TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(as amended March 6, 2009)
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, co