Trimble Navigation
Limited
Amended and Restated
2002 Stock Plan
This Addendum
(the " Australian Addendum ") to the Trimble
Navigation Limited (" Company ") Amended and Restated
2002 Stock Plan (" U.S. Plan ") is adopted to set out
rules that, together with those provisions of the U.S. Plan that
this Australian Addendum does not replace, will:
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govern the
operation of the Plan with respect to Australian resident employees
of the Company and its Australian Subsidiaries; and
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provide for the
Plan to comply with ASIC Class Order 03/184 (" Class
Order ") and relevant provisions of the Corporations Act
and ASIC Regulatory Guide 49.
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If any conflict
occurs between these provisions and the U.S. Plan, these provisions
prevail.
Except as set
out in this clause 2, capitalised terms used in this document have
the meaning ascribed to them in the U.S. Plan.
For the
purposes of this Australian Addendum:
ASIC means the Australian Securities and Investments
Commission;
Associated Body Corporate
means, as determined in accordance
with the Corporations Act , a body corporate:
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that is a
related body corporate of the Company;
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that has voting
power in the Company of not less than 20%; or
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in which the
Company has voting power of not less than 20%;
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Australian Offerees means all persons to whom an Offer of an Award
is made in Australia under the Plan;
Australian Subsidiary
means each Australian Associated
Body Corporate of the Company whose Employees have been designated
to participate in the Plan;
Common
Share means the
common stock of the Company;
Corporations Act means the Corporations Act 2001 (Cth)
;
Offer means an offer received in Australia to acquire
Shares, Options, Restricted Stock Units and/or Performance Stock
Units under the terms of the Plan;
Performance Stock Unit
means a Performance-Based Award that
(subject to satisfaction of the applicable performance-based
conditions and any other vesting requirements) is payable in
Shares;
Plan means the U.S. Plan as modified for
implementation in Australia by this Australian Addendum;
and
Share means a share of Common Stock.
This Australian
Addendum governs the grant of Awards under the Plan.
In the case of
Awards that are in the form of Options, Restricted Stock Units
and/or Performance Stock Units, such Awards may be offered for no
more than nominal consideration ( i.e. , consideration of
not more than one (1) cent per Option, Restricted Stock Unit or
Performance Stock Unit).
An Offer may
only be extended to Australian Offerees who at the time of the
Offer are full or part-time employees or directors of the Company
or an Associated Body Corporate.
An Offer must
not involve a contribution plan or any offer, issue or sale being
made through a trust.
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AUSTRALIAN
OFFER DOCUMENT
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Any Offer made
in Australia to participate in the Plan must be included in a
document (" Offer Document "), which must set out the
terms of the Offer and include or be accompanied by the
following:
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a summary or a
copy of the Plan; and
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where only a
summary of the Plan is provided, an undertaking that during the
period (" Offer Period ") in which an Award may be
issued or Shares
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