|
Exhibit 10.1
TRIMBLE NAVIGATION LIMITED
2002 STOCK PLAN
(as
amended and restated October 19, 2007)
1.
Purposes of the Plan . The purposes of this
2002 Stock Plan are:
|
·
|
to
attract and retain the best available personnel for positions of
substantial responsibility,
|
|
·
|
to
provide additional incentive to Employees, Directors and
Consultants, and
|
|
·
|
to
promote the success of the Company's business.
|
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)
“
Applicable Laws” means the requirements relating to
the administration of stock incentive plans under U.S. state
corporate laws, U.S. federal and state 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 are, or will be, granted under the
Plan.
(c)
“ Award ” means a grant of Shares,
Restricted Stock or Restricted Stock Units or of any other
right to receive Shares or cash pursuant to Section 7 of the
Plan.
(d)
“ 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.
(e)
“ Awarded Stock ” means the Common Stock
subject to an Award.
(f)
“ Awardee ” means the holder of an
outstanding Award.
(g)
“ Board” means the board of directors of
the Company.
(h)
“ Change in Control ” means the occurrence
of any of the following events:
(i)
Any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities;
or
(ii)
The
consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets;
(iii)
A
change in the composition of the Board occurring within a two-year
period, as a result of which fewer than a majority of the directors
are Incumbent Directors. "Incumbent Directors" means
directors who either (A) are Directors as of the effective
date of the Plan, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a
majority of the Incumbent Directors at the time of such election or
nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy
contest relating to the election of directors to the Company);
or
(iv)
The
consummation of a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least fifty percent (50%)
of the total voting power represented by the voting securities of
the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.
(i)
"
Code " means the Internal Revenue Code of 1986, as
amended.
(j)
"
Committee " means a committee of Directors appointed by the
Board in accordance with Section 4 of the Plan.
(k)
"
Common Stock " means the common stock of the
Company.
(l)
"
Company " means Trimble Navigation Limited, a California
corporation.
(m)
"
Consultant " means any natural person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services
to such entity.
(n)
"
Director " means a member of the Board.
(o)
"
Disability " means total and permanent disability as defined
in Section 22(e)(3) of the Code.
(p)
"
Employee " means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of
the Company. A Service Provider shall not cease to be an
Employee in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any
successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, then
three (3) months following the 91 st day of
such leave any Incentive Stock Option held by the Optionee shall
cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock
Option. Neither service as a Director nor payment of a
director's fee by the Company shall be sufficient to constitute
“employment” by the Company.
(q)
"
Exchange Act " means the Securities Exchange Act of 1934, as
amended.
(r)
"
Fair Market Value " means, as of any date, the value of
Common Stock determined as follows:
(i)
If
the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq
Stock Market, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of
determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
(ii)
If
the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value
of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the day of
determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
or
(iii)
In
the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the
Board.
(s)
"
Incentive Stock Option " means an Option intended to qualify
as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated
thereunder.
(t)
"
Nonstatutory Stock Option " means an Option not intended to
qualify as an Incentive Stock Option.
(u)
"
Officer " means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the
rules and regulations promulgated thereunder.
(v)
"
Option " means a stock option granted pursuant to the
Plan.
(w)
"
Option Agreement " means a written or electronic form of
notice or agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and
conditions of the Plan.
(x)
"
Optioned Stock " means the Common Stock subject to an
Option.
(y)
"
Optionee " means the holder of an outstanding
Option.
(z)
“ Outside Director ” means a Director who
is not an Employee.
(aa)
"
Parent " means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the
Code.
(bb)
"
Plan " means this 2002 Stock Plan, as amended.
(cc)
"Restricted
Stock" means Shares subject to certain restrictions, granted
pursuant to Section 7 hereof.
(dd)
"Restricted
Stock Unit" means the right to receive a Share, or the Fair Market
Value of a Share in cash, granted pursuant to Section 7
hereof.
(ee)
"
Rule 16b-3 " means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.
(ff)
"
Section 16(b) " means Section 16(b) of the
Exchange Act.
(gg)
"
Service Provider " means an Employee, Director or
Consultant.
(hh)
"
Share " means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.
(gg)
" Subsidiary " means a "subsidiary corporation",
whether now or hereafter existing, as defined in
Section 424(f) of the Code.
3.
Stock Subject to the Plan
. Subject to the provisions of Section 13 of the
Plan, the maximum aggregate number of Shares that may be awarded or
optioned and delivered under the Plan is 12,000,000 Shares
plus (a) any Shares which have been previously reserved but not
issued under the Company’s 1993 Stock Option Plan (the
“1993 Plan”) as of the date of shareholder approval of
this Plan, and (b) any Shares returned to the 1993 Plan as a result
of termination of options granted under the 1993
Plan. The Shares may be authorized, but unissued, or
reacquired Common Stock, all of which Shares may be granted as
Incentive Stock Options and 5% of which may be granted as
Awards.
If
an Award or Option expires, is cancelled, forfeited or becomes
unexercisable without having been exercised in full or
otherwise settled in full, the undelivered Shares which were
subject thereto shall, unless the Plan has terminated, become
available for future Awards or Options under the
Plan.
4.
Administration of the Plan .
(a)
Procedure.
(i)
Multiple Administrative Bodies . Different
Committees with respect to different groups of Service Providers
may administer the Plan.
(ii)
Section 162(m) . To the extent that the
Administrator determines it to be desirable to qualify Awards or
Options granted hereunder as "performance-based compensation"
within the meaning of Section 162(m) of the Code, the Plan
shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the
Code.
(iii)
Rule 16b-3 . To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions
contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.
(iv)
Other Administration . Other than as provided above,
the Plan shall be administered by (A) the Board or (B) a Committee,
which committee shall be constituted to satisfy Applicable
Laws.
(b)
Powers of the Administrator . Subject to the
provisions of the Plan, and in the case of a Committee, subject to
the specific duties delegated by the Board to such Committee, the
Administrator shall have the authority, in its
discretion:
(i)
to
select the Service Providers to whom Awards or Options may be
granted hereunder;
(ii)
to
determine the number of shares of Common Stock, units of Restricted
Stock Units or other amounts to be covered by each Award or Option
granted hereunder, and in the case of Restricted Stock Units, to
determine the amount, if any, of cash payment to be made to the
Awardee;
(iii)
to
approve forms of agreement for use under the Plan;
(iv)
to
determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Award or Option granted
hereunder. Such terms and conditions include, but are
not limited to, the exercise price, the time or times when Options
may be exercised (which may be based on performance criteria), the
time or times when Awards vest (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Award
or Option or the shares of Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole
discretion, shall determine;
(v)
to
construe and interpret the terms of the Plan and Awards granted
pursuant to the Plan;
(vi)
to
prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign
laws;
(vii)
to
modify or amend each Award or Option (subject to Section 15(c)
of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is
otherwise provided for in the Plan; provided, however, that the
Administrator shall not reduce the exercise price of Options or
cancel any outstanding Option and replace it with a new Option with
a lower exercise price, where the economic effect would be the same
as reducing the exercise price of the cancelled Option, without the
approval of the Company’s shareholders;
(viii)
to
allow Awardees or Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be
issued upon exercise of an Option or vesting of an Award that
number of Shares having a Fair Market Value equal to the minimum
amount required to be withheld. The Fair Market Value of
the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All
elections by an Awardee or Optionee to have Shares withheld for
this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;
(ix)
to
authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award or Option
previously granted by the Administrator; and
(x)
to
make all other determinations deemed necessary or advisable for
administering the Plan.
(c)
Effect of Administrator's Decision . The
Administrator's decisions, determinations and interpretations shall
be final and binding on all Awardees and Optionees and any other
holders of Awards or Options.
5.
Eligibility . Nonstatutory Stock Options and Awards
may be granted to Service Providers. Incentive Stock
Options may be granted only to Employees.
6.
Limitations .
(a)
Each
Option shall be designated in the Option Agreement as either an
Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designation, to
the extent that the aggregate Fair Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all
plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 6(a),
Incentive Stock Options shall be taken into account in the order in
which they were granted. The Fair Market Value of the
Shares shall be determined as of the time the Option with respect
to such Shares is granted.
(b)
Neither
the Plan nor any Award or Option shall confer upon an Awardee or
Optionee any right with respect to continuing that
individual’s relationship as a Service Provider with the
Company, nor shall they interfere in any way with the
Awardee’s or Optionee's right or the Company's right to
terminate such relationship at any time, with or without
cause.
(c)
The
following limitations shall apply to grants of Awards and
Options:
(i)
No
Service Provider shall be granted, in any fiscal year of the
Company, Options and Awards covering more than 600,000
Shares.
(ii) In
connection with his or her initial service, a Service Provider may
be granted Options and Awards covering an additional 900,000
Shares, which shall not count against the limit set forth in
subsection (i) above.
(iii)
The
foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 13.
(iv)
If
an Award or Option is cancelled in the same fiscal year of the
Company in which it was granted (other than in connection with a
transaction described in Section 13), the cancelled Option or Award
will be counted against the limits set forth in subsections (i) and
(ii) above.
7.
Awards . All Awards shall be subject to the
terms and conditions of the applicable Award Agreement, to the
extent consistent with the terms of the
Plan. Awards may be granted either alone or in
addition to Options granted under the Plan. Upon
each vesting date of a Restricted Stock Award, provided that
the Awardee is then a Service Provider, the Awardee shall be
entitled to receive the number of Shares vested without
payment of any consideration to the Company, unless otherwise
required by applicable law or determined by the
Administrator. Unless otherwise provided in the
Award Agreement, Awardees of Restricted Stock will have full
voting rights and be entitled to regular cash dividends with
respect to the Shares subject to their Awards. A
Restricted Stock Award Agreement may provide that certain
restrictions will apply to any such
dividends. Unless otherwise provided in the Award
Agreement, upon each vesting date of a Restricted Stock Unit
Award, provided the Awardee is then a Service Provider, the
Awardee shall be entitled to receive, in the sole and absolute
discretion of the Administrator, and without consideration to
the Company (unless otherwise required by applicable law or
determined by the Administrator), (a) a number of Shares equal
to the number of Restricted Stock Units vesting on such
vesting date, (b) a cash payment equal to the product of the
number of Restricted Stock Units vesting on such vesting date
and the Fair Market Value of one Share on such vesting date or
(c) a combination of the foregoing.
8.
Term of Plan . Subject to Section 19
of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall
continue in effect for a term of ten (10) years unless terminated
earlier under Section 15 of the Plan.
9.
Term of Award or Option . The term of each Option
(and, to the extent applicable, the term of each Award) shall be
ten (10) years from the date of grant or such shorter term as may
be provided in the Award Agreement or Option
Agreement. However, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Incentive Stock
Option is granted, owns stock representing more than ten percent
(10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant or such
shorter term as may be provided in the Option
Agreement.
10.
Option Exercise Price and Consideration .
(a)
Exercise Price . The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall be
determined by the Administrator, subject to the
following:
(i)
In
the case of an Incentive Stock Option
(A)
granted
to an Employee who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall
be no less than 110% of the Fair Market Value per Share on the
date of grant.
(B)
granted
to any Employee other than an Employee described in paragraph (A)
immediately above, the per Share exercise price shall be no less
than 100% of the Fair Market Value per Share on the date of
grant.
(ii)
In
the case of a Nonstatutory Stock Option, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share
on the date of grant.
(iii)
Notwithstanding
the foregoing, Options may be granted with a per Share exercise
price of less than 100% of the Fair Market Value per Share on the
date of grant pursuant to a merger or consolidation of or by the
Company with or into another corporation, the purchase or
acquisition of property or stock by the Company of another
corporation, any spin-off or other distribution of stock or
property by the Company or another corporation, any reorganization
of the Company, or any partial or complete liquidation of the
Company, if such action by the Company or other corporation results
in a significant number of Employees or employees being transferred
to a new employer or discharged, or in the creation or severance of
the Parent-Subsidiary relationship.
(b)
Waiting Period and Exercise Dates . At the time an
Option is granted, the Administrator shall fix the period within
which the Option may be exercised and shall determine any
conditions that must be satisfied before the Option may be
exercised.
(c)
Form of Consideration . The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of
an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of
grant. Such consideration may consist entirely
of:
(i)
cash;
(ii)
check;
(iii)
promissory
note;
(iv)
other
Shares which, in the case of Shares acquired directly or indirectly
from the Company, (A) have been owned by the Optionee for more
than six (6) months on the date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said Option
shall be exercised;
(v)
consideration
received by the Company under a cashless exercise program approved
by the Company;
(vi)
a
reduction in the amount of any Company liability to the Optionee,
including any liability attributable to the Optionee's
participation in any Company-sponsored deferred compensation
program or arrangement;
(vii)
any
combination of the foregoing methods of payment; or
(viii)
such
other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws.
11.
Exercise of Option; Termination as Service Provider
.
(a)
Procedure for Exercise; Rights as a Shareholder
. Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such
conditions as determined by the Administrator and set forth in the
Option Agreement. Unless the Administrator provides
otherwise, vesting of Awards and Options granted hereunder shall be
suspended during any unpaid leave of absence. An Option
may not be exercised for a fraction of a Share.
An
Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person entitled
to exercise the Option or such person’s authorized
agent, and (ii) full payment for the Shares with respect
to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized
by the Administrator and permitted by the Option Agreement and
the Plan. Shares issued upon exercise of an Option
shall be issued in the name of the Optionee. Until
the Shares are issued (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends
or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be
issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to
the date the Shares are issued, except as provided in Sections
7 and 13 of the
Plan.
Exercising
an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for
delivery under the Award or Option, by the number of Shares as
to which the Option is exercised.
(b)
Termination of Relationship as a Service Provider
. If an Optionee ceases to be a Service Provider, other
than upon the Optionee's death or Disability, the Optionee may
exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee's termination. If an
Awardee ceases to be a Service Provider, for any reason, all
unvested Shares covered by his or her Award, and all unvested
Restricted Stock Units, shall be forfeited. If, on the
date of termination, the Optionee or Awardee is not vested as to
his or her entire Option or Award, the Shares covered by the
unvested portion of the Option or Award shall revert to the
Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan.
(c)
Disability of Optionee . If an Optionee ceases to be
a Service Provider as a result of the Optionee's Disability, the
Optionee may exercise his or her Option within such period of time
as is specified in the Option Agreement to the extent the Option is
vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option
Agreement).
| 
