EXHIBIT
10.1
TRIMBLE
NAVIGATION
1988
EMPLOYEE STOCK PURCHASE PLAN
(as
amended January 19, 2006)
The
following constitute the provisions of the Employee Stock Purchase Plan of
Trimble Navigation.
1. Purpose.
The
purpose of the Plan is to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have
the
Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board"
shall
mean the Board of Directors of the Company.
(b) "Code"
shall
mean the Internal Revenue Code of 1986, as amended.
(c) "Common
Stock"
shall
mean the Common Stock of the Company.
(d) "Company"
shall
mean Trimble Navigation.
(e) "Compensation"
shall
mean all regular straight time gross earnings, commissions, incentive bonuses,
overtime, shift premium, lead pay and other similar compensation, but excluding
automobile allowances, relocation and other non-cash compensation.
Notwithstanding the foregoing, the Employee may elect to exclude bonuses from
the calculation of compensation.
(f) "Continuous
Status as an Employee"
shall
mean the absence of any interruption or termination of service as an Employee.
Continuous Status as an Employee shall not be considered interrupted in the
case
of a leave of absence agreed to in writing by the Company, provided that such
leave is for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(g) "Designated
Subsidiaries"
shall
mean the Subsidi-aries which have been designated by the Board from time to
time
in its sole discretion as eligible to participate in the Plan.
(h) "Employee"
shall
mean any person, including an officer, whose customary employment with the
Company is at least twenty (20) hours per week by the Company or one of its
Designated Subsidiaries and more than five (5) months in any calendar
year.
(i) "Enrollment
Date"
shall
mean the first day of each Offering Period.
(j) "Exercise
Date"
shall
mean the last day of each Offering Period.
(k) "Offering
Period"
shall
mean, except with respect to the first Offering Period as described herein,
a
period of six (6) months during which an option granted pursuant to the Plan
may
be exercised. The first Offering Period shall commence August 15, 1988, and
end December 31, 1988.
(l) "Plan"
shall
mean this Employee Stock Purchase Plan.
(m)
"Subsidiary"
shall
mean a corporation, domestic or foreign, of which not less than 50% of the
voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company
or a
Subsidiary.
3. Eligibility.
(a) Any
Employee as defined in paragraph 2 who has been continuously employed by the
Company for at least two (2) consecu-tive months and who shall be employed
by the Company on a given Enrollment Date shall be eligible to participate
in
the Plan. However, notwithstanding the foregoing, for purposes of the first
Offering Period only, any Employee defined in paragraph 2 who was employed
by the Company as of August 9, 1988 shall be eligible to participate in the
Plan.
(b) Any
provisions of the Plan to the contrary notwith-standing, no Employee shall
be
granted an option under the Plan (i) if, immediately after the grant, such
Employee (or any other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock and/or hold outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of
any
subsidiary of the Company, or (ii) which permits his or her rights to purchase
stock under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) worth of stock (determined at the fair market value of the shares
at
the time such option is granted) for each calendar year in which such option
is
outstanding at any time.
4. Offering
Periods.
The
Plan shall be implemented by consecutive Offering Periods with a new Offering
Period commencing on or about January 1 and July 1 of each year; provided,
however, that the first Offering Period shall commence on or about
August 15, 1988. The Plan shall continue thereafter until termi-nated in
accordance with paragraph 19 hereof. Subject to the shareholder approval
requirements of paragraph 19, the Board of Directors of the Company shall
have the power to change the dura-tion of Offering Periods with respect to
future offerings without shareholder approval if such change is announced at
least fifteen (15) days prior to the scheduled beginning of the first Offering
Period to be affected.
5. Participation.
(a) An
eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form of
Exhibit A to this Plan and filing it with the Company's payroll office at
least five (5) business days prior to the applicable Enrollment Date,
unless a later time for filing the subscription agreement is set by the Board
for all eligible Employees with respect to a given Offering
Period.
(b) Payroll
deductions for a participant shall commence on the first payroll following
the
Enrollment Date and shall end on the last payroll in the Offering Period to
which such authorization is applicable, unless sooner terminated by the
participant as provided in paragraph 10.
6. Payroll
Deductions.
(a) At
the
time a participant files his or her subscrip-tion agreement, he or she shall
elect to have payroll deductions made on each payday during the Offering Period
in an amount not exceeding ten percent (10%) of the Compensation which he
receives on each payday during the Offering Period, and the aggregate of such
payroll deductions during the Offering Period shall not exceed ten percent
(10%)
of the participant's aggregate Compensation during said Offering Period.
(b) All
payroll deductions made for a participant shall be credited to his or her
account under the Plan. A participant may not make any additional payments
into
such account.
(c) A
participant may discontinue his or her participa-tion in the Plan as provided
in
paragraph 10, or may decrease, but not increase, the rate of his or her payroll
deductions during the Offering Period (within the limitations of
Section 6(a)) by com-pleting or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate. The change in rate
shall be effective with the first full payroll period following five (5)
business days after the Company's receipt of the new subscription agreement.
A
participant's subscription agreement shall remain in effect for successive
Offering Periods unless revised as provided herein or terminated as provided
in
paragraph 10.
(d) Notwithstanding
the foregoing, to the extent neces-sary to comply with Section 423(b)(8) of
the
Code and para-graph 3(b) herein, a participant's payroll deductions may be
decreased to 0% at such time during any Offering Period which is scheduled
to
end during the current calendar year (the "Current Offering Period") that the
aggregate of all payroll deductions which were previously used to purchase
stock
under the Plan in a prior Offering Period which ended during that calendar
year
plus all payroll deductions accumulated with respect to the Current Offering
Period equal $21,250. Payroll deductions shall recommence at the rate provided
in such participant's subscription agreement at the beginning of the first
Offering Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in paragraph 10.
7. Grant
of Option.
(a) On
the
Enrollment Date of each Offering Period, each eligible Employee participating
in
such Offering Period shall be granted an option to purchase on each Exercise
Date during such Offering Period up to a number of shares of the Company's
Common Stock determined by dividing such Employee's payroll deductions
accumulated prior to such Exercise Date and retained in the Partic-ipant's
account as of the Exercise Date by the lower of (i) eighty-five percent
(85%) of the fair market value of a share of the Company's Common Stock on
the
Enrollment Date or (ii) eighty-five percent (85%) of the fair market value
of a share of the Company's Common Stock on the Exercise Date; provided that
in
no event shall an Employee be permitted to purchase during each Offering Period
more than a number of shares determined by dividing $12,500 by the fair market
value of a share of the Company's Common Stock on the Enrollment Date, and
provided further that such purchase shall be subject to the limitations set
forth in Section 3(b) and 12 hereof. Exercise of the option shall occur as
provided in Section 8, unless the participant has withdrawn pursuant to
Section 10, and shall expire on the last day of the Offering Period. Fair
market value of a share of the Company's Common Stock shall be determined as
provided in Section 7(b) herein.
(b) The
option price per share of the shares offered in a given Offering Period shall
be
the lower of: (i) 85% of the fair market value of a share of the Common
Stock of the Company on the Enrollment Date; or (ii) 85% of the fair market
value of a share of the Common Stock of the Company on the Exercise Date. The
fair market value of the Company's Common Stock on a given date shall be
determined by the Board in its discretion; provided, however, that where there
is a public market for the Common Stock, the fair market value per share shall
be the closing price of the Common Stock for such date, as reported by the
NASDAQ National Market System, or, in the event the Common Stock is listed
on a
stock exchange, the fair market value per share shall be the closing price
on
such exchange on such date, as reported in the Wall Street Journal.
8.
Exercise
of Option.
Unless
a participant withdraws from the Plan as provided in paragraph 10 below,
his or her option for the purchase of shares will be exercised automatically
on
the Exercise Date, and the maximum number of full shares subject to option
shall
be purchased for such participant at the applicable option price with the
accumulated payroll deductions in his or her account. No fractional shares
will
be purchased and any payroll deductions accumulated in a participant's account
which are not used to purchase shares shall remain in the participant's account
for the subsequent Offering Period, subject to an earlier with-drawal as
provided in paragraph 10. During a participant's life-time, a participant's
option to purchase shares hereunder is exercisable only by him or
her.
9.
Delivery.
Unless
a participant makes an election to delay the issuance of Certificate
representing purchased shares, as promptly as practicable after each Exercise
Date on which a pur-chase of shares occurs, the Company shall arrange the
delivery to each participant, as appropriate, of a certificate representing
the
shares purchased upon exercise of his or her option. A partic-ipant may make
an
election to delay the issuance of stock certifi-cates representing shares
purchased under the Plan by giving written notice to the Company the form of
Exhibit D to this Plan. Any such election shall remain in effect until it
is revoked by the participant or, if earlier, upon the termination of the
partic-ipant's Continuous Status as an Employee. The Company may limit the
time
or times during which participants may revoke such elec-tions, except that
a
participant shall automatically receive a certificate as soon as practicable
following termination of his or her Continuous Status as an Employee and that
participants shall be given the opportunity to revoke such elections at least
once each calendar year.
10.
Withdrawal;
Termination of Employment.
(a) A
participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her option
under the Plan at any time by giving written notice to the Company in the form
of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period will be automatically terminated, and no further payroll deductions
for
the purchase of shares will be made during the Offering Period. If a participant
withdraws from an Offering Period, payroll deductions will not resume at the
begin-ning of the succeeding Offering Period unless the participant delivers
to
the Company a new subscription agreement.
(b) Upon
termination of the participant's Continuous Status as an Employee prior to
the
Exercise Date for any reason, including retirement or death, the payroll
deductions credited to such participant's account during the Offering Period
but
not yet used to exercise the option will be returned to such participant or,
in
the case of his or her death, to the person or persons entitled thereto under
paragraph 14, and such participant's option will be automatically
terminated.
(c) In
the
event an Employee fails to remain in Contin-uous Status as an Employee of the
Company for at least twenty (20) hours per week during an Offering Period in
which the Employee is a participant, he or she will be deemed to have elected
to
withdraw from the Plan and the payroll deductions credited to his or her account
will be returned to such participant and such participant's option
terminated.
(d) A
participant's withdrawal from an Offering Period will not have any effect upon
his or her eligibility to participate in any similar plan which may hereafter
be
adopted by the Company or in succeeding Offering Periods which commence after
the termination of the Offering Period from which the participant
withdraws.
11. Interest.
No
interest shall accrue on the payroll deductions of a participant in the
Plan.
12. Stock.
(a) The
maximum number of shares of the Company's Common Stock which shall be made
available for sale under the Plan shall be 5,775,000 shares, subject to
adjustment upon changes in capitali-zation of the Company as provided in
paragraph 18. If on a given Exercise Date the number of shares with respect
to which options are to be exercised exceeds the number of shares then available
under the Plan, the Company shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.
(b) The
participant will have no interest or voting right in shares covered by his
option until such option has been exercised.
(c) Shares
to
be delivered to a participant under the Plan will be registered in the name
of
the participant or in the name of the participant and his or her
spouse.
13. Administration.
The
Plan shall be administered by the Board of the Company or a committee of members
of the Board appointed by the Board. The administration, interpretation or
application of the Plan by the Board or its committee shall be final, conclusive
and binding upon all participants. Members of the Board who are eligible
Employees are permitted to participate in the Plan.
14. Designation
of Beneficiary.
(a) A
participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the participant's account under the Plan
in
the event of such partici-pant's death subsequent to an Exercise Date on which
the option is exercised but prior to delivery to such participant of such shares
and cash. In addition, a participant may file a written designa-tion of a
beneficiary who is to receive any cash from the partici-pant's account under
the
Plan in the event of such participant's death prior to exercise of the
option.
(b) Such
designation of beneficiary may be changed by the participant at any time by
written notice. In the event of the death of a participant and in the absence
of
a beneficiary validly designated under the Plan who is living at the time of
such partic-ipant's death, the Company shall deliver such shares and/or cash
to
the executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or
if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.
15. Transferability.
Neither
payroll deductions credited to a participant's account nor any rights with
regard to the exercise of an option or to receive shares under the Plan may
be
assigned, transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in paragraph 14
hereof) by the participant. Any such attempt at assignment, transfer, pledge
or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw funds from an Offering Period in accordance
with paragraph 10.
16. Use
of
Funds.
All
payroll deductions received or held by the Company under the Plan may be used
by
the Company for any corporate purpose, and the Company shall not be obligated
to
segregate such payroll deductions.
17. Reports.
Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees semi-annually
promptly following the Exercise Date, which statements will set forth the
amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization.
Subject
to any required action by the shareholders of the Company, the number of shares
of Common Stock covered by each option under the Plan which has not yet been
exercised and the number of shares of Common Stock which have been authorized
for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall
be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclas-sification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall be made
by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock
of
any class, shall affect, and no adjustment by reason thereof shall be made
with
respect to, the number or price of shares of Common Stock subject to an
option.
In
the
event of the proposed dissolution or liquidation of the Company, the Offering
Period will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. In the event of a proposed
sale
of all or substan-tially all of the assets of the Company, or the merger of
the
Com-pany with or into another corporation, any Purchase Periods then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date")
and
any Offering Periods then in progress shall end on the New Exercise Date. The
New Exercise Date shall be before the date of the Company's proposed sale or
merger. The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that the
participant's option shall be exercised automatically on the New Exercise Date,
unless prior to such date the participant has with-drawn from the Offering
Period as provided in Section 10 hereof.
19. Amendment
or Termination.
The
Board of Directors of the Company may at any time and for any reason terminate
or amend the Plan. Except as provided in paragraph 18, no such termination
can affect options previously granted, provided that an Offering Period may
be
terminated by the Board of Directors on any Exercise Date if the Board
determines that the termination of the Plan is in the best interests of the
Company and its shareholders. Except as provided in paragraph 18, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant. In addition, to the extent necessary
to
comply with Section 423 of the Code (or any successor rule or provision or
any other applicable law or regula-tion), the Company shall obtain shareholder
approval in such a manner and to such a degree as so required.
20. Notices.
All
notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
21. Shareholder
Approval.
Continuance of the Plan shall be subject to approval by the shareholders of
the
Company within twelve months before or after the date the Plan is adopted.
Such
shareholder approval shall be obtained in the manner and degree required under
the applicable state and federal tax and securities laws.
22. Conditions Upon Issuance of Shares.
Shares
shall not be issued with respect to an option unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto shall comply
with
all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such
compliance.
As
a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.
23.
Term
of Plan.
The
Plan shall become effective upon the earlier to occur of its adoption by the
Board of Directors or its approval by the shareholders of the Company as
described in para-graph 21. It shall continue in effect for a term of
twenty (20) years unless sooner terminated under
paragraph 19.
EXHIBIT
A
TRIMBLE
NAVIGATION
EMPLOYEE
STOCK PURCHASE PLAN
SUBSCRIPTION
AGREEMENT
Location___________________________
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Original
Application
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Enrollment
Date:
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Change
in Payroll Deduction Rate
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Change
of Beneficiary(ies)
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1. hereby
elects to participate in the Trimble Navigation Employee Stock Purchase Plan
(the "Stock Purchase Plan") and subscribes to purchase shares of the Company's
Common Stock in accordance with this Subscription Agreement and the Stock
Purchase Plan.
2. I
hereby
authorize payroll deductions from each paycheck in the amount of ____% of my
Compensation on each payday (not to exceed 10%) during the Offering Period
in
accordance with the Stock Purchase Plan.
Include
bonuses as part of Compensation subject to payroll deduction.
Exclude
bonuses from Compensation subject to payroll deduction.
3. I
understand that said payroll deductions shall be accumulated for the purchase
of
shares of Common Stock at the applicable purchase price determined in accordance
with the Stock Pur-chase Plan. I understand that if I do not withdraw from
an
Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.
4. I
have
received a copy of the complete "Trimble Navigation Employee Stock Purchase
Plan." I understand that my partici-pation in the Stock Purchase Plan is in
all
respects subject to the terms of the Plan. I understand that the grant of the
option by the Company under this Subscription Agreement is subject to obtaining
shareholder approval of the Stock Purchase Plan.
5. Shares
purchased for me under the Stock Purchase Plan should be issued in the name(s)
of:
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6. I
understand that if I dispose of any shares received by me pursuant to the Plan
within 2 years after the Enrollment Date (the first day of the Offering Period
during which I purchased such shares), I will be treated for federal income
tax
pur-poses as having received ordinary income at the time of such disposition
in
an amount equal to the excess of the fair market value of the shares at the
time
such shares were delivered to me over the price which I paid for the shares.
I
hereby agree to notify the Company in writing within 30 days after the date
of
any such disposition.
However, if I dispose of such shares at any time after the expiration of the
2-year holding period, I understand that I will be treated for federal income
tax purposes as having received income only at the time of such disposition,
and
that such income will be taxed as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value of the
shares at the time of such disposition over the purchase price which I paid
for
the shares under the option, or (2) the excess of the fair market value of
the
shares over the option price, measured as if the option had been exercised
on
the Enrollment Date. The remainder of the gain, if any, recognized on such
disposition will be taxed as capital gain.
7. I
hereby
agree to be bound by the terms of the Stock Purchase Plan. The effectiveness
of
this Subscription Agreement is dependent upon my eligibility to participate
in
the Stock Purchase Plan.
8. In
the
event of my death, I hereby designate the following as my beneficiary(ies)
to
receive all payments and shares due me under the Stock Purchase
Plan:
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Relationship
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(Address)
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Employee's
Social Security Number
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Employee's
Address
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9. Data
Privacy
Consent. As a condition of the grant of the option, the Optionee consents to
the
collection, use and transfer of personal data as described in this paragraph.
The Optionee understands that the Corporation and its Subsidiaries hold certain
personal information about the Optionee, including the Optionee's name, home
address and telephone number, date of birth, date of hire, social security
number or identification number, salary, nationality, job title, grade level,
job code, ranking, any shares of Stock or directorships held in the Corporation,
details of all options or any other entitlement to shares of Stock awarded,
canceled, exercised, vested, unvested or outstanding in the Optionee's favor,
for the purpose of managing and administering the Plan ("Data"). The Optionee
further understands that the Corporation and/or its Subsidiaries will transfer
Data amongst themselves as necessary for the purpose of implementation,
administration and management of the Optionee's participation in the Plan,
and
that the Corporation and/or any of its Subsidiaries any each further transfer
Data to any third parties assisting Trimble Navigation Limited in the
implementation, administration and management of the Plan. The Optionee
understands that these recipients may be located in the European Economic Area,
or elsewhere, such as the United States or Canada. The Optionee authorizes
them
to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing the
Optionee's participation in the Plan, including any requisite transfer to a
broker or other third party with whom the Optionee may elect to deposit any
shares of Stock acquired upon exercise of the option such Data as may be
required for the administration of the Plan and/or the subsequent holding of
shares of Stock on his or her behalf. The Optionee understands that he or she
may, at any time, view Data, require any necessary amendments to it or withdraw
the consents herein in writing by contacting his or her local Human Resources
representative. Withdrawal of consent may, however, affect Optionee's ability
to
exercise or realize benefits from the option during the current offering
period.
10. I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
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Dated:
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Signature
of Employee
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EXHIBIT
B
TRIMBLE
NAVIGATION
EMPLOYEE
STOCK PURCHASE PLAN
NOTICE
OF
WITHDRAWAL
The
undersigned participant in the Offering Period of the Trimble Navigation
Employee Stock Purchase Plan which began on ____________, ________ (the
"Enrollment Date") hereby notifies the Company that he or she hereby withdraws
from the Offering Period. He or she hereby directs the Company to pay to the
undersigned as promptly as possible all the payroll deductions credited to
his
or her account with respect to such Offering Period. The undersigned understands
and agrees that his or her option for such Offering Period will be automatically
terminated. The undersigned under-stands further that no further payroll
deductions will be made for the purchase of shares in the current Offering
Period and the undersigned shall be eligible to participate in succeeding
Offering Periods only by delivering to the Company a new Subscription
Agreement.
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Name
and Address of Participant
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Signature
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Date:
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EXHIBIT C
TRIMBLE
NAVIGATION
EMPLOYEE
STOCK PURCHASE PLAN
NOTICE
TO
RESUME PAYROLL DEDUCTIONS
The
undersigned participant in the Offering Period of the Trimble Navigation
Employee Stock Purchase Plan which began on ______________, _______ hereby
notifies the Company to resume payroll deductions for his or her account at
the
beginning of the next Exercise Period within such Offering Period in accordance
with the terms of the Subscription Agreement executed by the undersigned at
the
beginning of the Offering Period. The undersigned understands that he or she
may
change the payroll deduction rate or the benefi-ciaries named in such
Subscription Agreement by submitting a revised Subscription
Agreement.
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Name
and Address of Participant
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Signature
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Date:
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EXHIBIT
D
TRIMBLE
NAVIGATION
EMPLOYEE
STOCK PURCHASE PLAN
ELECTION/REVOCATION
OF ELECTION
DELAY
ISSUANCE OF CERTIFICATE
The
undersigned participant in the 1988 Trimble Navigation Employee Stock Purchase
Plan (the "Stock Purchase Plan"), hereby elects to allow Trimble Navigation
(the
"Company") or its agent to delay issuance of a certificate representing shares
purchased under the Plan in accordance with the provisions of the Stock Purchase
Plan. This election shall continue in effect until the termination of the
undersigned's Continuous Status as an Employee or until revoked pursuant to
such
Stock Purchase Plan. This election shall not otherwise affect the participant's
rights as a shareholder of the Company.
-OR-
____________________
hereby revokes his or her prior election to allow the Company to delay issuance
of a certificate pursuant to the terms of the Stock Purchase Plan. The Company
shall deliver to participant as promptly as practicable a certificate
representing all shares purchased thereby.
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Name
and Address of Participant
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Signature
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Date:
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