.1 of Chapter XII of the Foreign Exchange Regulations.

If you hold Shares acquired under the Plan outside of Chile, you must report the details of such investment and any taxes paid abroad (if you wish to receive credit against your Chilean income taxes for taxes paid abroad). The forms to be used are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If you are not a Chilean citizen and have been a resident in Chile for less than three years, you are exempt from the requirement to file Tax Form 1853. The forms must

13


be submitted electronically through the Chilean Internal Revenue Service (the “CIRS”) website (www.sii.cl) before March 15 of each year.

You understand that investments abroad must be registered with the CIRS in order for you to be entitled to a foreign tax credit for any tax withheld on dividends abroad, if applicable, and such registration also provides evidence of the acquisition price of the Shares which you will need when the Shares are sold.   It may also be possible for you to provide other evidence of the acquisition price of the Shares and the number of Shares acquired and sold; however, neither the Company nor its broker are under any obligation to provide you with such a report. 

Securities Law Information. The offer of the Restricted Stock Units constitutes a private offering in Chile effective as of the date of grant. The offer of Restricted Stock Units is made subject to general ruling n° 336 of the Chilean Superintendence of Securities and Insurance (“SVS”).  The offer refers to securities not registered at the securities registry or at the foreign securities registry of the SVS, and, therefore, such securities are not subject to oversight of the SVS.  Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide public information about the Restricted Stock Units or the Shares in Chile. Unless the Restricted Stock Units and/or the Shares are registered with the SVS, a public offering of such securities cannot be made in Chile.
Información bajo la Ley de Mercado de Valores: Esta oferta de Unidades de Acciones Restringidas (“RSU”)  constituye una oferta privada in Chile y se inicia en la fecha de concesión.  efectiva a partir de la Fecha de la Concesión.  Esta oferta de RSU se acoge a las disposiciones de la Norma de carácter General N° 336 de la Superintendencia de Valores y Seguros de Chile (“SVS”).  Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la SVS, por lo que tales valores no están sujetos a la fiscalización de ésta.  Por tratarse las RSU de valores no registrados en Chile, no existe obligación por parte de la Compañía de entregar en Chile información pública respecto de esos valores.Las RSU no podrán ser objeto de oferta pública en Chile mientras no sean  mientras no sean inscritas en el Registro de Valores correspondiente.

CZECH REPUBLIC

NOTIFICATIONS

Exchange Control Information. Upon request of the Czech National Bank (the “CNB”), you may need to report the following to the CNB: foreign direct investments, financial credits from abroad, investment in foreign securities and associated collection and payments (Shares and proceeds from the sale of Shares may be included in this reporting requirement). You may need to report the following even in the absence of a request from the CNB: foreign direct investments with a value of CZK 2,500,000 or more in the aggregate or other foreign financial assets with a value of CZK 200,000,000 or more. You are solely responsible for complying with applicable Czech exchange control laws.


14


FINLAND

There are no country-specific terms and conditions.

FRANCE

TERMS AND CONDITIONS

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

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

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

NOTIFICATIONS

Foreign Asset/Account Information. If you hold securities outside of France (including Shares acquired under the Plan) or maintain a foreign bank account, you are required to report the maintenance of such to the French tax authorities when filing your annual tax return.

GERMANY

NOTIFICATIONS

Exchange Control Information. Cross-border payments in excess of €12,500 must be reported electronically to the German Federal Bank. The online filing portal can be accessed at www.bundesbank.de. You are responsible for complying with this reporting obligation and you should consult with your personal tax advisor in this regard.

HONG KONG

TERMS AND CONDITIONS

Settlement. The following provision replaces the “Settlement” section of the Award Agreement:

For each vested Restricted Stock Unit, you shall be entitled to receive a number of Shares equal to the number of Restricted Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

15



The discretion to settle the Restricted Stock Units in cash as described in Section 9 of the Plan is not applicable to Restricted Stock Units granted to Service Providers in Hong Kong.

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). If the Plan is deemed to constitute an occupational retirement scheme for the purposes of the ORSO, the Award shall be void.

NOTIFICATIONS

Securities Law Notice. Warning: The Award and any Shares to be issued pursuant to the Award do not constitute a public offering of securities under Hong Kong law and are available only to eligible Service Providers of the Company or its Subsidiaries or Affiliates. The Award Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Award Agreement and any related documentation are intended only for the personal use of each eligible Service Provider of the Company or its Subsidiaries or Affiliates and may not be distributed to any other person. You are advised to exercise caution in relation to the Award. If you are in any doubt about any of the contents of the Award Agreement, including this Appendix, or the Plan, you should obtain independent professional advice.

HUNGARY

There are no country-specific terms and conditions.

INDIA

NOTIFICATIONS

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

Foreign Asset/Account Reporting Information. You are required to declare your foreign bank accounts and any foreign financial assets (including Shares  held outside India) in your annual tax return.  It is your responsibility to comply with this reporting obligation and you should consult with your personal tax advisor in this regard.

INDONESIA

NOTIFICATIONS

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Exchange Control Information. If you remit funds into Indonesia (e.g., proceeds from the sale of Shares), the Indonesian bank through which the transaction is made will submit a report of the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of US$10,000 or more, a more detailed description of the transaction must be included in the report and you may be required to provide information about the transaction (e.g., the relationship between you and the transferor of the funds, the source of the funds, etc.) to the bank in order for the bank to complete the report.

IRELAND

NOTIFICATIONS

Director Notification Information. If you are a director, shadow director or secretary of an Irish Subsidiary or Affiliate of the Company, pursuant to Section 53 of the Irish Company Act 1990, you must notify the Irish Subsidiary or Affiliate of the Company in writing within five (5) business days of receiving or disposing of an interest in the Company (e.g., Restricted Stock Units, Shares, etc.), or within five (5) business days of becoming aware of the event giving rise to the notification requirement, or within five (5) business days of becoming a director, shadow director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or minor children, whose interests will be attributed to the director, shadow director or secretary.

There are pending changes to this notification requirement which, if implemented, will limit this notification requirement to interests exceeding 1% of the Company. You should consult your personal legal advisor as to whether or not this notification requirement applies to you.

ITALY

TERMS AND CONDITIONS

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

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

You also understand that providing the Company with Data is mandatory for compliance with Applicable Laws and necessary for the performance of the Plan and that your refusal to provide

17


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

You understand that Data will not be publicized, but it may be accessible by the Employer and its internal and external personnel in charge of processing of such Data and by the data processor (the “Processor”), if any. An updated list of Processors and other transferees of Data is available upon request from the Employer. Furthermore, Data may be transferred to the Company’s designated broker/third party administrator for the Plan, as well as to other banks, financial institutions or brokers involved in the management and administration of the Plan. You understand that Data may also be transferred to the Company’s independent registered public accounting firm, Ernst & Young LLP, or such other public accounting firm that may be engaged by the Company in the future. You further understand that the Company, the Employer and/or any Subsidiary or Affiliate will transfer Data among themselves as necessary for the purposes of implementing, administering and managing your participation in the Plan, and that the Company, the Employer and/or Subsidiary or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to he Company’s designated broker/third party administrator for the Plan or other broker or other third party with whom you may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan. You understand that these recipients may be acting as Controllers, Processors or persons in charge of processing, as the case may be, in accordance with Applicable Laws and may be located in or outside of the European Economic Area, such as in the United States or elsewhere that may not provide the same level of protection as intended under Italian data privacy laws. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

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

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable local laws and regulations, does not require your consent thereto, as the processing is necessary to the performance of contractual obligations related to implementation, administration, and management of the Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right, without limitation, to access, delete, update, correct, or terminate,

18


for legitimate reason, the Data-processing. You should contact the Employer in this regard. Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.

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

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

NOTIFICATIONS

Foreign Asset/Account Reporting Information. Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
JAPAN

NOTIFICATIONS

Foreign Asset/Account Reporting Information. You will be required to report details of any assets held outside of Japan as of December 31st (including any Shares acquired under the Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15th each year. You should consult with your personal tax advisor as to whether the reporting obligation applies to you and whether you will be required to report details of any outstanding Restricted Stock Units, Shares or cash held by you in the report.

KENYA

There are no country-specific terms and conditions.

KOREA

NOTIFICATIONS


19


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

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) based in foreign countries that have not entered into an “inter-governmental agreement for automatic exchange of tax information” with Korea to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency). You should consult with your personal tax advisor for additional information about this reporting obligation, including whether or not there is an applicable inter-governmental agreement between Korea and the U.S. (or any other country where you may hold any Shares or cash acquired in connection with the Plan).

MEXICO

TERMS AND CONDITIONS

Labor Law Policy and Acknowledgment. By participating in the Plan, you expressly recognize that Trimble Navigation Limited, with registered offices at 935 Stewart Drive, Sunnyvale, California 94085, U.S.A., is solely responsible for the administration of the Plan and that your participation in the Plan and acquisition of Shares does not constitute a relationship as a Service Provider between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is Trimble Mexico S. de R.L. (“Trimble-Mexico”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in the Plan do not establish any rights between you and the employer, Trimble-Mexico, and do not form part of the employment conditions and/or benefits provided by Trimble-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of your relationship as a Service Provider.

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

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

Política de Ley  Laboral y  Reconocimiento.  Participando en el Plan,  Usted reconoce expresamente que Trimble Navigation Limited, con sus oficinas registradas en 935 Stewart Drive, Sunnyvale, California 94085, U.S.A., es el único responsable de la administración del Plan y que  su  participación en el mismo y la compra de acciones no constituye de ninguna manera una relación laboral entre  Usted  y la Compañía dado que  su  participación en el Plan deriva únicamente de una relación comercial y que  su  único empleador es Trimble Mexico S. de R.L. (“Trimble-

20


Mexico”). Derivado de lo anterior, expresamente  reconoce  que el Plan y los beneficios que pudieran derivar del mismo no establecen ningún derecho entre  Usted  y el empleador, Trimble-Mexico, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por Trimble-Mexico, y cualquier modificación al Plan o la terminación del mismo no podrá ser interpretada como una modificación o degradación de los términos y condiciones de  su  trabajo.

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

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

NETHERLANDS

There are no country-specific terms and conditions.

NEW ZEALAND

There are no country-specific terms and conditions.

NORWAY

There are no country-specific terms and conditions.

POLAND

NOTIFICATIONS

Exchange Control Information. Polish residents are obligated to file quarterly reports with the National Bank of Poland incorporating information on transactions and balances regarding his or her Restricted Stock Units and Shares if the total value (calculated individually or together with other assets/liabilities possessed abroad) exceeds PLN 7 million.

Polish residents are also required to transfer funds through a bank account in Poland if the transferred amount in any single transaction exceeds a specified threshold (currently €15,000).  Polish residents are required to store documents connected with foreign exchange transactions for a period of five years from the date the exchange transaction was made.

RUSSIA

21



TERMS AND CONDITIONS

Data Privacy. The following provision supplements the “Data Privacy” section of the Award Agreement:
You understand and agree that you may be required to complete and return a separate Written Consent to Processing of Personal Data (the “Consent”) to the Company and/or the Employer.  Further, you understand and agree that if you do not complete and return the Consent upon request of the Company, the Company will not be able to grant Restricted Stock Units or other awards to you or administer or maintain such awards.  Therefore, you understand that refusing to complete the Consent or withdrawing your consent may affect the your ability to participate in the Plan.

NOTIFICATIONS

Securities Law Information. This Appendix, the Award Agreement, the Plan and all other materials you may receive regarding your participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of Shares pursuant to the Plan has not and will not be registered in Russia and, therefore, the Shares described in any Plan-related documents may not be used for offering or public circulation in Russia. You acknowledge that in no event will Shares acquired upon vesting of the Restricted Stock Units be delivered to you in Russia; all Shares will be maintained on your behalf in a bank or brokerage account in the United States. You are not permitted to sell Shares acquired under the Plan directly to a Russian legal entity or resident.

Exchange Control Information. Under current exchange control regulations, within a reasonably short time after sale of the Shares acquired under the Plan, you must repatriate the sale proceeds to Russia. Such sale proceeds you receive must be initially credited to you through a foreign currency account opened in your name at an authorized bank in Russia. After the funds are initially received in Russia, they may be remitted further to foreign banks in accordance with Russian exchange control laws.

SINGAPORE

NOTIFICATIONS

Securities Law Information.   This Award of the Restricted Stock Units under the Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. You should note that the Restricted Stock Units are subject to section 257 of the SFA and that you will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made (i) after 6 months from the date of grant or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

22



Chief Executive Officer and Director Notification Information.  If you are the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of a Singapore Subsidiary or Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary or Affiliate in writing of an interest (e.g., Restricted Stock Units, Shares, etc.) in the Company or any Subsidiary, Affiliate or other related companies within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired pursuant to vested Restricted Stock Units are sold), or (iii) becoming the CEO, a director, associate director or shadow director if such an interest exists at the time.

SPAIN

TERMS AND CONDITIONS

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

You understand and agree that, as a condition of the grant of the Award, upon the date that you cease to be a Service Provider for any reason (including the reasons listed below), all Restricted Stock Units that have not yet vested (or that do not become vested in connection as a result of your death) shall be forfeited, as described in the “Forfeiture” section and in paragraph 11 of the “Nature of Award” section of the Award Agreement.

In particular, you understand and agree that any Restricted Stock Units that have not yet vested (or that do not become vested in connection as a result of your death) as of the date that you are no longer actively providing services shall be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of you ceasing to be a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. You acknowledge that you have read and specifically accept the conditions referred to in the “Forfeiture” section and in paragraph 11 of the “Nature of Award” section of the Award Agreement.

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

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

You understand that the Company has unilaterally, gratuitously and in its own discretion decided to grant Restricted Stock Units under the Plan to certain Service Providers throughout the world.

23


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

NOTIFICATIONS

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with this Award. Neither the Plan nor the Award Agreement (which includes this Appendix) have been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.

Exchange Control Information.  You must declare the acquisition, ownership and disposition of Shares to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Economy and Competitiveness on a Form D-6.  Generally, the declaration must be made in January for Shares owned as of December 31 of the prior year and/or Shares acquired or disposed of during the prior year; however, if the value of Shares acquired or disposed of or the amount of the sale proceeds exceeds €1,502,530 (or if I hold 10% or more of the share capital of the Company), the declaration must be filed within one month of the acquisition or disposition, as applicable.

In addition, you may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents (including any payments of Shares made pursuant to the Plan), depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Foreign Asset/Account Reporting Information. To the extent that you hold rights or assets (e.g., cash or Shares held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which you sell or dispose of such right or asset), you are required to report information on such rights and assets on your tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000.


24


It is your responsibility to comply with these reporting obligations. You should consult with your personal tax advisor in this regard.

SWEDEN

There are no country-specific terms and conditions.

SWITZERLAND

NOTIFICATIONS

Securities Law Information. The grant of the Award and the issuance of any Shares is not intended to be a public offering in Switzerland. Neither this document nor any other materials relating to the Award constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the Award may be publicly distributed nor otherwise made publicly available in Switzerland.

TAIWAN

NOTIFICATIONS
Exchange Control Information. You may acquire foreign currency (including proceeds from the sale of Shares) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, you must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, you may also be required to provide supporting documentation to the satisfaction of the remitting bank.

THAILAND

NOTIFICATIONS

Exchange Control Information.  If the proceeds realized in a single transaction exceed US$50,000, you must (i) immediately repatriate all cash proceeds received from participation in the Plan, (ii) report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form. In addition, within 360 days of repatriation, you must convert any funds repatriated to Thailand to Thai Baht or deposit the funds in a foreign exchange account with a Thai bank.

UNITED ARAB EMIRATES

NOTIFICATIONS
Securities Law Information. Participation in the Plan is being offered only to selected Service Providers and is in the nature of providing equity incentives to Service Providers in the United Arab Emirates. The Plan and the Award Agreement are intended for distribution only to such Service Providers and must not be delivered to, or relied on by, any other person. Prospective purchasers

25


of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of the Plan and the Award Agreement, you should consult an authorized financial adviser. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Award Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

TERMS AND CONDITIONS

Settlement. The following provision replaces the “Settlement” section of the Award Agreement:

For each vested Restricted Stock Unit, you shall be entitled to receive a number of Shares equal to the number of Restricted Stock Units vesting on such vesting date. Such payment in the form of Shares shall be made as soon as practicable, but no later than 60 days, following the date of vesting.

The discretion to settle the Restricted Stock Units in cash as described in Section 9 of the Plan is not applicable to Restricted Stock Units granted to Service Providers in the United Kingdom.

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

You agree that if you do not pay, or the Company or the Employer does not withhold from you, the full amount of income tax that you owe in connection with the Restricted Stock Units within 90 days of the end of the U.K. tax year in which the event giving rise to the income tax liability occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to the Company and/or the Employer, effective on the Due Date. You agree that the loan will bear interest at the then-current official HMRC rate, it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in the “Tax Obligations” section of the Award Agreement.

Notwithstanding the foregoing, if you are an executive officer or a director within the meaning of Section 13(k) of the Exchange Act, the terms of the immediately foregoing provision will not apply. In the event that you are an executive officer or a director and the income tax is not collected or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and National Insurance contributions (“NICs”) may be payable. You acknowledge that you will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee NICs due on this additional benefit.


26


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

If you do not enter into a Joint Election prior to the vesting of the Restricted Stock Units or any other event giving rise to Tax-Related Items or if approval of the joint election has been withdrawn by HMRC, you will not be entitled to vest in the Restricted Stock Units or receive any benefit in connection with the Restricted Stock Units unless and until you enter into a Joint Election, and no Shares will be issued or delivered to you under the Plan, without any liability to the Company or the Employer.



27




TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Outside Director Restricted Stock Units - U.S. Version)
Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement (Outside Director Restricted Stock Units - U.S. Version) shall have the same defined meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
Name: JANOW, MERIT E.
Address: 49 EAST 96TH ST. APT 6E, NEW YORK, NY 10128 UNITED STATES
You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (Outside Director Restricted Stock Units - U.S. Version) (the “Award Agreement”), as follows:
Award Date: 5/7/2015
Total Number of Restricted Stock Units Awarded : 10,953
Vesting Schedule
One hundred percent (100%) of the Restricted Stock Units subject to this Award shall vest twelve (12) months after the date of grant of the Restricted Stock Units (the “Vesting Date”), provided you have continued your service as a Director through the Vesting Date.
Notwithstanding the foregoing, if you resign as Director, or cease to be a Director due to your death or disability, prior to the Vesting Date, the Restricted Stock Units shall vest immediately as of the date you cease to be a Director in a pro rata number of Restricted Stock Units equal to the product of the number of Restricted Stock Units subject to this Award, multiplied by a fraction, the numerator of which shall be the number of days elapsed between the date of grant of the Restricted Stock Units and the date you cease to be a Director, and the denominator of which shall be 365.
Settlement
For each vested Restricted Stock Unit, you shall be entitled to receive (a) a number of whole Shares equal to the number of Restricted Stock Units that vest, (b) a cash payment equal to the product of the number of Restricted Stock Units that vest, multiplied by the Fair Market Value of one Share on the date that the Restricted Stock Units vested or (c) a combination of the foregoing. Such payment shall be made in the form of whole Shares, cash or a combination of the foregoing at the Company’s discretion under the terms of the Plan, on or as soon as practicable, but no later than 60 days following the earliest of the Vesting Date, the date of your death or the date of your “separation from service” within the meaning of Section 409A of the Code.

(U.S. Directors)

Forfeiture
Except as otherwise provided in the Vesting Schedule above, upon the date that you cease to be a Service Provider for any reason, all unvested Restricted Stock Units shall be forfeited.
Non-Transferability of Restricted Stock Units
The Restricted Stock Units may not be transferred in any manner otherwise than by will or by the laws of descent or distribution. The terms of the Plan and this Award Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.
Tax Obligations
You acknowledge that, regardless of any action taken by the Company, the ultimate liability for all income tax, social security, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company, if any. You further acknowledge that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) does not commit to and is under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company or its agents, at their discretion, to satisfy any withholding obligations with regard to Tax-Related Items by either or both of the following:
1.withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or
2.withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Restricted Stock Units.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units,

2


notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
Finally, you agree to pay the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.
Code Section 409A
The vesting and settlement of Restricted Stock Units awarded pursuant to this Award Agreement are intended to comply with Section 409A of the Code. The Administrator reserves the right, to the extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Restricted Stock Units comply with Section 409A of the Code. The Company makes no representations that the Restricted Stock Units will comply with Section 409A of the Code and makes no undertaking to ensure that the Restricted Stock Units and Award Agreements will comply with Section 409A of the Code.
No Advice Regarding Award
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
No Shareholder Rights Prior to Settlement
You shall have no rights of a shareholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to the terms of this Award Agreement.
Data Privacy
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Restricted Stock Unit Award materials ("Data") by and among, as applicable, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all restricted stock units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the

3


Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than your country. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status as a Service Provider will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to award you Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan.
Entire Agreement
The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company.
Governing Law/Venue
This Award and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of California.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Award is made and/or to be performed.
Electronic Delivery and Participation
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Severability
The provisions of this Award Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

4


Imposition of Other Requirements
The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Waiver
You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you or any other participant in the Plan.
BY YOUR SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW OR BY YOUR ACCEPTANCE OF THIS AWARD THROUGH THE COMPANY’S ONLINE ACCEPTANCE PROCEDURE, YOU AND THE COMPANY AGREE THAT THIS AWARD IS GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX, IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT, AND FULLY UNDERSTAND ALL PROVISIONS OF THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU FURTHER AGREE TO NOTIFY THE COMPANY UPON ANY CHANGE IN YOUR RESIDENCE ADDRESS.
 
 
 
 
SERVICE PROVIDER:            
 
TRIMBLE NAVIGATION LIMITED:
 
 
 
 
 
Signature
 
By

 
 
 
 
 
JANOW, MERIT E.
 
Steve Berglund
 
Print Name
 
Print Name
 
 
 
 
 
49 EAST 96TH ST. APT 6E
 
 
 
NEW YORK, NY, 10128
 
 
 
UNITED STATES
 
CEO
 
Residence Address
 
Title

 


5



B&M DRAFT - 5/14/15

TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Outside Director Restricted Stock Units - Non-U.S. Version)
Unless otherwise defined herein, the capitalized terms used in this Restricted Stock Unit Award Agreement (Outside Director Restricted Stock Units - Non-U.S. Version) shall have the same defined meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
Name: JOHANSSON, ULF J.
Address: STRANDV 43 IV, STOCKHOLM, SWEDEN, S-11456
You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Restricted Stock Unit Award Agreement (Outside Director Restricted Stock Units - Non-U.S. Version), including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”, together with this Restricted Stock Unit Award Agreement (Outside Director Restricted Stock Units - Non-U.S. Version), the “Award Agreement”), as follows:
Award Date: 5/7/2015
Total Number of Restricted Stock Units Awarded: 10,953
Vesting Schedule
One hundred percent (100%) of the Restricted Stock Units subject to this Award shall vest twelve (12) months after the date of grant of the Restricted Stock Units (the “Vesting Date”), provided you have continued your service as a Director through the Vesting Date.
Notwithstanding the foregoing, if you resign as Director, or cease to be a Director due to your death or disability, prior to the Vesting Date, the Restricted Stock Units shall vest immediately as of the date you cease to be a Director in a pro rata number of Restricted Stock Units equal to the product of the number of Restricted Stock Units subject to this Award, multiplied by a fraction, the numerator of which shall be the number of days elapsed between the date of grant of the Restricted Stock Units and the date you cease to be a Director, and the denominator of which shall be 365.
Settlement
For each vested Restricted Stock Unit, you shall be entitled to receive (a) a number of whole Shares equal to the number of Restricted Stock Units that vest, (b) a cash payment equal to the product of the number of Restricted Stock Units that vest, multiplied by the Fair Market Value of one Share on the date that the Restricted Stock Units vested or (c) a combination of the foregoing. Such payment shall be made in the form of whole Shares, cash or a combination of the foregoing at the

(Non-U.S. Directors)

Company’s discretion under the terms of the Plan, on or as soon as practicable, but no later than 60 days following the earlier of the Vesting Date or other vesting event; provided, however, that if you are subject to taxation in the U.S., the payment shall be made on the earliest of the Vesting Date, the date of your death or the date of your “separation from service” within the meaning of Section 409A of the Code.
Forfeiture
Except as otherwise provided in the Vesting Schedule above, upon the date that you cease to be a Service Provider for any reason, all unvested Restricted Stock Units shall be forfeited.
Non-Transferability of Restricted Stock Units
The Restricted Stock Units may not be transferred in any manner otherwise than by will, by the laws of descent or distribution, or by contribution to a personal corporation wholly owned by you. The terms of the Plan and this Award Agreement, including the Appendix, shall be binding upon your executors, administrators, heirs, successors, assigns and transferees.
Tax Obligations
You acknowledge that, regardless of any action taken by the Company and/or any Subsidiary or Affiliate (collectively, the “Company”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company, if any. You further acknowledge that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) does not commit to and is under no obligation to structure the terms of this Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company or its agents, at their discretion, to satisfy any withholding obligations with regard to Tax-Related Items by either or both of the following:
1.withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or

2


2.withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Restricted Stock Units.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
Finally, you agree to pay the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.
Code Section 409A
If you are subject to taxation in the U.S., this provision shall apply to you. The vesting and settlement of Restricted Stock Units awarded pursuant to this Award Agreement are intended to comply with Section 409A of the Code. The Administrator reserves the right, to the extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Restricted Stock Units comply with Section 409A of the Code. The Company makes no representations that the Restricted Stock Units will comply with Section 409A of the Code and makes no undertaking to ensure that the Restricted Stock Units and Award Agreements will comply with Section 409A of the Code.
Nature of Award
In accepting this Award, you acknowledge, understand and agree that:
(1)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(2)this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;
(3)all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company;
(4)this Award and your participation in the Plan shall not be interpreted as forming an employment or service contract with the Company or any Subsidiary or Affiliate, and shall not

3


interfere with the ability of the Company or any Subsidiary or Affiliate, as applicable, to terminate your Service Provider relationship at any time;
(5)you are voluntarily participating in the Plan;
(6)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(7)no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of your relationship as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any) and, in consideration of the Award to which you otherwise are not entitled, you irrevocably agree never to institute any claim against the Company or any Subsidiary or Affiliate, waive your ability, if any, to bring any such claim, and release the Company and any Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(8)unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
(9)neither the Company nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the United States Dollar and your local currency (if different) that may affect the value of the Restricted Stock Units or of any amounts due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
No Advice Regarding Award
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
No Shareholder Rights Prior to Settlement
You shall have no rights of a shareholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to the terms of this Award Agreement.
Compliance with Law

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Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon vesting of the Restricted Stock Units unless the Shares subject to the Restricted Stock Units are then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. Further, no Shares will be issued until completion of any other applicable registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any applicable governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. By accepting the Restricted Stock Units, you agree not to sell any of the Shares received under this Award at a time when Applicable Laws or Company policies prohibit a sale.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal legal advisor on this matter.
Data Privacy
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Restricted Stock Unit Award materials ("Data") by and among, as applicable, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and any Subsidiary or Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may

5


request a list with the names and addresses of any potential recipients of Data by contacting the Company. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, or require any necessary amendments to Data, in any case without cost, by contacting the Company in writing. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status as a Service Provider will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant you restricted stock units or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact the Company.
Entire Agreement
The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company.
Governing Law/Venue
This Award and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of California, U.S.A.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, U.S.A., or the federal courts for the United States for the Northern District of California, and no other courts, where this Award is made and/or to be performed.
Language
If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
Electronic Delivery and Participation

6


The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Severability
The provisions of this Award Agreement (which includes the Appendix) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Appendix
The Restricted Stock Units shall be subject to any special terms and conditions for your country set forth in the Appendix. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to you unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.
Imposition of Other Requirements
The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Waiver
You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you or any other participant in the Plan.
BY YOUR SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW OR BY YOUR ACCEPTANCE OF THIS AWARD THROUGH THE COMPANY’S ONLINE ACCEPTANCE PROCEDURE, YOU AND THE COMPANY AGREE THAT THIS AWARD IS GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX, IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT, AND FULLY UNDERSTAND ALL PROVISIONS OF THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU

7


FURTHER AGREE TO NOTIFY THE COMPANY UPON ANY CHANGE IN YOUR RESIDENCE ADDRESS.
 
 
 
 
SERVICE PROVIDER:            
 
TRIMBLE NAVIGATION LIMITED:
 
 
 
 
 
Signature
 
By

 
 
 
 
 
JOHANSSON, ULF J.
 
STEVE BERGLUND
 
Print Name
 
Print Name
 
 
 
 
 
STRANDV 43 IV,  
 
 
 
STOCKHOLM, SWEDEN, S-11456    
 
CEO
 
Residence Address
 
Title

 


8


APPENDIX TO

TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Outside Director Option – Non-U.S. Version)


TERMS AND CONDITIONS

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

If you are a citizen or resident of a country other than the one in which you are currently working, are considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Award Date, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to you under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan because such information may be outdated when you vest in this Award and/or sell any Shares acquired under the Plan.

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

Finally, if you are a citizen or resident of a country other than that in which you currently are working, are considered a resident of another country for local law purposes or transfer employment and/or residency to a different country after the Award Date, the information contained herein may not apply in the same manner to you.

SWEDEN

There are no country-specific terms and conditions.

9





TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
GLOBAL SUBSCRIPTION AGREEMENT

1.I hereby elect to participate in the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”) and subscribe to purchase shares of the Company’s Common Stock in accordance with this Global Subscription Agreement, including any special terms and conditions for my country in the appendix hereto (the “Appendix,” together with the Global Subscription Agreement, the “Subscription Agreement”) and the Stock Purchase Plan. All capitalized terms not defined in this Subscription Agreement shall have the same meanings as set forth in the Stock Purchase Plan.
2.    I hereby authorize payroll deductions from each paycheck in the amount of _____% (not to exceed 10%) of my Compensation on each payday during the Offering Period in accordance with the Stock Purchase Plan.

If I am enrolling in the Stock Purchase Plan through the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, then by such enrollment and by making my online enrollment elections, I authorize payroll deductions from each paycheck in the amount of the elected percentage (not to exceed 10%) of my Compensation on each payday during the Offering Period in accordance with the Stock Purchase Plan.
3.    I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Option Price determined in accordance with the Stock Purchase Plan. I understand that any accumulated payroll deductions will be used to automatically exercise my option on the Exercise Date unless I become ineligible to participate in the Stock Purchase Plan or otherwise withdraw from the Stock Purchase Plan in accordance with the withdrawal procedures in effect at such time.
4.    I understand that this Subscription Agreement will automatically re-enroll me in all subsequent Offering Periods unless I withdraw from the Stock Purchase Plan or I become ineligible to participate in the Stock Purchase Plan.  I further understand that my participation in the Stock Purchase Plan in any subsequent Offering Period will be governed by the terms and conditions of the Stock Purchase Plan and the subscription agreement (including any appendix thereto) in effect at that time, subject to my right to withdraw from the Stock Purchase Plan in accordance with the withdrawal procedures in effect at that time.
5.    I have received a copy of the complete “Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan.” I understand that my participation in the Stock Purchase Plan is in all respects subject to the terms of the Stock Purchase Plan.
6.    I understand and agree that the effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Stock Purchase Plan. I understand that, if I am participating in the Code Section 423(b) Plan Component, I may not transfer the shares of Common Stock out of such




account and to my individual brokerage account for two (2) years following the Exercise Date of any Offering Period.   I agree to notify the Company in writing within 30 days of any disposition of the shares of Common Stock whether such shares are sold while they are held in an account with the Company’s designated broker or in my individual brokerage account.
7.    Shares of Common Stock purchased for me under the Stock Purchase Plan will be deposited into an account established in my name with the Company’s designated broker for the Stock Purchase Plan.
8.    I understand that if I am a U.S. taxpayer participating in the Code Section 423(b) Plan Component and I dispose of any shares of Common Stock received by me pursuant to the Stock Purchase Plan within 2 years after the first day of the Offering Period during which I purchased such shares (“Enrollment Date”) or within 1 year after the Exercise Date, I will be treated for U.S. federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were delivered to me over the Option Price which I paid for the shares. However, if I dispose of such shares at any time after the expiration of the holding period set forth above, I understand that I will be treated for U.S. federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (i) the excess of the fair market value of the shares at the time of such disposition over the Option Price which I paid for the shares under the option, or (ii) 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.
I understand that if I am a U.S. taxpayer participating in the Non-423(b) Plan Component, the tax treatment under Code Section 423(b) will not apply and I will be treated for U.S. federal income tax purposes as having received ordinary income on the Exercise Date in an amount equal to the excess of the fair market value of the shares on the Exercise Date over the Option Price which I paid for the shares.
9.    I acknowledge that, regardless of any action taken by the Company or, if different, my employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items relating to my participation in the Stock Purchase Plan and legally applicable to me (“Tax-Related Items”) is and remains my responsibility and may exceed the amount actually withheld by the Company or the Employer. I acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the option, including the grant of the option, the exercise of the option, the purchase of shares, the subsequent sale of shares of Common Stock acquired pursuant to the option and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the option to reduce or eliminate my liability for Tax-Related Items or achieve any particular tax result. Further, if I am subject to Tax-Related Items in more than one jurisdiction, I acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to the relevant taxable or tax withholding event, as applicable, I agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this

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regard, I authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations with regard to Tax-Related Items by one or a combination of the following: (a) withholding from wages or other cash Compensation payable to me by the Company and/or the Employer; or (b) withholding from the proceeds of the sale of shares of Common Stock that I acquire, either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization without further consent); or (c) withholding in shares of Common Stock to be issued to me.
Depending on the withholding method, the Company and/or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case I will receive a refund of any over-withheld amount in cash as soon as practicable and I will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, I am deemed to have been issued the full number of shares of Common Stock purchased, notwithstanding that some shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
Finally, I agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of my participation in the Stock Purchase Plan that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise or purchase shares on my behalf or may refuse to deliver the shares of Common Stock or the proceeds of the sale of shares of Common Stock if I fail to comply with my obligations in connection with the Tax-Related Items.
10.    By enrolling and participating in the Stock Purchase Plan, I acknowledge, understand and agree that: (a) the Stock Purchase Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Stock Purchase Plan; (b) the grant of the option is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of grants, even if options have been granted in the past; (c) all decisions with respect to future grants of options, if any, will be at the sole discretion of the Company; (d) my participation in the Stock Purchase Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary, and shall not interfere with the ability of the Company, the Employer or any Subsidiary to terminate my employment relationship at any time with or without cause; (e) I am voluntarily participating in the Stock Purchase Plan; (f) the option and the underlying shares of Common Stock are not intended to replace any pension rights or compensation; (g) unless otherwise agreed with the Company, the option and the underlying shares of Common Stock, and the income and value of same, are not offered to me in my capacity as a director of a Subsidiary of the Company; (h) the option and the underlying shares of Common Stock, and the income value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, unfair dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) the future value of the underlying shares of Common Stock is unknown, indeterminable, and cannot be predicted with certainty; (j) the value of shares of Common Stock purchased under the Stock Purchase Plan may increase or decrease, even below the Option Price; (k) no claim or entitlement to compensation or

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damages shall arise from termination of the option resulting from termination of my employment by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any) and, in consideration of the grant of the option to which I am not otherwise entitled, I irrevocably agree never to institute any claim against the Company, the Employer or any Subsidiary, waive my ability, if any, to bring any such claim, and release the Company, the Employer and any Subsidiary from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and (l) in the event of termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any), my right to participate in the Stock Purchase Plan and purchase shares of Common Stock under the Stock Purchase Plan, if any, will terminate effective as of the date that I am no longer actively providing services and will not be extended by any notice period (e.g., active service would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); and the Board shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of my participation in the Stock Purchase Plan; (m) unless otherwise provided in the Stock Purchase Plan or by the Company in its discretion, the option and the benefits evidenced by this Subscription Agreement do not create any entitlement to have the Stock Purchase Plan or any such benefits granted thereunder, transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the shares of the Company; and (n) neither the Company, the Employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the United States Dollar and my local currency (if different) that may affect the value of the shares of Common Stock or any amounts due to me pursuant to the purchase of the shares or the subsequent sale of any shares of Common Stock purchased under the Stock Purchase Plan.
11.    The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the Stock Purchase Plan, or my acquisition or sale of the underlying shares of Common Stock. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Stock Purchase Plan before taking any action related to the Stock Purchase Plan.
12.    I acknowledge that, depending on my country of residence, I may be subject to insider trading restrictions and/or market abuse laws, which may affect my ability to acquire or sell shares of Common Stock or rights to shares of Common Stock under the Stock Purchase Plan during such times as I am considered to have “inside information” regarding the Company (as defined by the laws in my country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  I acknowledge that it is my responsibility to comply with any applicable restrictions and that I am advised to speak to my personal legal advisor on this matter.
13.    I hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this Subscription Agreement and any

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other Stock Purchase Plan materials (“Data”) by and among, as applicable, the Employer, and the Company and its Subsidiaries for the exclusive purposes of implementing, administering and managing my participation in the Stock Purchase Plan. I understand that the Company and the Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all options or any other entitlement to shares of Common Stock awarded, canceled, exercised or outstanding in my favor, for the purpose of implementing, administering and managing the Stock Purchase Plan.
I understand that Data will be transferred to the Company’s designated broker/third party administrator for the Stock Purchase Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Stock Purchase Plan. I understand that the recipients of Data may be located in my country or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I understand that, if I reside outside the United States, I may request a list with the names and addresses of any potential recipients of Data by contacting my local human resources representative. I authorize the Company, any Subsidiary, the Company’s designated broker/third party administrator for the Stock Purchase Plan and any other possible recipients of Data to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing my participation in the Stock Purchase Plan, including any requisite transfer of Data as may be required to a broker or other third party with whom I may elect to deposit any shares of Common Stock acquired upon purchase of shares under the Stock Purchase Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Stock Purchase Plan. I understand that, if I reside outside the United States, I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, in any case without cost, by contacting in writing my local human resources representative. Further, I understand that I am providing the consents herein on a purely voluntary basis. If I do not consent, or if I later seek to revoke my consent, my employment status or service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing my consent is that the Company would not be able to grant me options under the Stock Purchase Plan or other equity awards or administer or maintain such awards. Therefore, I understand that refusing or withdrawing my consent may affect my ability to participate in the Stock Purchase Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources representative.
14.    The grant of the option and the provisions of this Subscription Agreement are governed by, and subject to, the laws of the State of California, USA, without regard to conflict of laws provisions. For purposes of litigating any dispute that arises under this grant or this Subscription Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, USA, agree that such litigation shall be conducted in the courts of Santa Clara County, California, USA, or the federal courts for the United States for the Northern District of California, where this grant is made and/or to be performed.

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15.    If I have received this Subscription Agreement or any other document related to the Stock Purchase Plan translated into a language other than English and if meaning of the translated version is different than the English version, the English version will control.
16.    The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Stock Purchase Plan by electronic means. I hereby consent to receive such documents by electronic delivery and agree to participate in the Stock Purchase Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
17.    The provisions of this Subscription Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
18.    The grant of the option shall be subject to any special terms and conditions for my country set forth in the Appendix. Moreover, if I relocate to one of the countries included in the Appendix, the special terms and conditions for such country apply to me, unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Subscription Agreement.
19.    The Company reserves the right to impose other requirements on my participation in the Stock Purchase Plan, on the grant of the option and on any shares of Common Stock acquired under the Stock Purchase Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
20.    I acknowledge that a waiver by the Company of breach of any provision of this Subscription Agreement shall not operate or be construed as a waiver of any other provision of this Subscription Agreement, or of any subsequent breach by me or any other participant in the Stock Purchase Plan.

20.    By enrolling in the Stock Purchase Plan, either by signing below or by using the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, I agree to be bound by, and understand that my participation in the Stock Purchase Plan is in all respects subject to, the terms of the Stock Purchase Plan and this Subscription Agreement. 

Dated:                 
Signature of Employee

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APPENDIX OF
SPECIAL TERMS AND CONDITIONS TO THE
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
GLOBAL SUBSCRIPTION AGREEMENT


TERMS AND CONDITIONS

This Appendix, which is part of the Subscription Agreement, includes additional or different terms and conditions that govern my participation in the Stock Purchase Plan and that will apply to me if I am in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Stock Purchase Plan or the Subscription Agreement, as applicable.

If I am a citizen or resident of a country other than the one in which I am currently working, am considered a resident of another country for local law purposes or transfer employment and/or residency between countries after the Enrollment Date, the Company shall, in its sole discretion, determine to what extent the terms and conditions included herein will apply to me under these circumstances.

NOTIFICATIONS

This Appendix also includes information regarding securities, exchange control and certain other issues of which I should be aware with respect to my participation in the Stock Purchase Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that I not rely on the information in this Appendix as the only source of information relating to the consequences of my participation in the Stock Purchase Plan because such information may be outdated when the shares of Common Stock are purchased and/or when I sell any shares purchased under the Stock Purchase Plan.

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

Finally, if I am a citizen or resident of a country other than that in which I currently am working, am considered a resident of another country for local law purposes or transfer employment and/or residency to a different country after the Enrollment Date, the information contained herein may not apply in the same manner to me.


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ALL EUROPEAN ECONOMIC AREA COUNTRIES

TERMS AND CONDITIONS

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

AUSTRALIA

TERMS AND CONDITIONS

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

NOTIFICATIONS

Securities Law Information.  If I acquire shares under the Stock Purchase Plan and offer the shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law, and I should obtain legal advice regarding any applicable disclosure obligations prior to making any such offer.

AUSTRIA

TERMS AND CONDITIONS

Securities Law Restriction.  My participation in the Stock Purchase Plan may be limited pursuant to the terms and conditions set forth in the Appendix for all EEA countries.
Interest Waiver. By enrolling in the Stock Purchase Plan and accepting the terms of the Subscription Agreement, I unambiguously waive my right to any interest with respect to payroll deductions taken under the Stock Purchase Plan during an Offering Period.

NOTIFICATIONS

Consumer Protection Information. I understand that I may be entitled to revoke acceptance of the Subscription Agreement on the basis of the Austrian Consumer Protection Act (the “Act”) under the

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conditions listed below, if the Act is considered to be applicable to the Subscription Agreement and the Stock Purchase Plan:
(i)
The revocation must be made within one (1) week after acceptance of the Subscription Agreement.
(ii)
The revocation must be in written form to be valid. It is sufficient if I return the Subscription Agreement to the Company or the Company’s representative with language which can be understood as a refusal to conclude or honor the Subscription Agreement, provided the revocation is sent within the period discussed above.

Exchange Control Information. If I hold shares of Common Stock acquired under the Stock Purchase Plan outside of Austria, I understand that I may be required to submit a report to the Austrian National Bank, depending on the value of the shares of Common Stock. Further, I understand that upon sale of the Shares acquired under the Stock Purchase Plan, I may be required to fulfill certain exchange control obligations if the cash proceeds are held outside of Austria and depending on the transaction volume of all accounts abroad. I acknowledge that I am solely responsible for complying with applicable Austrian exchange control laws and that I have been advised to consult my personal advisor before enrolling in the Stock Purchase Plan, acquiring or selling shares of Common Stock, or opening any foreign accounts in connection with the Stock Purchase Plan to ensure compliance with current regulations.

BELGIUM

TERMS AND CONDITIONS

Authorization to Remit Payroll Deductions. For Belgian law purposes, “payroll deductions” means a specific instruction by me to the Employer to pay out part of my Compensation (as indicated in the Subscription Agreement) in order to fund the Option Price for the shares of Common Stock, in accordance with the terms and conditions of the Stock Purchase Plan.

NOTIFICATIONS

Foreign Asset/Account Reporting Information. I am required to report any taxable income attributable to my participation in the Stock Purchase Plan on my annual tax return. I am also required to report any security or bank accounts opened and maintained outside of Belgium on my annual tax return. In a separate report, I am required to provide the National Bank of Belgium with the account details of any such foreign accounts.

CANADA

TERMS AND CONDITIONS

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


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In the event of termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of local labor laws or the terms of my employment agreement, if any), my right to participate in the Stock Purchase Plan, if any, will terminate effective as of the earliest of (i) the date that my employment with the Company or a Designated Subsidiary is terminated; (ii) the date that I receive written notice of termination of employment from the Employer, regardless of any notice period or period of pay in lieu of such notice required under any employment law in the country where I reside (including, but not limited to, statutory law, regulatory law and/or common law), even if such law is otherwise applicable to my employment benefits from the Employer; and (iii) the date that I am no longer actively employed by or actively providing services to the Company or a Designated Subsidiary; the Board shall have the exclusive discretion to determine when I am no longer actively providing services for purposes of my participation in the Stock Purchase Plan.

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

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

Les parties reconnaissent avoir expressement souhaité que la convention (“Subscription Agreement”), ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy.  The following provision supplements Paragraph 13 of the Subscription Agreement:

I hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Stock Purchase Plan. I further authorize the Company, the Employer, any Subsidiary and the Company’s designated broker/third party administrator for the Stock Purchase Plan (or such other stock plan service provider that may be selected by the Company to assist with the implementation, administration and management of the Stock Purchase Plan) to disclose and discuss such information with their advisors. I also authorize the Company, the Employer and/or any Subsidiary to record such information and to keep such information in my employment file.

NOTIFICATIONS

Securities Law Information. I am permitted to sell shares of Common Stock acquired through the Stock Purchase Plan through the designated broker appointed under the Stock Purchase Plan, if any (or any other broker acceptable to the Company), provided the resale of shares of Common Stock takes place outside of Canada through the facilities of a stock exchange on which the shares of Common Stock are listed. The shares of Common Stock are currently listed on the Nasdaq Global Select Market.

Foreign Assets/Account Reporting Information. Foreign property, including shares of Common Stock and rights to receive shares of Common Stock (e.g., options under the Plan), must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD100,000 at any time during the year. Thus, such options must be reported -

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generally at a nil cost - if the CAD100,000 cost threshold is exceeded because of other foreign property. When shares of Common Stock are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would ordinarily equal the fair market value of the shares of Common Stock at the time of purchase, but if other shares are also owned, this ACB may have to be averaged with the ACB of the other shares.

CHILE

TERMS AND CONDITIONS

Authorization for Stock Purchase Plan Participation. I hereby authorize the Employer or any Subsidiary to remit my accumulated payroll deductions under the Stock Purchase Plan, on my behalf, to the United States of America, to purchase shares of Common Stock.

I understand that I must execute the attached power of attorney and any other agreements or consents that may be required to enable the Employer, a Subsidiary, or any third party designated by the Employer or the Company, to remit my accumulated payroll deductions from Chile to purchase shares of Common Stock under the Stock Purchase Plan. I understand further that I must return the executed power of attorney to my local human resources representative; if I fail to do so, or if I fail to execute any other form of agreement or consent that is required for the remittance of my payroll deductions, I may not be able to participate in the Stock Purchase Plan.

NOTIFICATIONS

Exchange Control and Tax Reporting Information. I understand that it is my responsibility to comply with the exchange control and tax reporting requirements in Chile in connection with the shares of Common Stock acquired pursuant to the Stock Purchase Plan and that I should consult with my personal legal and tax advisors in this regard.

I am not required to repatriate funds obtained from the sale of shares of Common Stock to Chile. However, if I decide to repatriate such funds to Chile, I must do so through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) if the funds exceed US$10,000. If I do not repatriate the funds and use such funds for the payment of other obligations contemplated under a different Chapter of the Foreign Exchange Regulations, I must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within the first 10 days of the month immediately following the transaction.

If my aggregate investments held outside of Chile meet or exceed US$5,000,000 (including the investments made under the Stock Purchase Plan), I must report the status of such investments quarterly to the Central Bank, using Annex 3.1 of Chapter XII of the Foreign Exchange Regulations.

If I hold shares of Common Stock acquired under the Stock Purchase Plan outside of Chile, I must report the details of such investment and any taxes paid abroad (if I wish to receive credit against my Chilean income taxes for taxes paid abroad). The forms to be used are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement

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Regarding Investments Held Abroad.” If I am not a Chilean citizen and have been a resident in Chile for less than three years, I am exempt from the requirement to file Tax Form 1853. The forms must be submitted electronically through the Chilean Internal Revenue Service (the “CIRS”) website (www.sii.cl) before March 15 of each year.

I also understand that investments abroad must be registered with the CIRS for me to be entitled to a foreign tax credit for any tax withheld on dividends abroad, if applicable, and such registration also provides evidence of the price paid for the shares of Common Stock which I will need when the shares are sold.   It may also be possible for me to provide other evidence of the price paid for the shares and the number of shares purchased and sold; however, neither the Company nor its broker are under any obligation to provide me with such a report. 

Securities Law Information. The offer of the option constitutes a private offering in Chile effective as of the date of the offer of the option. The offer of the option is made subject to general ruling n° 336 of the Chilean Superintendence of Securities and Insurance (“SVS”).  The offer refers to securities not registered at the securities registry or at the foreign securities registry of the SVS, and, therefore, such securities are not subject to oversight of the SVS.  Given that the option is not registered in Chile, the Company is not required to provide public information about the option or the shares of Common Stock in Chile. Unless the option and/or the shares of Common Stock are registered with the SVS, a public offering of such securities cannot be made in Chile.
Información bajo la Ley de Mercado de Valores: La presente opción contituye una oferta privada en Chile y se inicia en la Fecha de Inscripción. Esta opción se acoge a las disposiciones de la Norma de Carácter General Nº 336 de la Superintendencia de Valores y Seguros de Chile (“SVS”).  Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la SVS, por lo que tales valores no están sujetos a la fiscalización de ésta. Por tratarse esta opción de una oferta de valores no inscritos en Chile, no existe la obligación por parte de la Compañía de entregar en Chile información pública respecto de la opción o de sus Acciones. Estos valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.




[Power of Attorney follows on accompanying page]

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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

POWER OF ATTORNEY
FOR EMPLOYEES IN CHILE

KNOW ALL MEN BY THESE PRESENTS:

That _____________________________________, an employee working for ______________________________ (insert name of employer), a corporation duly organized and existing under the laws of Chile, does hereby appoint as attorney-in-fact, _____________________ (insert name of employer), through its duly appointed representative, with full power and authority to do the following:

1.
To prepare, execute and file any report, application and/or any other documents required for implementation of the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”) in Chile;

2.
To take any action that may be necessary or appropriate to implement the Stock Purchase Plan with the competent Chilean authorities, including, without limitation, to transfer my payroll deductions out of Chile to purchase shares of Common Stock under the Stock Purchase Plan; and

3.
To constitute and appoint, in its place and stead, and as its substitute, one or more representatives, with power of revocation.

I hereby ratify and confirm as my own act and deed all that such representative may do or cause to be done by virtue of this instrument.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed in my name this

____ day of     ____________________________,    ____________.
(Month)                 (Year)



By:    _______________________________________
(Signature)


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CZECH REPUBLIC

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

Authorization for Payroll Deductions. I understand that, in addition to other procedures for enrolling in the Stock Purchase Plan, I may be required to execute a separate agreement regarding payroll deductions and submit it to my local payroll representative in order to participate in the Stock Purchase Plan.  I agree to execute any other agreements or consents that may be required by the Employer or the Company with respect to payroll deductions under the Stock Purchase Plan.  I understand that if I fail to execute any other form of agreement or consent that is required with respect to payroll deductions under the Stock Purchase Plan, I may not be able to participate in the Stock Purchase Plan.

NOTIFICATIONS

Exchange Control Information.  Upon request of the Czech National Bank (the “CNB”), I may need to report the following to the CNB: foreign direct investments, financial credits from abroad, investment in foreign securities and associated collection and payments (shares of Common Stock and proceeds from the sale of shares of Common Stock may be included in this reporting requirement). I may need to report the following even in the absence of a request from the CNB: foreign direct investments with a value of CZK 2,500,000 or more in the aggregate or other foreign financial assets with a value of CZK 200,000,000 or more. I am solely responsible for complying with applicable Czech exchange control laws.

FINLAND

TERMS AND CONDITIONS

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

FRANCE

TERMS AND CONDITIONS

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

Payroll Deduction Authorization. This provision translates Section 2 of the Subscription Agreement:


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

J’autorise par les présentes les prélèvements, sur chacun de mes salaires, d’un montant de _____% (10% maximum) de ma Rémunération lors de chaque jour de paie pendant la Période d’Offre conformément au Stock Purchase Plan.

If I am enrolling in the Stock Purchase Plan through the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, then by such enrollment and by making my online enrollment elections, I authorize payroll deductions from each paycheck in the amount of the elected percentage (not to exceed 10%) of my Compensation on each payday during the Offering Period in accordance with the Stock Purchase Plan.

Si je participe en ligne au Stock Purchase Plan par le biais de la procédure de participation en ligne que la Société a mise en oeuvre avec un administrateur ou un courtier pour le Stock Purchase Plan, par une telle participation et par cette décisions de participation en ligne, j’autorise par les présentes les prélèvements, sur chacun de mes salaires, le chiffre du pourcentage choisi % (10% maximum) de ma Rémunération lors de chaque jour de paie pendant la Période d’Offre conformément au Stock Purchase Plan.

Language Consent.  By enrolling in the Stock Purchase Plan, either by signing the Subscription Agreement or by using the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, I agree to be bound by, and understand that my participation in the Stock Purchase Plan is in all respects subject to, the terms of the Stock Purchase Plan and this Subscription Agreement.  I confirm having read and understood the documents relating to the Stock Purchase Plan (the Stock Purchase Plan and this Subscription Agreement) which were provided to me in the English language.  I accept the terms of those documents accordingly.
En acceptant de participer au Stock Purchase Plan, soit en signant le formulaire de participation soit en utilisant la méthode de la participation en ligne par le biais de la procédure de participation en ligne que la Société a mise en oeuvre avec un administrateur ou un courtier pour le Stock Purchase Plan, j’accepte être lié et je comprends que ma participation est telle que décrite dans le Stock Purchase Plan et le formulaire de participation. Je confirme avoir lu et compris les documents relatifs au Stock Purchase Plan (le Plan et cet formulaire de participation) qui ont été communiqués en langue anglaise. J’accepte les termes de ces documents en connaissance de cause.

NOTIFICATIONS

Foreign Asset/Account Reporting Information. If I hold securities (including shares of Common Stock purchased under the Stock Purchase Plan) or maintain a foreign bank account, I am required to report the maintenance of such to the French tax authorities when filing my annual tax return.


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GERMANY

TERMS AND CONDITIONS

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

NOTIFICATIONS

Exchange Control Information.  Cross-border payments in excess of €12,500 must be reported electronically to the German Federal Bank. The online filing portal can be accessed at www.bundesbank.de. I understand that it is my responsibility to comply with this reporting obligation and that I should consult with my personal tax advisor in this regard.

HONG KONG

NOTIFICATIONS

Securities Law Information. Warning: The option and any shares of Common Stock to be issued upon exercise of the option do not constitute a public offering of securities under Hong Kong law and are available only to eligible Employees of the Company or its Subsidiaries. The Subscription Agreement, including this Appendix, the Stock Purchase Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Subscription Agreement and any related documentation are intended only for the personal use of each eligible Employee of the Company or its Subsidiaries and may not be distributed to any other person. I understand that I am advised to exercise caution in relation to the option. If I am in any doubt about any of the contents of the Subscription Agreement, including this Appendix, or the Stock Purchase Plan, I understand that I should obtain independent professional advice.

HUNGARY

TERMS AND CONDITIONS

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

Authorization for Payroll Deductions. I understand that, in addition to other procedures for enrolling in the Stock Purchase Plan, I may be required to execute a separate consent for payroll deductions and submit it to my local payroll representative in order to participate in the Stock Purchase Plan.  I agree to execute any other agreements or consents that may be required by the Employer or the Company with respect to payroll deductions under the Stock Purchase Plan.  I understand that if I fail to execute any other form of agreement or consent that is required with respect to payroll deductions under the Stock Purchase Plan, I may not be able to participate in the Stock Purchase Plan.

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INDIA

NOTIFICATIONS

Exchange Control Information.  I understand that proceeds from the sale of shares of Common Stock must be repatriated to India within ninety (90) days of receipt. I also understand that I should obtain a foreign inward remittance certificate (“FIRC”) from the bank where I deposit foreign currency and maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Information. I understand that I am required to declare foreign bank accounts and any foreign financial assets (including shares of Common Stock held outside India) in my annual tax return. I understand that it is my responsibility to comply with this reporting obligation and that I should consult with my personal tax advisor in this regard.

IRELAND

TERMS AND CONDITIONS

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

NOTIFICATIONS

Director Notification Information. If I am a director, shadow director or secretary of the Company’s Irish Subsidiary, I must notify the Irish Subsidiary in writing within five business days of receiving or disposing of an interest in the Company (e.g., options, shares of Common Stock, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director, shadow director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to me if I am a director, shadow director or secretary).

There are pending changes to this notification requirement which, if implemented, will limit this notification requirement to interests exceeding 1% of the Company. I understand that I should consult my personal legal advisor as to whether or not this notification requirement applies to me.

JAPAN

NOTIFICATIONS

Foreign Asset/Account Reporting Information. I understand that I will be required to report details of any assets held outside of Japan as of December 31st (including any shares of Common Stock acquired under the Stock Purchase Plan) to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15th each year. I understand that I should consult with

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my personal tax advisor as to whether the reporting obligation applies to me and whether I will be required to report details of any outstanding options under the Stock Purchase Plan, shares of Common Stock and/or cash held by me in the report.

KENYA

There are no country-specific terms and conditions.

KOREA

TERMS AND CONDITIONS

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

NOTIFICATIONS

Exchange Control Information. I acknowledge if I am a Korean resident and I receive US$500,000 or more in a single transaction from the sale of shares of Common Stock, Korean exchange control laws require that I repatriate the proceeds to Korea within 18 months of the date of sale.

Foreign Assets/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts) based in foreign countries that have not entered into an “inter-governmental agreement for automatic exchange of tax information” with Korea to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency). I understand that I should consult with my personal tax advisor for additional information about this reporting obligation, including whether or not there is an applicable inter-governmental agreement between Korea and the U.S. (or any other country where I may hold any shares of Common Stock or cash acquired in connection with the Stock Purchase Plan).

MEXICO

TERMS AND CONDITIONS

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

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and/or benefits provided by Trimble-Mexico and any modification of the Stock Purchase Plan or its termination shall not constitute a change or impairment of the terms and conditions of my employment.

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

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

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

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

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

NETHERLANDS

TERMS AND CONDITIONS

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


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NEW ZEALAND

TERMS AND CONDITIONS

Securities Law Information. I understand that I am being offered an opportunity to participate in the Stock Purchase Plan and that, in compliance with New Zealand Securities Law, I am hereby notified that the materials listed below are available for my review at the web addresses listed below:

1.The Trimble Navigation Limited most recent Annual Report on Form 10-K - Trimble Form 10-K 2014

2.The Trimble Navigation Limited most recent Quarterly Report on Form 10-Q - Trimble 3rd Qtr Form 10-Q

3.The Trimble Navigation Limited most recent published financial statement - Trimble recent published financial statements

4.The Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan - Trimble Employee Stock Purchase Plan as amended July 30 2012

5.The Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan Prospectus Trimble Employee Stock Purchase Plan Prospectus July 30 2012

6.The Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan Global Subscription Agreement – Trimble Employee Stock Purchase Plan Global Agreement

A copy of the above materials will be provided to me free of charge upon request to Trimble Navigation Ltd., Stock Administration Office, 935 Stewart Drive, Sunnyvale, California 94085, U.S.A.

When reading these materials, I understand that all references to the Option Price are listed in U.S. dollars.   I understand that I should read the materials carefully before making a decision whether to participate in the Stock Purchase Plan and that I should consult with my personal tax advisor for specific information concerning my personal tax situation with regard to participation in the Stock Purchase Plan.


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NORWAY

TERMS AND CONDITIONS

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

POLAND

TERMS AND CONDITIONS

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

Authorization for Payroll Deductions. I understand that, in addition to other procedures for enrolling in the Stock Purchase Plan, I may be required to execute a separate consent for payroll deductions and submit it to my local payroll representative in order to participate in the Stock Purchase Plan.  I agree to execute any other agreements or consents that may be required by the Employer or the Company with respect to payroll deductions under the Stock Purchase Plan.  I understand that if I fail to execute any other form of agreement or consent that is required with respect to payroll deductions under the Stock Purchase Plan, I may not be able to participate in the Stock Purchase Plan.

NOTIFICATIONS

Exchange Control Information. If I hold shares of Common Stock acquired under the Stock Purchase Plan and/or maintain a bank account abroad, I must report information to the National Bank of Poland if the total value of securities and cash in such foreign accounts exceeds PLN 7 million. The reports must be filed on a quarterly basis on special forms available on the website of the National Bank of Poland. Additionally, if I transfer funds into or out of Poland in excess of €15,000, the transfer must be made via a bank account held at a bank in Poland, and I must maintain the documents connected with the transfer for a period of five (5) years, as measured from the end of the year in which such transaction occurred.

SINGAPORE

NOTIFICATIONS

Securities Law Information.  The grant of the option under the Stock Purchase Plan is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Stock Purchase Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Stock Purchase Plan is subject to section 257 of the SFA and I will not be able to make (a) any subsequent sale of the shares of Common Stock in Singapore or (b) any offer of such subsequent sale of the shares of Common Stock subject to the option in Singapore, unless such sale or offer is made (i) after 6 months from the offer of the option or

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(ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Information. If I am the Chief Executive Officer (“CEO”) or a director, associate director or shadow director of a Singapore Subsidiary, I am subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore Subsidiary in writing of an interest (e.g., options, shares of Common Stock, etc.) in the Company or any Subsidiary or other related companies within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when shares acquired under the Stock Purchase Plan are sold), or (iii) becoming the CEO, a director, associate director or shadow director if such an interest exists at the time.

SPAIN

TERMS AND CONDITIONS

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

Nature of Grant. The following provisions supplement Paragraph 10 of the Subscription Agreement:

By signing the Subscription Agreement, I consent to participation in the Stock Purchase Plan and acknowledge that I have received a copy of the Stock Purchase Plan.

I understand that the Company has unilaterally, gratuitously and in its own discretion decided to offer the opportunity to participate in the Stock Purchase Plan to Employees in certain countries around the world. This is a limited decision that is entered into upon the express assumption and condition that such offer will not bind the Company or any Subsidiary, other than as set forth in the Subscription Agreement. Consequently, I understand that the offer to participate in the Stock Purchase Plan is extended on the assumption and condition that my participation and/or any shares of Common Stock acquired under the Stock Purchase Plan are not part of any employment contract (either with the Employer, the Company, or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation), or any right whatsoever. Furthermore, I understand that I shall not be entitled to continue participating in the Stock Purchase Plan once my status as an Employee terminates for any reason, including, without limitation, retirement, death, or a termination that is deemed to be an “unfair dismissal” or “constructive dismissal,” as set forth in Section 10(b) of the Stock Purchase Plan. In addition, I understand that the offer to participate in the Stock Purchase Plan would not have been made to me but for the assumptions and conditions referred to above; thus, I acknowledge and freely accept that, should any or all of the assumptions be mistaken, or should any of the conditions not be met, for any reason, any offer or right to participate in the Stock Purchase Plan shall be null and void.

NOTIFICATIONS


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Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the Stock Purchase Plan or the shares of Common Stock acquired pursuant thereto. The Subscription Agreement (including this Appendix) has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and it does not constitute a public offering prospectus.

Exchange Control Information. I must declare the acquisition, ownership and sale of shares of Common Stock to the Spanish Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministry of Economy and Competitiveness.  Generally, the declaration must be made in January for shares of Common Stock owned as of December 31 of the prior year on a Form D-6; however, if the value of shares of Common Stock acquired or sold exceeds €1,502,530 (or if I hold 10% or more of the share capital of the Company), the declaration must be filed also within one month of the acquisition or sale, as applicable.

In addition, I may be required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of Common Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments of shares of Common Stock made to me pursuant to the Plan) depending on the balances in such accounts together with the value of such instruments as of December 31 of the relevant year, or the volume of transactions with non-Spanish residents during the relevant year.

Foreign Asset/Account Reporting Information. To the extent that I hold rights or assets (e.g., cash or shares of Common Stock held in a bank or brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset as of December 31 each year (or at any time during the year in which I sell or dispose of such right or asset), I am required to report information on such rights and assets on my tax return for such year. After such rights or assets are initially reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000.

I understand that it is my responsibility to comply with these reporting obligations and that I should consult with my personal tax advisor in this regard.

SWEDEN

TERMS AND CONDITIONS

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

SWITZERLAND

NOTIFICATIONS

Securities Law Information. The offer to participate in the Stock Purchase Plan and the issuance of any shares of Common Stock is not intended to be a public offering in Switzerland. Neither this

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document nor any other materials relating to the option constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the option may be publicly distributed nor otherwise made publicly available in Switzerland.


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TAIWAN

NOTIFICATIONS

Exchange Control Information. I understand that I may acquire foreign currency (including proceeds from the sale of shares) up to US$5,000,000 per year without justification. If the transaction amount is TWD500,000 or more in a single transaction, I will be required to submit a Foreign Exchange Transaction Form to the bank. If the transaction amount is US$500,000 or more in a single transaction, I may also be required to provide supporting documentation to the satisfaction of the bank.

UNITED ARAB EMIRATES

NOTIFICATIONS

Securities Law Information. Participation in the Stock Purchase Plan is being offered only to eligible Employees and is in the nature of providing equity incentives to Employees in the United Arab Emirates. The Stock Purchase Plan and the Subscription Agreement are intended for distribution only to such Employees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If I do not understand the contents of the Stock Purchase Plan and this Subscription Agreement, I should consult an authorized financial adviser.

The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Stock Purchase Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Stock Purchase Plan or the Subscription Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

TERMS AND CONDITIONS

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

Responsibility for Taxes.  The following provision supplements Paragraph 9 of the Subscription Agreement:

I agree that, if I do not pay or the Company or the Employer does not withhold from me, the full amount of income tax that I owe in connection with the option within 90 days of the end of the U.K. tax year in which the event giving rise to the income tax liability occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax may constitute a loan owed by me to the Company and/or the Employer, effective on the Due Date. I agree that the loan will bear interest at the then-current official HMRC

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rate, it will be immediately due and repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Paragraph 9 of the Subscription Agreement.

Notwithstanding the foregoing, if I am an executive officer or director within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended, the terms of the immediately foregoing provision will not apply. In the event that I am an executive officer or director and the income tax is not collected or paid by me by the Due Date, the amount of any uncollected income tax may constitute a benefit to me on which additional income tax and National Insurance contributions (“NICs”) may be payable. I acknowledge that I will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as applicable) for the value of any employee NICs due on this additional benefit.

Joint Election. As a condition of participation in the Stock Purchase Plan and the purchase of shares of Common Stock, I agree to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with the option and any event giving rise to Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, I agree to execute a joint election with the Company, the form of such joint election having been approved formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to me. I further agree to execute such other joint elections as may be required between me and any successor to the Company or the Employer. I further agree that the Company or the Employer may collect the Employer NICs from me by any of the means set forth in Paragraph 9 of the Subscription Agreement.

If I do not enter into a Joint Election prior to the Exercise Date or if approval of the Joint Election has been withdrawn by HMRC, I will not be entitled to purchase shares of Common Stock or receive any benefit under the Stock Purchase Plan, without any liability to the Company or the Employer.




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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

Important Note on the Joint Election to Transfer
Employer National Insurance Contributions
As a condition of participation in the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”) and the exercise of any option that may be granted to me by Trimble Navigation Limited (the “Company”), I am required to enter into a joint election to transfer to me any liability for employer secondary Class 1 National Insurance contributions (the “Employer’s Liability”) that may arise in connection with any option granted to me by the Company under the Stock Purchase Plan (the “Joint Election”).
If I do not agree to enter into the Joint Election, any grant of an option will be worthless as I will not receive any benefit in connection with the option.
By entering into the Joint Election:
•I agree that any Employer’s Liability that may arise in connection with or pursuant to the option (and the acquisition of shares of Common Stock) or other taxable events in connection with the option will be transferred to me; and
•I authorise the Company and/or the Employer to recover an amount sufficient to cover this liability by any of the means set forth in the Subscription Agreement and/or the Joint Election.
•I acknowledge that even if I have electronically entered into the Joint Election by enrolling in the Stock Purchase Plan through the Company’s online acceptance procedures, the Company or the Employer may still require me to sign a paper copy of this Joint Election (or a substantially similar form) if the Company determines such is necessary to give effect to the Joint Election.
By enrolling in the Stock Purchase Plan by using the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan
(or by signing the Joint Election, if applicable),
I am agreeing to be bound by the terms of the Joint Election.


Please read the terms of the Joint Election carefully before
enrolling in the Stock Purchase Plan and accepting the terms of
the Subscription Agreement and the Joint Election.


Please keep a copy of the Joint Election for your records.

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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
Election To Transfer the Employer’s National Insurance Liability to the Employee
This Election is between:
A.
The individual who has obtained authorised access to this Joint Election (the “Employee”), who is employed by one of the employing companies listed in the attached schedule (the “Employer”) and who is eligible to receive options pursuant to the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”), and
B.
Trimble Navigation Limited, at 935 Stewart Drive, Sunnyvale, California 94085, U.S.A. (the “Company”), which may grant options under the Stock Purchase Plan and is entering into this Joint Election on behalf of the Employer.

1.Introduction

1.1
This Joint Election relates to any option granted to the Employee under the Stock Purchase Plan on or after January 1, 2013 up to the termination date of the Stock Purchase Plan.

1.2
In this Joint Election the following words and phrases have the following meanings:

(a)
“Chargeable Event” means, in relation to the Stock Purchase Plan:

(i)
the acquisition of securities pursuant to options (within section 477(3)(a) of ITEPA);

(ii)
the assignment (if applicable) or release of options in return for consideration (within section 477(3)(b) of ITEPA);

(iii)
the receipt of a benefit in connection with the options, other than a benefit within (i) or (ii) above (within section 477(3)(c) of ITEPA);

(iv)
post-acquisition charges relating to the options and/or shares acquired pursuant to the options (within section 427 of ITEPA); and/or

(v)
post-acquisition charges relating to the options and/or shares acquired pursuant to the options (within section 439 of ITEPA).

(b)    “ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.

(c)    “SSCBA” means the Social Security Contributions and Benefits Act 1992.

1.3
This Joint Election relates to the employer’s secondary Class 1 National Insurance contributions (the “Employer’s Liability”) which may arise on the occurrence of a Chargeable Event in respect of the options pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA.


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1.4
This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.

1.5
This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment income: securities with artificially depressed market value).

2.    The Election
The Employee and the Company jointly elect that the entire liability of the Employer to pay the Employer’s Liability on the Chargeable Event is hereby transferred to the Employee. The Employee understands that by signing the Joint Election or by enrolling in the Stock Purchase Plan by using the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, he or she will become personally liable for the Employer’s Liability covered by this Joint Election. This Joint Election is made in accordance with paragraph 3B(1) of Schedule 1 to SSCBA.
3.    Payment of the Employer’s Liability

3.1
The Employee hereby authorises the Company and/or the Employer to collect the Employer’s Liability from the Employee at any time after the Chargeable Event:

(i)
by deduction from salary or any other payment payable to the Employee at any time on or after the date of the Chargeable Event; and/or

(ii)
directly from the Employee by payment in cash or cleared funds; and/or

(iii)
by arranging, on behalf of the Employee, for the sale of some of the securities which the Employee is entitled to receive pursuant to the options; and/or

(iv)
through any other method as set forth in the applicable Subscription Agreement entered into between the Employee and the Company.

3.2
The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities to the Employee in respect of the options until full payment of the Employer’s Liability is received.

3.3
The Company agrees to remit the Employer’s Liability to Her Majesty’s Revenue & Customs (“HMRC”) on behalf of the Employee within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days if payments are made electronically).

4.    Duration of Election

4.1
The Employee and the Company agree to be bound by the terms of this Joint Election regardless of whether the Employee is transferred abroad or is not employed by the Employer on the date on which the Employer’s Liability becomes due.

4.2
This Election will continue in effect until the earliest of the following:

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(i)
the Employee and the Company agree in writing that it should cease to have effect;

(ii)
on the date the Company serves written notice on the Employee terminating its effect;

(iii)
on the date HMRC withdraws approval of this Joint Election; or

(iv)
after due payment of the Employer’s Liability in respect of the Stock Purchase Plan to which this Joint Election relates or could relate, such that the Election ceases to have effect in accordance with its terms.

Acceptance by the Employee
The Employee acknowledges that by signing the Joint Election below or by enrolling in the Stock Purchase Plan by using the Company’s online enrollment procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, the Employee agrees to be bound by the terms of this Joint Election.
_____________________________
Signature
_____________________________
Employee Name
_____________________________
Date]
Acceptance by the Company
The Company acknowledges that, by arranging for the scanned signature of an authorised representative to appear on this Joint Election, the Company agrees to be bound by the terms of this Joint Election.
Signed for and on behalf of the Company    
[please insert electronic signature]
[please insert title]
[please insert date]


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SCHEDULE OF EMPLOYER COMPANIES

The following are employer companies to which this Joint Election may apply:

ALK Technologies Limited

Registered Office:
Baird House
15-17 St Cross Street
London, EC1N 8UW
Company Registration Number:
4,735,063
Corporation Tax District:
 
Corporation Tax Reference:
204 52184 23681
PAYE Reference:
073/JZ45398


Amtech Group Limited

Registered Office:
Bank House
171 Midsummer Boulevard
Milton Keynes, MK9 1EB
Company Registration Number:
5801504
Corporation Tax District:
 
Corporation Tax Reference:
[insert]
PAYE Reference:
362/YZ90419


Tekla UK Limited

Registered Office:
Tekla House
Cliffe Park Way
Morely, Leeds, West Yorkshire LS27 0RY
Company Registration Number:
3753064
Corporation Tax District:
 
Corporation Tax Reference:
36670 28216
PAYE Reference:
567/D6523


Trimble UK Limited


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Registered Office:
1 Bath Street
Ipswich, Suffolk 1P2 8SD
Company Registration Number:
4069823
Corporation Tax District:
 
Corporation Tax Reference:
346 14947 14009
PAYE Reference:
245 / VA37745


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UNITED STATES

TERMS AND CONDITIONS
Beneficiary Designation. In the event of my death, any payments and/or shares of Common Stock due under the Stock Purchase Plan shall be paid or issued to my designated beneficiary(ies) on file with the Company.

If I have submitted more than one beneficiary designation, whether submitted in hard copy or through the Company’s online procedures with the Company’s designated broker/third party administrator for the Stock Purchase Plan, I understand that the most recently submitted designation will control.

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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
GLOBAL PERFORMANCE STOCK UNIT
AWARD AGREEMENT
Unless otherwise defined herein, the capitalized terms used in this Performance Stock Unit Award Agreement shall have the same defined meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
Name:
Address:
You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Global Performance Stock Unit Award Agreement, including any special terms and conditions for your country in the appendix attached hereto (the “Appendix”, together with this Global Performance Stock Unit Award Agreement, the “Award Agreement”), as follows:
Target Number of Performance Stock Units Awarded     
The Performance Stock Units granted under this Award Agreement to Covered Employees are intended to constitute Qualified Performance-Based Compensation.
Vesting Schedule
Subject to the terms of the Plan and this Award Agreement, the Performance Stock Units granted under this Award Agreement vest (i) to the extent the Performance Goals (as set forth in Schedule A) applicable to the applicable Performance Period (as specified in Schedule A) are attained, as determined accordance with the paragraph below and (ii) as long as you continue to be a Service Provider, as further described in paragraph 11 of the “Nature of Award” section below, from the date of grant of the Performance Stock Units through the last date of the Performance Period.
As soon as reasonably practicable after the completion of the Performance Period, the Administrator shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Performance Stock Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Administrator, which shall be comprised of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Performance Stock Units that are eligible to vest shall be calculated. In the case of Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the Administrator may not increase the number of Performance Stock Units that may be eligible to vest to a number that is greater than the number of Performance Stock Units determined in accordance

(Employees)

with the foregoing sentence. For Performance Stock Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goal may not be adjusted except as specified in the attached Schedule A in accordance with the requirements of Code Section 162(m). For Performance Stock Units that are not intended to constitute Qualified Performance-Based Compensation, the Administrator may make such adjustment to the Performance Goal as the Administrator in its sole discretion deems appropriate.
Anything in the foregoing to the contrary notwithstanding, in the event that you cease to be a Service Provider as a result of your death, you shall vest in a number of Performance Stock Units equal to the number of Performance Stock Units that would have become eligible to vest over the succeeding twenty-four (24) month period (i.e., if the last day of the Performance Period falls within the twenty-four (24) month period following your death), provided that determination of the attainment of the Performance Goals shall be measured based on a shortened Performance Period that ends on the date of your death.
Anything in the foregoing to the contrary notwithstanding, in the event of a Change in Control prior to the end of the Performance Period, (i) the Performance Period shall be shortened to end on a date preceding the consummation of the Change in Control to be selected by the Administrator, (ii) a pro rata number of Performance Stock Units shall vest immediately prior to the Change in Control equal to the product of the number of Performance Stock Units that become eligible to vest based on the attainment level of the Performance Goals calculated as of the last day of the shortened Performance Period, multiplied by a fraction, the numerator of which is the number of days between the date of grant of the Performance Stock Units and the date of the Change in Control] and the denominator of which shall be the number of days in the Performance Period (the “Pro Rata Portion”), rounded up to the nearest whole number of Performance Stock Units, and (iii) a number of Performance Stock Units equal to the difference between the number of Performance Stock Units that became eligible to vest based on attainment of the Performance Goals and the Pro Rata Portion shall vest on the last day of the Performance Period, as long as you continue to be a Service Provider, as further described in paragraph 11 of the “Nature of Award” section below, through the last date of the Performance Period (the “Time-Based RSUs”). For the avoidance of any doubt, the Time-Based RSUs shall be subject to Section 14(c) of the Plan.
Settlement
For each vested Performance Stock Unit, you shall be entitled to receive (a) a number of whole Shares equal to the number of Performance Stock Units vesting on such vesting date, or (b) a cash payment equal to the product of the number of Performance Stock Units vesting on such vesting date and the Fair Market Value of one Share on such vesting date or (c) a combination of the foregoing. Such payment shall be made in the form of whole Shares, cash or a combination of the foregoing at the Company’s discretion under the terms of the Plan, on or as soon as practicable, but no later than 60 days, following the date of vesting.

2


Forfeiture
Except as provided above under the heading “Vesting Schedule,” upon the date that you cease to be a Service Provider for any reason, all unvested Performance Stock Units shall be forfeited. The date you cease to be a Service Provider for purposes of the Award will be the date described in paragraph (11) of the “Nature of Award” section below.
Tax Obligations
You acknowledge that, regardless of any action taken by the Company or, if different, your employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including, but not limited to, the grant, vesting or settlement of the Performance Stock Units, the issuance of Shares (or the cash equivalent) upon settlement of the Performance Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of this Award or any aspect of the Performance Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations with regard to Tax-Related Items by one or a combination of the following:
(a)withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or
(b)withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Performance Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent); or
(c)withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Performance Stock Units.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case you will receive a refund of

3


any over-withheld amount in cash and will have no entitlement to the equivalent in Shares. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
Finally, you agree to pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares (or the cash equivalent) or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.
Code Section 409A
The vesting and settlement of Performance Stock Units awarded pursuant to this Award Agreement are intended to qualify for the “short-term deferral” exemption from Section 409A of the Code. The Administrator reserves the right, to the extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Performance Stock Units qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Performance Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these Performance Stock Units.
Nature of Award
In accepting this Award, you acknowledge, understand and agree that:
(1)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
(2)this Award is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;
(3)all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company;
(4)this Award and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate, and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate your Service Provider relationship at any time;
(5)you are voluntarily participating in the Plan;

4


(6)the Performance Stock Units and the Shares subject to the Performance Stock Units are not intended to replace any pension rights or compensation;
(7)unless otherwise agreed with the Company, the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary or Affiliate of the Company;
(8)the Performance Stock Units and the Shares subject to the Performance Stock Units, and the income and value of same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(9)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(10)no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Stock Units resulting from termination of your relationship as a Service Provider and, in consideration of the Award to which you otherwise are not entitled, you irrevocably agree never to institute any claim against the Company, the Employer or any Subsidiary or Affiliate, waive your ability, if any, to bring any such claim, and release the Company, the Employer and any Subsidiary or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(11)for purposes of the Award, your relationship as a Service Provider will be considered terminated as of the date you are no longer actively providing services to the Company or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); unless otherwise expressly provided in this Award Agreement or determined by the Company, your right to vest in the Performance Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the period during which you are considered a Service Provider would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are engaged as a Service Provider or the terms of your employment or service agreement, if any); the Administrator shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be actively providing services while on a leave of absence); and
(12)neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the United States Dollar and your local currency (if different) that may affect the value of the Performance Stock Units or of any amounts due to you

5


pursuant to the settlement of the Performance Stock Units or the subsequent sale of any Shares acquired upon settlement.
No Advice Regarding Award
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
No Shareholder Rights Prior to Settlement
You shall have no rights of a shareholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to the terms of this Award Agreement.
Compliance with Law
Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon vesting of the Performance Stock Units unless the Shares subject to the Performance Stock Units are then registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not so registered, the Company has determined that such vesting and issuance would be exempt from the registration requirements of the Securities Act. Further, no Shares will be issued until completion of any other applicable registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of any applicable governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. By accepting the Performance Stock Units, you agree not to sell any of the Shares received under this Award at a time when Applicable Laws or Company policies prohibit a sale.
Clawback Provision
The Performance Stock Units and any financial gain thereof will be subject to recoupment in accordance with any clawback policy adopted by the Company, including any clawback policy that is required to be adopted pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws.
Insider Trading Restrictions / Market Abuse Laws
You acknowledge that, depending on your country of residence, you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares or rights to Shares (e.g., Performance Stock Units) under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country).  Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.  You

6


acknowledge that it is your responsibility to comply with any applicable restrictions and that you should speak to your personal legal advisor on this matter.
Data Privacy
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Performance Stock Unit Award materials ("Data") by and among, as applicable, the Employer, the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan.
You understand that the Company and the Employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Performance Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan.
You understand that Data will be transferred to the Company’s designated broker/third party administrator for the Plan, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that, if you reside outside the United States, you may request a list with the names and addresses of any potential recipients of Data by contacting your local human resources representative. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that, if you reside outside the United States, you may, at any time, view Data, request additional information about the storage and processing of Data, or require any necessary amendments to Data, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your status as a Service Provider and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to award you Performance Stock Units or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

7


Entire Agreement
The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company.
Governing Law/Venue
This Award of Performance Stock Units and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of California, U.S.A.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the State of California, U.S.A., and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, U.S.A., or the federal courts for the United States for the Northern District of California, and no other courts, where this Award is made and/or to be performed.
Language
If you have received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
Electronic Delivery and Participation
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Severability
The provisions of this Award Agreement (which includes the Appendix) are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Appendix
The Performance Stock Units shall be subject to any special terms and conditions for your country set forth in the Appendix. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to you, unless the Company determines that the application of such terms and conditions is not necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award Agreement.

8


Imposition of Other Requirements
The Company reserves the right to impose other requirements on your participation in the Plan, on the Performance Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Waiver
You acknowledge that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement or of any subsequent breach by you or any other participant in the Plan.

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

 
 
 
 
SERVICE PROVIDER:            
 
TRIMBLE NAVIGATION LIMITED:
 
 
 
 
 
Signature
 
By

 
 
 
 
 
 
 
 
 
Print Name
 
Print Name
 
 
 
 
 
 
 
 
 
Residence Address
 
Title

 



9



SCHEDULE A

1.    Target Number of Performance Stock Units (“Target Units”):

The actual number of Performance Stock Units that are eligible to vest in accordance with Vesting Schedule of the Agreement shall be based on the attainment level of the Performance Goals, in accordance with the following formula:

The product of the Target Units, multiplied by Vested Percentage (as set forth below).

2.    Performance Period: July 8, 2015 – March 31, 2018.

3.    Performance Goals:

The Vested Percentage of the Performance Stock Units shall be determined by the TSR Percentile Rank based on the comparison of the Total Shareholder Return (as defined below) of the Company for the Performance Period against the Total Shareholder Return for the Performance Period of all companies included in the S&P 500 at the beginning of the Performance Period (excluding those companies that are not members of the S&P 500 or any new companies that become members of the S&P 500 as of the end of the Performance Period.

“Total Shareholder Return” shall mean the quotient of (i) the Ending Stock Price of the applicable issuer’s shares at the end of the Performance Period minus the Beginning Stock Price of such issuer’s shares at the beginning of the Performance Period plus assumed reinvestment as of the ex-dividend date of ordinary and extraordinary cash dividends, if any, paid by such issuer during the Performance Period, divided by (ii) the Beginning Stock Price of such issuer’s Shares at the beginning of the Performance Period. TSR expressed as a formula shall be as follows:

TSR = (Ending Stock Price – Beginning Stock Price + Assumed Dividend Reinvestment) / Beginning Stock Price

The stock prices and cash dividend payments reflected in the calculation of Total Shareholder Return shall be adjusted to reflect stock splits during the Performance Period, and dividends shall be assumed to be reinvested in the relevant issuer’s shares for purposes of the calculation of Total Shareholder Return. Attainment among the TSR Percentile Ranking goals is subject to interpolation on a linear basis.


(Employees)

TSR Percentile Ranking
Vested Percentage
 
Maximum: 80th Percentile or higher
200%
 
Target: 50th Percentile or higher
100%
 
Threshold: 25th Percentile
50%
 
Below Threshold
0%
 

“Beginning Stock Price” shall mean the average of the closing prices of the applicable shares for the 30 trading days ending on the trading date immediately preceding the first day of the Performance Period.

“Ending Stock Price” shall mean the average of the closing price of the applicable stock for the 30 trading days up to and including the last day of the Performance Period.



11



Trimble Navigation Limited
Deferred Compensation Plan Master Plan Document


TABLE OF CONTENTS
Page
ARTICLE 1
Definitions    1
ARTICLE 2
Selection, Enrollment, Eligibility    7
2.1
Selection by Committee    7
2.2
Enrollment and Eligibility Requirements; Commencement of Participation    8
ARTICLE 3
Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts /Vesting/Crediting/Taxes    8
3.1
Minimum Deferrals    8
3.2
Maximum Deferral    8
3.3
Timing of Deferral Elections; Effect of Election Form    9
3.4
Withholding and Crediting of Annual Deferral Amounts    10
3.5
Company Contribution Amount    11
3.6
Vesting    11
3.7
Crediting/Debiting of Account Balances    11
3.8
FICA and Other Taxes    13
ARTICLE 4
Scheduled Distributions; Unforeseeable Emergencies    13
4.1
Scheduled Distributions    13
4.2
Other Benefits Take Precedence Over Scheduled Distributions    14
4.3
Unforeseeable Emergencies    14
ARTICLE 5
Change In Control Benefit    14
5.1
Change in Control Benefit    14
5.2
Payment of Change in Control Benefit    15
ARTICLE 6
Retirement Benefit    15
6.1
Retirement Benefit    15
6.2
Payment of Retirement Benefit    15
ARTICLE 7
Termination Benefit    16
7.1
Termination Benefit    16
7.2
Payment of Termination Benefit    16
ARTICLE 8
Disability Benefit    16
8.1
Disability Benefit    16
8.2
Payment of Disability Benefit    17
ARTICLE 9
Death Benefit    17
9.1
Death Benefit    17
9.2
Payment of Death Benefit    17
ARTICLE 10
Beneficiary Designation    17


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6560873-v10GESDMS
Trimble Navigation Limited
Deferred Compensation Plan Master Plan Document


10.1
Beneficiary    17
10.2
Beneficiary Designation; Change; Spousal Consent    17
10.3
Acknowledgement    17
10.4
No Beneficiary Designation    17
10.5
Doubt as to Beneficiary    17
10.6
Discharge of Obligations    18
ARTICLE 11
Leave of Absence    18
11.1
Paid Leave of Absence    18
11.2
Unpaid Leave of Absence    18
ARTICLE 12
Termination of Plan, Amendment or Modification    18
12.1
Termination of Plan    18
12.2
Amendment    19
12.3
Plan Agreement    19
12.4
Effect of Payment    19
ARTICLE 13
Administration    19
13.1
Committee Duties    19
13.2
Administration Upon Change In Control    19
13.3
Agents    20
13.4
Binding Effect of Decisions    20
13.5
Indemnity of Committee    20
13.6
Employer Information    20
ARTICLE 14
Other Benefits and Agreements    20
14.1
Coordination with Other Benefits    20
ARTICLE 15
Claims Procedures    21
15.1
Presentation of Claim    21
15.2
Notification of Decision    21
15.3
Review of a Denied Claim    21
15.4
Decision on Review    22
15.5
Legal Action    22
ARTICLE 16
Trust    22
16.1
Establishment of the Trust    22
16.2
Interrelationship of the Plan and the Trust    22
16.3
Distributions From the Trust    22
ARTICLE 17
Miscellaneous    22
17.1
Status of Plan    22
17.2
Unsecured General Creditor    23
17.3
Employer’s Liability    23
17.4
Nonassignability    23


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6560873-v10GESDMS
Trimble Navigation Limited
Deferred Compensation Plan Master Plan Document


17.5
Not a Contract of Employment    23
17.6
Furnishing Information    23
17.7
Terms    23
17.8
Captions    23
17.9
Governing Law    24
17.10
Notice    24
17.11
Successors    24
17.12
Spouse’s Interest    24
17.13
Validity    24
17.14
Incompetent    24
17.15
Domestic Relations Orders    24
17.16
Insurance    24
17.17
Distribution in the Event of Income Inclusion Under Code Section 409A    25
17.18
Deduction Limitation on Benefit Payments    25

TRIMBLE NAVIGATION LIMITED
DEFERRED COMPENSATION PLAN
Effective December 30, 2004
(as amended and restated November 6, 2015)

Purpose
The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Trimble Navigation Limited, a California corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.
The Plan is amended and restated, effective November 6, 2015. Except as otherwise provided below, effective December 30, 2004, the provisions of the Plan amended and restated the plan provisions of the Trimble Navigation Limited Nonqualified Deferred Compensation Plan, which was originally effective February 10, 1994, (“Nonqualified Deferred Compensation Plan”) with respect to all account balances credited to the Nonqualified Deferred Compensation Plan; provided, however, the provisions of this Plan are not intended to modify or affect the trust provisions that relate to such account balances. The Plan previously was amended and restated on December 30, 2004, on October 19, 2007, on October 25, 2010, and on May 9, 2014.
The Plan is intended to comply with all applicable law, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention.
ARTICLE 1    
Definitions
For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:
1.1
“Administrator” shall have the meaning ascribed to the term in Section 13.2
1.2
“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping


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6560873-v10GESDMS



entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
If a Participant is both an Employee and a Director and participates in the Plan in each capacity, then separate Account Balances (and separate Annual Accounts, if applicable) shall be established for such Participant as a device for the measurement and determination of the (a) amounts deferred under the Plan that are attributable to the Participant’s status as an Employee, and (b) amounts deferred under the Plan that are attributable to the Participant’s status as a Director.
1.3
“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to (a) the sum of the Participant’s Annual Deferral Amount and Company Contribution Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.
1.4
“Annual Deferral Amount” shall mean that portion of a Participant's Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.
1.5
“Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment.
1.6
“Base Salary” shall mean the cash compensation relating to services performed during any Plan Year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.
1.7
“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.
1.8
“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.


6560873-v10GESDMS    1



1.9
“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.
1.10
“Board” shall mean the board of directors of the Company.
1.11
“Bonus” shall mean any compensation, in addition to Base Salary, Commissions and LTIP Amounts, earned by a Participant under any Employer's bonus and cash incentive plans.
1.12
“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, as determined in accordance with this Section and Treas. Reg §1.409A-3(i)(5).
In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant’s Account Balance (or all corporations liable for payment if more than one), as identified by the Committee in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(3).
In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, the following provisions shall apply:
(a)
A “change in the ownership” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of such corporation.
(b)
A “change in the effective control” of the applicable corporation shall occur on either of the following dates:
(i)
The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the stock of a corporation, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of such corporation; or
(ii)
The date on which a majority of the members of the applicable corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such corporation’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with


6560873-v10GESDMS    2



Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder.
(c)
A “change in the ownership of a substantial portion of the assets” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).
1.13
“Change in Control Benefit” shall have the meaning ascribed to the term in Section 5.1.
1.14
“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
1.15
“Commissions” shall mean the cash commissions earned by a Participant during a Plan Year, as determined in accordance with Code Section 409A and related Treasury Regulations.
1.16
“Committee” shall mean the committee described in Article 13.
1.17
“Company” shall mean Trimble Navigation Limited, a California corporation, and any successor to all or substantially all of the Company’s assets or business.
1.18
“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.
1.19
“Director” shall mean a member of the Board.
1.20
“Director Fees” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.
1.21
“Disability” or “Disabled” shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.
1.22
“Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.
1.23
“Employee” shall mean a person who is an employee of an Employer.
1.24
“Employer(s)” shall mean the Company (a) and/or any of its Subsidiaries (now in existence or hereafter formed or acquired), (b) and/or any of its other subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.


6560873-v10GESDMS    3



1.25
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.
1.26
“401(k) Plan” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.
1.27
“LTIP Amounts” shall mean any portion of the compensation attributable to a Plan Year that is earned by a Participant under any Employer's long-term incentive plan or any other long-term incentive arrangement designated by the Committee.
1.28
“Participant” shall mean any Employee or Director (a) who is selected to participate in the Plan, (b) whose executed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, and (c) whose Plan Agreement has not terminated.
1.29
“Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).
1.30
“Plan” shall mean the Trimble Navigation Limited Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance.
1.31
“Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan.
1.32
“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.
1.33
“Pre-2014 Restatement Participant” shall mean a Participant who had commenced participation in the Plan prior to the 2014 Restatement Date and who continues to be eligible to elect an Annual Deferral Amount for Plan Years following the 2014 Restatement Date.
1.34
“Restatement Date” shall mean October 25, 2010.
1.35
“Retirement,” “Retire(s)” or “Retired” shall mean with respect to a Participant who is an Employee, a Separation from Service on or after the attainment of (a) age sixty-five (65) with five (5) Years of Service, or (b) age fifty-five (55) with ten (10) Years of Service; and shall mean with respect to a Participant who is a Director, a Separation from Service as a Director with the Company on or after the attainment of age seventy (70). If a Participant is both an Employee and a Director and participates in the Plan in each capacity, (a) the determination of whether the Participant qualifies for Retirement as an Employee shall be made when the Participant experiences a Separation from Service as an Employee and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of whether the Participant qualifies for Retirement as a Director shall be made at the time the Participant experiences a Separation from Service as a Director and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as a Director.
1.36
“Retirement Benefit” shall have the meaning ascribed to the term in Section 6.1.


6560873-v10GESDMS    4



1.37
“Separation from Service” shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:
(a)
For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).
If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.
(b)
For a Participant who provides services to an Employer as an independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer.
(c)
For a Participant who provides services to an Employer as both an Employee and an independent contractor, a Separation from Service generally shall not occur until the Participant has ceased providing services for such Employer as both as an Employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant either (i) ceases providing services for an Employer as an independent contractor and begins providing services for such Employer as an Employee, or (ii) ceases providing services for an Employer as an Employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for such Employer in both capacities, as determined in accordance with the applicable provisions set forth in parts (a) and (b) of this Section.
Notwithstanding the foregoing provisions in this part (c), if a Participant provides services for an Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be


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taken into account in determining whether the Participant has experienced a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account in determining whether the Participant has experienced a Separation from Service as a Director.
1.38
“Subsidiary” shall mean a wholly owned subsidiary of the Company.
1.39
“Trust” shall mean one or more trusts established by the Company in accordance with Article 16.
1.40
“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances.
1.41
“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of employment shall not be treated as a Year of Service.
1.42
“2014 Restatement Date” shall mean May 9, 2014.
1.43
“2015 Restatement Date” shall mean November 6, 2015.
1.44
“2015 Plan Year” shall mean the Plan Year commencing 2015.
ARTICLE 2
Selection, Enrollment, Eligibility
2.1
Selection by Committee.     Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.
2.2
Enrollment and Eligibility Requirements; Commencement of Participation.    
(a)
As a condition to participation, each Director or selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.
(b)
Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period.
(c)
If a Director or an Employee fails to meet all requirements established by the Committee within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.


6560873-v10GESDMS    6



ARTICLE 3    
Deferral Commitments/Company Contribution Amounts/
Vesting/Crediting/Taxes
3.1
Minimum Annual Deferral Amount.    
For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, LTIP Amounts and/or Director Fees, and, for any Plan Year commencing prior to the 2015 Restatement Date, Commissions, in the following minimum amounts for each deferral elected:

Deferral
Minimum Percentage
Base Salary
5%
Bonus
5%
Commissions
5%
LTIP Amounts
5%
Director Fees
5%


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3.2
Maximum Deferral.    
(a)
Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, LTIP Amounts and/or Director Fees, and, for any Plan Year commencing prior to the 2015 Restatement Date, Commissions, up to the following maximum percentages for each deferral elected:
Deferral
Maximum Percentage
Base Salary
90%
Bonus
100% (prior to the 2015 Restatement Date)
85% (following the 2015 Restatement Date)
Commissions
100%
LTIP Amounts
100% (prior to the 2015 Restatement Date)
85% (following the 2015 Restatement Date)
Director Fees
100%

(b)
Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.3 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary, Bonus, Commissions, LTIP Amounts or Director Fees that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.2(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.
3.3
Timing of Deferral Elections; Effect of Election Form.     
(a)
General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.3, in order for a Participant to make a valid election to defer Base Salary, Bonus, Commissions, Director Fees and/or LTIP Amounts, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31st preceding the Plan Year in which such compensation will be earned.
Any deferral election made in accordance with this Section 3.3(a) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with Section 3.3(c) below.


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(b)
Timing of Deferral Elections for Newly Eligible Plan Participants. A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(i) and (ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus, Commissions, Director Fees and/or LTIP Amounts attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan.
If a deferral election made in accordance with this Section 3.3(b) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.
Any deferral election made in accordance with this Section 3.3(b) shall become irrevocable no later than the 30th day after the date the Director or selected Employee becomes eligible to participate in the Plan.
(c)
Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the Committee may determine that an irrevocable initial deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the performance period.
In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.3(c), the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.3(c) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.
(d)
Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5).
Any deferral election(s) made in accordance with this Section 3.3(d) shall become irrevocable no later than the 30th day after the Participant obtains the legally binding right to the compensation subject to such deferral election(s).
3.4
Withholding and Crediting of Annual Deferral Amounts.     For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base


6560873-v10GESDMS    9



Salary. The Bonus, Commissions, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, Commissions, LTIP Amounts or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.
3.5
Company Contribution Amount    .
(a)
For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.
(b)
For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.5(b), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee.
(c)
If not otherwise specified in the Participant’s employment or other agreement entered into between the Participant and the Employer, the amount (or the method or formula for determining the amount) of a Participant’s Company Contribution Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.31, no later than the date on which such Company Contribution Amount is credited to the applicable Annual Account of the Participant.
3.6
Vesting    .
(a)
A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7.
(b)
A Participant shall be vested in his or her Company Contribution Account in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and his or her Employer. If not addressed in such agreements, the Company shall determine the vesting schedule for Company Contribution Amounts at the time such contribution is made to the Participant’s Company Contribution Account.
3.7
Crediting/Debiting of Account Balances.     In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules:
(a)
Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of


6560873-v10GESDMS    10



the first day of the first calendar quarter that begins at least 30 days after the day on which the Committee gives Participants advance written notice of such change.
(b)
Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.3 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement Funds elected in accordance with this Section 3.7(b) may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund.
(c)
Proportionate Allocation. In making any election described in Section 3.7(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.
(d)
Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.
(e)
No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.
3.8
FICA and Other Taxes    .
(a)
Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary, Bonus, Commissions and/or LTIP Amounts that is


6560873-v10GESDMS    11



not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.8.
(b)
Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Contribution Amounts, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary, Bonus, Commissions and/or LTIP Amounts that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such amounts. If necessary, the Committee may reduce the vested portion of the Participant’s Company Contribution Amount, as applicable, in order to comply with this Section 3.8.
(c)
Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.
ARTICLE 4    
Scheduled Distribution; Unforeseeable Emergencies
4.1
Scheduled Distributions.     In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive (i) in the case of Annual Deferral Amounts preceding the Restatement Date, all or a portion of such Annual Deferral Amount and (ii) in the case of Annual Deferral Amounts following the Restatement Date, all of such Annual Deferral Amounts, plus amounts credited or debited on that amount pursuant to Section 3.7, in the form of a lump sum payment, calculated as of the close of business on or around the Benefit Distribution Date designated by the Participant in accordance with this Section (a “Scheduled Distribution”). The Benefit Distribution Date for the amount subject to a Scheduled Distribution election shall be the first day of any Plan Year designated by the Participant, which may be the 5th, 10th, or 15th Plan Year after the end of the Plan Year to which the Participant’s deferral election relates, unless otherwise provided on an Election Form approved by the Committee.
Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a 30 day period commencing immediately after the Benefit Distribution Date. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts that are earned in the Plan Year commencing January 1, 2015, the earliest Benefit Distribution Date that may be designated by a Participant would be January 1, 2021, and the Scheduled Distribution would be paid out during the 30 day period commencing immediately after such Benefit Distribution Date.
4.2
Other Benefits Take Precedence Over Scheduled Distributions.     Should an event occur prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a benefit under Articles 5 through 9, as applicable, all amounts subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not in accordance with this Article 4.
4.3
Unforeseeable Emergencies.    
(a)
If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 9, as applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant's vested Account Balance, calculated as of the close of business on or around the Benefit Distribution Date for such


6560873-v10GESDMS    12



payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan.
If the Committee, in its sole discretion, approves a Participant’s petition for payout from the Plan, the Participant’s Benefit Distribution Date for such payout shall be the date on which such Committee approval occurs and such payout shall be distributed to the Participant in a lump sum no later than 30 days after such Benefit Distribution Date. In addition, in the event of such approval the Participant’s outstanding deferral elections under the Plan shall be cancelled.
(b)
A Participant’s deferral elections under this Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from an Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).
ARTICLE 5
Change in Control Benefit
5.1
Change in Control Benefit.    
(a)
Newly Eligible Participants. A Participant, in connection with his or her commencement of participation in the Plan, shall have an opportunity to irrevocably elect to receive his or her vested Account Balance in the form of a lump sum payment in the event that a Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the “Change in Control Benefit”).
(b)
Existing Participants as of 2014 Restatement Date. Notwithstanding anything to the contrary in Section 5.1(a) hereof, a Pre-2014 Restatement Participant shall have a one-time opportunity to irrevocably elect, prior to the deadline established by the Committee for deferrals relating to the 2015 Plan Year, a Change in Control Benefit (if the Pre-2014 Restatement Participant had not previously elected a Change in Control Benefit) or to revoke a Change in Control Benefit (if the Pre-2014 Restatement Participant had previously elected a Change in Control Benefit), in each case, with respect to Annual Accounts that accrue on and after the commencement of the 2015 Plan Year. For the avoidance of any doubt, the one-time election contemplated under the foregoing sentence shall replace and supersede any Change in Control Benefit election made with respect to a Pre-2014 Restatement Participant’s Annual Accounts that accrue on and after the commencement of the 2015 Plan Year, but the one-time election shall have no effect on a Pre-2014 Restatement Participant’s election made pursuant to Section 5.1(a) above with respect to Annual Accounts relating to Annual Deferral Amounts deferred prior to the commencement of the 2015 Plan Year.
(c)
Failure to Elect. If a Participant elects not to receive a Change in Control Benefit in Sections 5(a) and 5(b) above, or fails to make an election in connection with his or her commencement of participation in the Plan or pursuant to the one-time election opportunity provided under Section 5(b) above, the Participant’s Account Balance shall be paid in accordance with the other applicable provisions of the Plan.


6560873-v10GESDMS    13



(d)
Benefit Distribution Date. The Benefit Distribution Date for the Change in Control Benefit elected in Sections 5(a) and 5(b) above, if any, shall be the date on which the Change in Control occurs.
5.2
Payment of Change in Control Benefit.     The Change in Control Benefit, if any, shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than 30 days after the Participant’s Benefit Distribution Date.
ARTICLE 6    
Retirement Benefit
 
6.1
Retirement Benefit.     If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 6.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service.
6.2
Payment of Retirement Benefit.    
(a)
Elections Prior to Restatement Date. A Participant, in connection with his or her commencement of participation in the Plan prior to the Restatement Date, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years.
(b)
Elections Following Restatement Date and Prior to 2014 Restatement Date. In connection with his or her participation in the Plan following the Restatement Date but prior to the 2014 Restatement Date, a Participant, in connection with each election to defer an Annual Deferral Amount, shall elect on an Election Form to receive the portion of the Retirement Benefit relating to the applicable elected Annual Deferral Amounts that accrue in an Annual Account in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years.
(c)
Elections Following 2014 Restatement Date. A Participant, in connection with his or her commencement of participation in the Plan following the 2014 Restatement Date, shall elect on an Election Form to receive the Retirement Benefit in the form of a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years. Notwithstanding anything to the contrary in Section 6.2(b), a Pre-2014 Restatement Participant, in connection with his or her continuing participation in the Plan, shall elect on an Election Form, prior to the deadline established by the Committee for deferrals relating to the 2015 Plan Year, to receive the Retirement Benefit for all Annual Deferral Amounts that accrue in Annual Accounts on and after the commencement of the 2015 Plan Year in the form of a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15 years. For the avoidance of any doubt, the election contemplated under the foregoing sentence shall apply to a Participant’s Annual Accounts that accrue on and after the commencement of the 2015 Plan Year.
(d)
Failure to Elect. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such Participant shall be deemed to have elected to receive the Retirement Benefit as a lump sum.


6560873-v10GESDMS    14



(e)
Benefit Distribution Date. The lump sum payment shall be made, or installment payments shall commence, no later than 30 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 30 days after each anniversary of the Participant’s Benefit Distribution Date.
ARTICLE 7    
Termination Benefit
7.1
Termination Benefit.     If a Participant experiences a Separation from Service that does not qualify as a Retirement, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment (the “Termination Benefit”). A Participant’s Termination Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be the first day after the end of the 6-month period immediately following the date on which the Participant experiences such Separation from Service
7.2
Payment of Termination Benefit.     The Termination Benefit shall be paid to the Participant no later than 30 days after the Participant’s Benefit Distribution Date.
ARTICLE 8    
Disability Benefit
8.1
Disability Benefit.     If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles 5 through 7, as applicable, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment (the “Disability Benefit”). The Disability Benefit shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date for such benefit, which shall be the date on which the Participant becomes Disabled.
8.2
Payment of Disability Benefit.     The Disability Benefit shall be paid to the Participant no later than 30 days after the Participant’s Benefit Distribution Date.
ARTICLE 9    
Death Benefit
9.1
Death Benefit.     In the event of a Participant’s death prior to the complete distribution of his or her vested Account Balance, the Participant's Beneficiary(ies) shall receive the Participant's unpaid vested Account Balance in a lump sum payment (the “Death Benefit”). The Death Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death.
9.2
Payment of Death Benefit.     The Death Benefit shall be paid to the Participant’s Beneficiary(ies) no later than 30 days after the Participant’s Benefit Distribution Date.
ARTICLE 10    
Beneficiary Designation
10.1
Beneficiary.     Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.


6560873-v10GESDMS    15



10.2
Beneficiary Designation; Change; Spousal Consent.     A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant's spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.
10.3
Acknowledgment.     No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.
10.4
No Beneficiary Designation.     If a Participant fails to designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate.
10.5
Doubt as to Beneficiary.     If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction.
10.6
Discharge of Obligations.     The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits.
ARTICLE 11    
Leave of Absence
11.1
Paid Leave of Absence.     If a Participant is authorized by the Participant's Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, (a) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.3.
11.2
Unpaid Leave of Absence.     If a Participant is authorized by the Participant's Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.3 above.


6560873-v10GESDMS    16



ARTICLE 12    
Termination of Plan, Amendment or Modification
12.1
Termination of Plan.     Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected Participants and such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to credited or debited to such Participants’ Account Balances pursuant to Section 3.7. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).
12.2
Amendment.     Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant's vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 12.2 or Section 13.2 of the Plan shall be effective
12.3
Plan Agreement.     Despite the provisions of Sections 12.1, if a Participant's Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.
12.4
Effect of Payment.     The full payment of the Participant’s vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant's Plan Agreement shall terminate.
ARTICLE 13    
Administration
13.1
Committee Duties.     Except as otherwise provided in this Article 13, this Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board shall appoint. The members of the Committee need not be members of the Board and may be Participants under this Plan. The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and (b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.


6560873-v10GESDMS    17



13.2
Administration Upon Change In Control.     For purposes of this Plan, the Committee shall be the “Administrator” at all times prior to the occurrence of a Change in Control. Within one hundred and twenty (120) days following a Change in Control, an independent third party “Administrator” may be selected by the individual who, immediately prior to the Change in Control, was the Company’s Chief Executive Officer or, if not so identified, the Company’s highest ranking officer (the “Ex-CEO”). The Committee, as constituted prior to the Change in Control, shall continue to be the Administrator until the earlier of (i) the date on which such independent third party is selected and approved, or (ii) the expiration of the one hundred and twenty (120) day period following the Change in Control. If an independent third party is not selected within one hundred and twenty (120) days of such Change in Control, the Committee, as described in Section 13.1 above, shall be the Administrator. The Administrator shall continue to have the discretionary power to determine all questions arising in connection with the administration of the Plan and the interpretation of the Plan and Trust including, but not limited to benefit entitlement determinations; provided, however, upon and after the occurrence of a Change in Control, only the Trustee shall have the power to direct the investment of Plan or Trust assets or select any investment manager or custodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control, the Company must: (1) pay all reasonable administrative expenses and fees of the Administrator; (2) indemnify the Administrator against any costs, expenses and liabilities including, without limitation, attorney’s fees and expenses arising in connection with the performance of the Administrator hereunder, except with respect to matters resulting from the gross negligence or willful misconduct of the Administrator or its employees or agents; and (3) supply full and timely information to the Administrator on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the date and circumstances of the Retirement, Disability, death or Separation from Service of the Participants, and such other pertinent information as the Administrator may reasonably require. Upon and after a Change in Control, the Administrator may be terminated (and a replacement appointed) by the Trustee only with the approval of the Ex-CEO. Upon and after a Change in Control, the Administrator may not be terminated by the Company.
13.3
Agents.     In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel.
13.4
Binding Effect of Decisions.     The decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.
13.5
Indemnity of Committee.     All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.
13.6
Employer Information.     To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Separation from Service, Disability or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.


6560873-v10GESDMS    18



ARTICLE 14    
Other Benefits and Agreements
14.1
Coordination with Other Benefits.     The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.
ARTICLE 15    
Claims Procedures
15.1
Presentation of Claim.     Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.
15.2
Notification of Decision.     The Committee shall consider a Claimant's claim within a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing:
(a)
that the Claimant's requested determination has been made, and that the claim has been allowed in full; or
(b)
that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
(i)
the specific reason(s) for the denial of the claim, or any part of it;
(ii)
specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
(iii)
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;
(iv)
an explanation of the claim review procedure set forth in Section 15.3 below; and
(v)
a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
15.3
Review of a Denied Claim.     On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant's duly authorized representative):


6560873-v10GESDMS    19



(a)
may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;
(b)
may submit written comments or other documents; and/or
(c)
may request a hearing, which the Committee, in its sole discretion, may grant.
15.4
Decision on Review.     The Committee shall render its decision on review promptly, and no later than 60 days after the Committee receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60 day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:
(a)
specific reasons for the decision;
(b)
specific reference(s) to the pertinent Plan provisions upon which the decision was based;
(c)
a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and
(d)
a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).
15.5
Legal Action.     A Claimant's compliance with the foregoing provisions of this Article 15 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan.
ARTICLE 16    
Trust
16.1
Establishment of the Trust.     In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan (the “Trust”).
16.2
Interrelationship of the Plan and the Trust.     The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.
16.3
Distributions From the Trust.     Each Employer's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer's obligations under this Plan.


6560873-v10GESDMS    20



ARTICLE 17    
Miscellaneous
17.1
Status of Plan    . The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and related Treasury guidance and Regulations.
17.2
Unsecured General Creditor.     Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
17.3
Employer's Liability.     An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.
17.4
Nonassignability.     Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.
17.5
Not a Contract of Employment.     The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.
17.6
Furnishing Information.     A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.
17.7
Terms.     Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.
17.8
Captions.     The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.


6560873-v10GESDMS    21



17.9
Governing Law.     Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles.
17.10
Notice.     Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
Trimble Navigation Limited
Attn: General Counsel – Urgent Notice
935 Stewart Drive
Sunnyvale, California 94085
Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.
17.11
Successors.     The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer and its successors and assigns and the Participant and the Participant's designated Beneficiaries.
17.12
Spouse's Interest.     The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.
17.13
Validity.     In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
17.14
Incompetent.     If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.
17.15
Domestic Relations Orders.     If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to such spouse or former spouse.
17.16
Insurance    . The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as


6560873-v10GESDMS    22



may be required by the insurance company or companies to whom the Employers have applied for insurance.
17.17
Distribution in the Event of Income Inclusion Under Code Section 409A    . If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance.
17.18
Deduction Limitation on Benefit Payments    . If an Employer reasonably anticipates that the Employer’s deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.7. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m). In the event that such date is determined to be after a Participant’s Separation from Service, then to the extent deemed necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not made before the end of the six-month period following such Participant’s Separation from Service.

IN WITNESS WHEREOF, the Company has signed this Plan document as of ___________________, 2015.
“Company”
Trimble Navigation Limited,
a California corporation

By: __________________________________
Title: _________________________________




6560873-v10GESDMS    23




TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(as amended July 30, 2012)
The following constitute the provisions of the Employee Stock Purchase Plan of Trimble Navigation Limited.
1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended, although the Company makes no undertaking nor representation to maintain such qualification. In addition, this Plan document authorizes the grant of options under a non-423(b) component to the Plan which do not qualify under Section 423(b) of the Code pursuant to rules, procedures or sub-plans adopted by the Board (or a committee authorized by the Board) designed to achieve tax, securities law compliance or other Company objectives.
2. Definitions.
(a) “Board” shall mean the Board of Directors of the Company.
(b) “Brokerage Account” means the general securities brokerage account, or such other account or record determined appropriate by the Company, established and maintained for the Plan with any entity selected by the Company, in its discretion, to assist in the administration of, and purchase of shares under the Plan.
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(d) “Common Stock” shall mean the Common Stock of the Company.
(e) “Code Section 423(b) Plan Component” means the component of this Plan which is designed to meet the requirements set forth in Section 423(b) of the Code. The provisions of the Code Section 423(b) Plan Component shall be construed, administered and enforced in accordance with Section 423(b) of the Code.
(f) “Company” shall mean Trimble Navigation Limited.
(g) “Compensation” shall mean all regular straight time gross earnings, commissions, overtime, shift premium, lead pay and other similar compensation, but excluding bonuses resulting from any profit sharing plans, automobile allowances, relocation and other non-cash compensation. Unless determined otherwise by the Board (or a committee authorized by the Board), “Compensation” shall not include incentive bonuses.
(h) “Continuous Status as an Employee” shall mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, or one of its Subsidiaries, provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.
(i) “Designated Subsidiaries” shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. The Board (or a committee

1



authorized by the Board) will determine whether employees of any Designated Subsidiary shall participate in the Code Section 423(b) Plan Component or in any separate offering thereunder, or the Non-423(b) Plan Component.
(j) “Employee” shall mean any person, including an officer, who is an employee of the Company or a Designated Subsidiary. The Board (or a committee authorized by the Board) shall have the discretion to limit offerings under the Plan to employees of the Company or a Designated Subsidiary whose customary employment with the Company or a Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year, provided that these eligibility requirements are applied uniformly to employees offered participation in the Code Section 423(b) Plan Component of the Plan or in any separate offering thereunder.
(k) “Enrollment Date” shall mean the first day of each Offering Period.
(l) “Exercise Date” shall mean the last day of each Offering Period.
(m) “Maximum Offering” shall mean, with respect to some or all participants in the Non-423(b) Plan Component, a maximum number or value of shares of the Common Stock made available for purchase in a specified period (e.g., a 12-month period) in specified countries, locations or to Employees of specified Designated Subsidiaries. Such maximum shall be determined by the Board (or a committee authorized by the Board) in such a manner as to avoid securities filings, to achieve certain tax results or to meet other Company objectives.
(n) “Non-423(b) Plan Component” means a component of this Plan which does not meet the requirements set forth in Section 423(b) of the Code, as amended.
(o) “Offering Period” shall mean a period of six (6) months during which an option granted pursuant to the Plan may be exercised, or different period as determined by the Board, provided no Offering Period exceeds twenty-seven (27) months. Notwithstanding the foregoing, the first Offering Period shall commence August 15, 1988 and end December 31, 1988 and the Offering Period commencing July 1, 2006 shall end February 28, 2007.
(p) “Option Price” shall mean the lower of (i) eighty-five percent (85%) of the fair market value of a share of the Common Stock on the Enrollment Date or (ii) eighty-five percent (85%) of the fair market value of a share of the Common Stock on the Exercise Date unless the Board (or a committee authorized by the Board) sets an option price higher than this amount.
(q) “Plan” shall mean this Amended and Restated Employee Stock Purchase Plan, as set forth in this document and as hereafter amended from time to time, which includes a Code Section 423(b) Plan Component and a Non-423(b) Plan Component.
(r) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any Employee as defined in paragraph 2 who is employed by the Company or a Designated Subsidiary at the time that the subscription agreement is required to be submitted for a given Offering

2



Period is eligible to participate in the Plan for that Offering Period (subject to paragraph 10 below). However, the Board (or a committee authorized by the Board) shall have the discretion to set a minimum waiting period for Employees to become eligible to participate in an Offering Period provided that period is not more than two (2) years after employment with the Company or a Designated Subsidiary begins. However, notwithstanding the foregoing, for purposes of the first Offering Period only, any Employee defined in paragraph 2 who was employed by the Company or one of its Subsidiaries as of August 9, 1988 shall be eligible to participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits his or her rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is both outstanding and exercisable (or other such limit, as may be set by the Board, in its discretion, within the parameters of Section 423(b)(8) of the Code and the regulations issued thereunder).
4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on or about January 1 and July 1 of each year; provided, however, that the first Offering Period shall commence on or about August 15, 1988. Effective in 2007 and thereafter new Offering Periods shall commence on or about March 1 and September 1 of each year. The Plan shall continue thereafter until terminated in accordance with paragraph 19 hereof. Subject to the shareholder approval requirements of paragraph 19, the Board shall have the power to change the commencement or duration of Offering Periods with respect to future offerings without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected. The Board (or a committee authorized by the Board) may decide that for administrative reasons, the payroll deductions related to the last pay date during the Offering Period will not be applied to the purchase of shares for that particular Offering Period, but instead will be either rolled over to the following Offering Period (provided that the participant is participating in the following Offering Period), provided that such rollover of payroll deductions is applied uniformly to employees offered participation in the Code Section 423(b) Plan Component of the Plan or in any separate offering thereunder or refunded to the participant.
5. Participation.
(a) An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form required by the Company and filing it with the Company (or third party designated by the Company) by the time specified by the Company, as set forth in the subscription agreement, unless a later time for filing the subscription agreement is set by the Board (or a committee authorized by the Board) for all eligible Employees with respect to a given Offering Period.
(b) A participant’s authorized payroll deductions shall be deducted from each paycheck paid during an Offering Period and shall continue until changed by the participant, as provided in paragraph 10 or by amendment or termination of this Plan.

3



6. Payroll Deductions.
(a) At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each payday during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he receives on each payday during the Offering Period, and the aggregate of such payroll deductions during the Offering Period shall not exceed ten percent (10%) of the participant’s aggregate Compensation during said Offering Period.
(b) All payroll deductions made for a participant shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account.
(c) A participant may discontinue his or her participation in the Plan as provided in paragraph 10, or may decrease, but not increase, the rate of his or her payroll deductions during the Offering Period (within the limitations of paragraph 6(a)) by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s receipt of the new subscription agreement. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless revised as provided herein or terminated as provided in paragraph 10.
(d) Notwithstanding any provisions to the contrary in the Plan, the Board may allow Employees to participate in the Plan via cash contributions instead of payroll deductions if payroll deductions are not permitted under applicable local law (and if the Employee is participating in the Non-423(b) Plan Component if not permitted under Section 423 of the Code).
7. Grant of Option.
(a) On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period up to a number of whole and fractional 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 Participant’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 paragraphs 3(b) and 12 hereof. Exercise of the option shall occur as provided in paragraph 8, unless the participant has withdrawn pursuant to paragraph 10, and shall expire on the last day of the Offering Period. Fair market value of a share of the Company’s Common Stock shall be determined as provided in paragraph 7(b) herein.
(b) The fair market value of Common Stock on a given date shall be determined by the Board in its discretion; provided, however, that where there is a public market for the Common Stock, the fair market value per share shall be the closing price of the Common Stock for such date, as reported by the NASDAQ National Market System, or, in the event the Common Stock is listed on a different stock exchange, the fair market value per share shall be the closing price on such exchange on such date, as reported in the Wall Street Journal, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported.

4



8. Exercise of Option. Unless a participant withdraws from the Plan as provided in paragraph 10 below, his or her option for the purchase of shares will be exercised automatically on the Exercise Date, and the maximum number of whole and fractional shares subject to the option shall be purchased for such participant at the applicable option price with the accumulated payroll deductions in his or her account. The shares purchased hereunder will be credited to the Brokerage Account. Any payroll deductions accumulated in a participant’s account which are not used to purchase shares shall either remain in the participant’s account for the subsequent Offering Period, subject to an earlier withdrawal as provided in paragraph 10 or will be automatically refunded to the participant. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.
9. Delivery. A participant hereunder may elect at any time on a form acceptable to the Company to have all or part of the shares credited to the Brokerage Account on his or her behalf sold at participant’s expense and cash paid to participant. A participant under the Code Section 423(b) Plan Component hereunder may elect, at any time after two (2) years following the Exercise Date of any Offering Period and on a form acceptable to the Company, to have all or part of the shares purchased with respect to such Offering Period and credited to the Brokerage Account on his or her behalf transferred to the participant’s individual brokerage account established at the participant’s expense.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company (or third party designated by the Company) in the form required by the Company. All of the participant’s payroll deductions credited to his or her account will be paid to such participant promptly after receipt of notice of withdrawal and such participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.
(b) Upon termination of the participant’s Continuous Status as an Employee prior to the Exercise Date for any reason, including retirement or death, (i) the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option will be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under paragraph 14, and such participant’s option will be automatically terminated, and (ii) the participant’s interest in the Brokerage Account shall be liquidated in the following manner. As part of the procedure to liquidate the participant’s interest in the Brokerage Account, the participant may elect in writing, on a form acceptable to the Company and received by the designated person at the Company within thirty (30) days of the termination, to have the number of shares credited to the Brokerage Account on behalf of the participant sold at the participant’s expense and cash paid to the participant, or to have such shares transferred to the participant’s individual brokerage account established at the participant’s expense. If the participant does not request a sale or transfer by the deadline set forth above or requests to receive a stock certificate, a certificate for the shares credited to the Brokerage Account on his or her behalf will be issued to the participant.
(c) A participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding

5



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, except as may be required by applicable law, as determined by the Company, for participants in the Non-423(b) Plan Component (or the Code Section 423(b) Plan Component if permitted under Code Section 423).
12. Stock.
(a) The maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 19,500,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 18. If on a given Exercise Date the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan or the Maximum Offering, if any, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. The pro rata allocation shall be limited, in the case of exceeding the Maximum Offering, to those participants in the countries, locations or Designated Subsidiaries in the specified Maximum Offering.
(b) The participant will have no interest or voting right in shares covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse.
13. Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The administration, interpretation or application of the Plan by the Board or its committee shall be final, conclusive and binding upon all participants. Members of the Board who are eligible Employees are permitted to participate in the Plan.
14. Designation of Beneficiary.
(a) If permitted by the Board (or a committee authorized by the Board), a participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option, if permitted by the Board (or a committee authorized by the Board).
(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor, administrator or personal representative of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

6



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 reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, any Offering Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in paragraph 10 hereof.
19. Amendment or Termination. The Board may, at any time and for any reason, terminate or amend the Plan. Except as provided in paragraph 18, no such termination can adversely affect options previously granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the

7



Board determines that the termination of the Plan is in the best interests of the Company and its shareholders. In addition, to the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law or regulation), the Company shall obtain shareholder approval in such a manner and to such a degree as so required.
20. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
21. Shareholder Approval. Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and degree required under the applicable state and federal tax and securities laws.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
23. Tax Withholding. The Company or any Subsidiary, as appropriate, shall have the authority and the right to deduct or withhold, or require an Employee to remit to the Company or one of its Subsidiaries, an amount sufficient to satisfy U.S. federal, state, and local taxes and taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes that may be due) required by law to be withheld with respect to any taxable event concerning an Employee arising as a result of his or her participation in the Plan or to take such other action as may be necessary in the opinion of the Company or a Subsidiary, as appropriate, to satisfy withholding obligations for the payment of taxes. The Board (or a committee authorized by the Board) may in its discretion and in satisfaction of the foregoing requirement, allow a participant to elect to have the Company withhold shares otherwise issuable at exercise (or allow the return of shares) having a fair market value equal to the sums required to be withheld. No shares shall be delivered hereunder to any Employee until the Employee or such other person has made arrangements acceptable to the Company for the satisfaction of these tax obligations with respect to any taxable event concerning the Employee’s participation in the Plan.
24. No Right to Employment or Services. Nothing in the Plan or any subscription agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Employee’s employment at any time, nor confer upon any Employee any right to continue in the employ of the Company or any Subsidiary.

8



25. Code Section 409A. The Code Section 423(b) Plan Component is exempt from the application of section 409A of the Code. The Non-423(b) Plan Component is intended to be exempt from section 409A of the Code under the short-term deferral exception and any ambiguities in the Plan shall be construed and interpreted in accordance with such intent. In furtherance of this interest, any provision in the Plan to the contrary notwithstanding, if the Board determines that an option to purchase Common Stock granted under the Plan may be subject to section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject to section 409A of the Code, the Board may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Board determines is necessary or appropriate, in each case, without the participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with section 409A of the Code, but only to the extent any such amendments or action by the Board would not violate section 409A of the Code. Anything in the foregoing to the contrary notwithstanding, the Company shall have no liability to a participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with section 409A of the Code is not so exempt or compliant or for any action taken by the Board or a committee appointed by the Board with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with section 409A of the Code.
26. Term of Plan. The Plan shall continue in effect until September 30, 2018 unless sooner terminated under paragraph 19.
27. Governing Law; Severability. The Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive laws, and not the choice of law rules, of the State of California and construed accordingly, to the extent not superseded by applicable federal law. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect.

9



Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steven W. Berglund, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Trimble Navigation Limited;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
November 9, 2015
/s/ Steven W. Berglund
 
 
Steven W. Berglund
 
 
Chief Executive Officer





Exhibit 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, François Delépine, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Trimble Navigation Limited;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:
November 9, 2015
/s/ François Delépine
 
 
François Delépine
 
 
Chief Financial Officer




Exhibit 32.1
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Trimble Navigation Limited (the “Company”) for the period ended October 2, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Steven W. Berglund, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Steven W. Berglund
Steven W. Berglund
Chief Executive Officer
November 9, 2015




Exhibit 32.2
CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Trimble Navigation Limited (the “Company”) for the period ended October 2, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), François Delépine, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ François Delépine
François Delépine
Chief Financial Officer
November 9, 2015


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