Exhibit
10.15
December
31,
2008
Subject:
Internal Revenue Code Section 409A--Amendments to Offer
Letter
This
letter serves to amend you offer letter dated December 6, 2004 (the “Offer
Letter”), in order to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) to avoid the adverse tax
consequences to which you may be subject for non-compliance with this
law.
The
fourth paragraph in the Offer Letter shall be superseded and replaced in its
entirety with the following paragraph:
You will
be awarded a special annual bonus during each of the first five years of your
employment with Trimble Navigation Limited to defray some of the costs related
to northern California housing. The amount of the annual bonuses
during the first three years shall be $55,000, while the amount of the annual
bonuses for the remaining two years shall be $40,000. These annual
bonuses shall be paid to you on the last day of each calendar year beginning in
December 2005, provided you remain continuously employed through the applicable
payment date. Anything to the contrary in the foregoing
notwithstanding, no special bonus that is contemplated in this paragraph shall
be paid following March 15th of the year following the year in which the payment
of the special bonus was due.
All other
provisions in the Offer Letter remain in effect.
Kindly
sign below if you agree with this amendment.
TRIMBLE
NAVIGATION LIMITED
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/s/ James A. Kirkland
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James
Kirkland
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Vice
President and General Counsel
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I agree
with the above amendment to my employment offer letter
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/s/ Rajat Bahri
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Rajat
Bahri
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