TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
(as amended March 6, 2009)
1. Purposes of the Plan . The purposes of this Amended and Restated 2002 Stock Plan are:
Grants under the Plan may be Awards, Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant.
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Administrator ” means the Board or any of its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.
(b) “ Affiliate ” means any “parent” or “subsidiary” as such terms are defined in Rule 405 of the U.S. Securities Act of
1933, as amended. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is
determined within the foregoing definition.
(c) “ Applicable Laws ” means the requirements relating to the administration of stock incentive plans under U.S.
state corporate laws, U.S. federal, state and foreign securities laws, the Code, any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Awards
are, or will be, granted under the Plan.
(d) “ Award ” means a grant of Shares, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Performance-Based Awards, or of any other right to receive Shares or cash pursuant to Section 12 of the Plan.
(e) “ Award Agreement ” means a written or electronic form of notice or agreement between the Company and an
Awardee evidencing the terms and conditions of an individual Award. The Award Agreement is subject to the terms and
conditions of the Plan.
(f) “ Awarded Stock ” means the Common Stock subject to an Award.
(g) “ Awardee ” means the holder of an outstanding Award.
(h) “ Board ” means the board of directors of the Company.
(i) “ Change in Control ” means the occurrence of any of the following events: