Trimble Navigation
Limited
Amended and Restated Employee
Stock Purchase Plan
This Addendum
(the " Australian Addendum ") to the Trimble
Navigation Limited (" Company ") Amended and Restated
Employee Stock Purchase 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 ADI means an Australian authorised deposit taking
institution that is regulated by the Australian Prudential
Regulation Authority under the Australian Banking Act;
Australian Participant
means an Offeree who has accepted an
offer under the Plan to participate in the Plan;
Australian Subsidiary
means each Australian Associated
Body Corporate of the Company whose Employees have been designated
to participate in the Plan;
Contributions means contributions made by an Australian
Participant from his or her Compensation to participate in the
Plan;
Corporations Act means the Australian Corporations Act 2001
(Cth) ;
Offer means an offer made in Australia to Offerees to
purchase Shares in the Company under the terms of the
Plan;
Offeree means an Employee who receives an Offer in
Australia;
Plan means collectively the U.S. Plan, as amended and
restated, and the Australian Addendum; and
Share means a share of Common Stock.
Only Shares and
rights to acquire Shares shall be awarded to Australian-resident
employees under the Plan.
An Offer may
only be extended to Offerees who at the time of the Offer are full
or part-time employees or directors of the Company or an Associated
Body Corporate.
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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 Shares may be
acquired under the Plan, the Company or its Australian Subsidiary
will, within a reasonable period of an Australian Offeree so
requesting, provide the Offeree without charge with a copy of the
Plan.
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The Company
must take reasonable steps to ensure that any Offeree to whom an
Offer is made is given a copy of the Offer Document.
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Employee
contributions to be held on trust with Australian
ADI
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The Offer
Document must state:
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(i)
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the Australian
ADI where Contributions are held;
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(ii)
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the length of
time Contributions may be held; and
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(iii)
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the rate of
interest payable (if any) on the Contributions held in the
account.
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