TRIMBLE NAVIGATION LTD /CA/
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<TEXT>
                                  EXHIBIT 10.2

                              AMENDED AND RESTATED
                           TRIMBLE NAVIGATION LIMITED
                                 2002 STOCK PLAN
                  (as amended and restated as of July 22, 2004)


1. Purposes of the Plan. The purposes of this 2002 Stock Plan are:

     o    to attract and retain the best  available  personnel  for positions of
          substantial responsibility,

     o    to  provide   additional   incentive  to   Employees,   Directors  and
          Consultants, and

     o    to promote the success of the Company's business.

     Options   granted  under  the  Plan  may  be  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 option 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) "Board" means the board of directors of the Company.

     (d)  "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)

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     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.

     (e) "Code" means the Internal Revenue Code of 1986, as amended.

     (f)  "Committee"  means a committee of Directors  appointed by the Board in
accordance with Section 4 of the Plan.

     (g) "Common Stock" means the common stock of the Company.

     (h) "Company" means Trimble Navigation Limited, a California corporation.

     (i) "Consultant" means any natural person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.

     (j) "Director" means a member of the Board.

     (k) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

     (l) "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 91st 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.

     (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (n) "Fair Market  Value" means,  as of any date,  the value of Common Stock
determined as follows:

<page>

          (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.

     (o)  "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.

     (p) "Nonstatutory  Stock Option" means an Option not intended to qualify as
an Incentive Stock Option.

     (q)  "Notice of Grant"  means a written  or  electronic  notice  evidencing
certain terms and conditions of an individual  Option grant. The Notice of Grant
is part of the Option Agreement.

     (r)  "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.

     (s) "Option" means a stock option granted pursuant to the Plan.

     (t)  "Option  Agreement"  means an  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.

     (u) "Optioned Stock" means the Common Stock subject to an Option.

     (v) "Optionee" means the holder of an outstanding  Option granted under the
Plan.

     (w) "Outside Director" means a Director who is not an Employee.

     (x)  "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
existing, as defined in Section 424(e) of the Code.

     (y) "Plan" means this 2002 Stock Plan.

<page>

 (z) "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.

(aa) "Section 16(b) " means
     Section  16(b)  of the  Exchange  Act.

 (bb)  "Service  Provider"  means an
     Employee,  Director or Consultant.

(cc) "Share" means a share of the Common
     Stock,  as  adjusted  in  accordance  with  Section  12 of the  Plan.

(dd)
     "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 12 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is  4,500,000  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.

     If an Option expires, is cancelled or becomes  unexercisable without having
been exercised in full, the unpurchased  Shares which were subject thereto shall
become  available  for future  grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan,  whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future  distribution under the Plan,
except  that if  unvested  Shares of  restricted  stock are  repurchased  by the
Company, such Shares shall become available for future grant 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   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.

<page>

     (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  Options may be granted
     hereunder;

          (ii) to  determine  the number of shares of Common Stock to be covered
     by each Option granted hereunder;

          (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  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),  any vesting acceleration or waiver of forfeiture  restrictions,
     and any  restriction  or  limitation  regarding any 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 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  Optionees to satisfy  withholding  tax obligations by
     electing  to have the  Company  withhold  from the Shares to be issued upon
     exercise  of an Option 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
     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 Option previously granted by
     the Administrator; and


          (x) to make all other determinations deemed necessary or advisable for
     administering the Plan.

<page>


     (c) Effect of  Administrator's  Decision.  The  Administrator's  decisions,
determinations and  interpretations  shall be final and binding on all Optionees
and any other holders of Options.

5.  Eligibility.
Nonstatutory Stock Options 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 Option shall confer upon an Optionee any right
with respect to continuing the  Optionee's  relationship  as a Service  Provider
with the Company,  nor shall they interfere in any way with the 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 Options:

          (i) No Service  Provider  shall be granted,  in any fiscal year of the
     Company, Options to purchase more than 300,000 Shares.

          (ii) In connection with his or her initial service, a Service Provider
     may be granted  Options to purchase  up to an  additional  450,000  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 12.

          (iv) If an 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 12), the cancelled  Option will be counted against the
     limits set forth in subsections (i) and (ii) above.

7. Term of Plan.  Subject  to  Section  18 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.


8. Term of Option. The term of each Option shall be ten (10) years from the date
of  grant or such  shorter  term as may be  provided  in the  Option  Agreement.
Moreover,  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)

<page>

years  from the date of grant or such  shorter  term as may be  provided  in the
Option  Agreement.

9. 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;

<page>
          (v)  consideration  received by the Company under a cashless  exercise
     program implemented by the Company in connection with the Plan;

          (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.

10. Exercise of Option.

     (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
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 Section 12 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 sale  under  the
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, on the date of
termination,  the  Optionee  is not vested as to his or her entire  Option,  the
Shares  covered by the unvested  portion of the Option 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.

<page>

     (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).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable for twelve (12) months following the Optionee's
termination.  If, on the date of  termination,  the Optionee is not vested as to
his or her entire  Option,  the Shares  covered by the  unvested  portion of the
Option shall revert to the Plan.  If, after  termination,  the Optionee does not
exercise his or her Option within the time  specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (d) Death of  Optionee.  If an  Optionee  dies while a Service  Provider or
within thirty (30) days (or such longer  period of time not exceeding  three (3)
months as is  determined  by the  Administrator),  the Option  may be  exercised
following the Optionee's death within such period of time as is specified in the
Option  Agreement  to the extent  that the Option is vested on the date of death
(but in no event may the option be exercised  later than the  expiration  of the
term of such  Option  as set forth in the  Option  Agreement),  by the  personal
representative  of the Optionee's  estate or by the person(s) to whom the Option
is transferred pursuant to the Optionee's will or in accordance with the laws of
descent  and  distribution.  In the  absence of a  specified  time in the Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
Optionee's death. If, at the time of death,  Optionee is not vested as to his or
her entire  Option,  the Shares  covered by the  unvested  portion of the Option
shall  immediately  revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.

11.   Transferability   of  Options.   Unless   determined   otherwise   by  the
Administrator,  an  Option  may not be sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  Option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

12. Adjustments; Dissolution; Merger or Change in Control.

     (a)  Adjustments.  In the event  that any  dividend  or other  distribution
(whether in the form of cash,  Shares,  other  securities,  or other  property),
recapitalization,  stock split,  reverse  stock split,  reorganization,  merger,
consolidation,  split-up,  spin-off,  combination,  repurchase,  or  exchange of
Shares or other  securities  of the Company,  or other  change in the  corporate
structure of the Company  affecting the Shares  occurs,  the  Administrator,  in
order to prevent diminution or enlargement of the benefits or potential benefits
intended  to be made  available  under  the Plan,  may (in its sole  discretion)
adjust  the  number  and class of Shares  that may be  delivered  under the Plan
and/or the number, class, and price of Shares covered by each outstanding Option
and the numerical limits of Section 6.

<page>

     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as  practicable  prior to the effective date of such proposed  transaction.  The
Administrator in its discretion may provide for an Optionee to have the right to
exercise his or her Option until ten (10) days prior to such  transaction  as to
all of the Optioned  Stock  covered  thereby,  including  Shares as to which the
Option would not otherwise be exercisable.  In addition,  the  Administrator may
provide that any Company  repurchase  option  applicable to any Shares purchased
upon  exercise of an Option  shall  lapse as to all such  Shares,  provided  the
proposed  dissolution or  liquidation  takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.


     (c) Merger or Change in  Control.  In the event of a merger of the  Company
with or into  another  corporation,  or a Change in  Control,  each  outstanding
Option  shall be assumed or an  equivalent  option or right  substituted  by the
successor corporation or a Parent or Subsidiary of the successor corporation. In
the event the  successor  corporation  does not  agree to assume  the  Option or
substitute an equivalent  option or right, the  Administrator  shall, in lieu of
such assumption or  substitution,  provide for the Optionee to have the right to
vest in and  exercise  the  Option as to all of the  Optioned  Stock,  including
Shares as to which the Option would not otherwise be vested or  exercisable.  If
the  Administrator  makes an Option  fully  vested  and  exercisable  in lieu of
assumption or  substitution  in the event of a merger or Change in Control,  the
Administrator  shall notify the  Optionee  that the Option shall be fully vested
and  exercisable for a period of fifteen (15) days from the date of such notice,
and the Option will terminate upon the expiration of such period.  If, in such a
merger or Change in Control,  the Option is assumed or an  equivalent  option or
right is substituted by such successor  corporation or a Parent or Subsidiary of
such successor corporation,  and if during a one-year period after the effective
date of such merger or Change in  Control,  the  Optionee's  status as a Service
Provider  is  terminated  for any  reason  other than the  Optionee's  voluntary
termination of such relationship,  then the Optionee shall have the right within
three (3) months  thereafter  to exercise  the Option as to all of the  Optioned
Stock,  including  Shares  as  to  which  the  Option  would  not  be  otherwise
exercisable, effective as of the date of such termination.

     For the purposes of this  subsection  (c),  the Option shall be  considered
assumed  if,  following  the  merger or Change in  Control,  the option or right
confers  the right to purchase  or  receive,  for each Share of  Optioned  Stock
subject to the Option immediately prior to the merger or Change in Control,  the
consideration (whether stock, cash, or other securities or property) received in
the merger or Change in  Control by holders of Common  Stock for each Share held
on the effective date of the  transaction  (and if holders were offered a choice
of consideration,  the type of consideration chosen by the holders of a majority
of the  outstanding  Shares);  provided,  however,  that if  such  consideration
received  in the merger or Change in Control is not solely  common  stock of the
successor  corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the
exercise of the Option,  for each Share of Optioned Stock subject to the Option,
to be solely  common stock of the successor  corporation  or its Parent equal in
fair market value to the per share  consideration  received by holders of Common
Stock in the merger or Change in Control.

13. Date of Grant. Except for options granted to Outside Directors under Section
14 hereof,  the date of grant of an Option shall be, for all purposes,  the date
on which the Administrator makes the determination granting such Option, or such
other  later  date  as  is  determined  by  the  Administrator.  Notice  of  the
determination  shall be provided to each Optionee within a reasonable time after
the date of such grant.

<page>

14.  Grants to Outside  Directors.  All  grants of Options to Outside  Directors
shall  be  automatic  and  non-discretionary  and  shall  be  made  strictly  in
accordance with the following provisions:

          (i) No  person  shall  have any  discretion  to select  which  Outside
     Directors  shall be granted Options or to determine the number of Shares to
     be covered by Options granted to Outside Directors.

          (ii) Each Outside Director shall be automatically granted an Option to
     purchase  15,000  Shares (the "First  Option")  upon the date on which such
     person  first  becomes  a  Director,   whether  through   election  by  the
     shareholders  of the Company or  appointment  by the Board of  Directors to
     fill a vacancy.

          (iii) After a First Option has been  granted to any Outside  Director,
     each Outside Director shall  thereafter be automatically  granted an Option
     to  purchase  7,500  Shares  (a  "Subsequent  Option")  on the  day of each
     subsequent  annual  shareholders  meeting at which such Outside Director is
     reelected to an  additional  term;  provided,  however,  that no Subsequent
     Option shall be granted for the first annual shareholders meeting following
     the grant of a First Option to any director.

          (iv) In the event that the number of Shares  remaining  available  for
     grant  under the Plan is less than the  number  of Shares  required  for an
     automatic grant pursuant to either  subsection  (ii) or (iii) hereof,  then
     each such automatic grant shall be for that number of Shares  determined by
     dividing the total number of Shares  remaining  available  for grant by the
     number of Outside  Directors  on the  automatic  grant  date.  Any  further
     automatic  grants  shall  then be  deferred  until such  time,  if any,  as
     additional  Shares become available for grant under the Plan through action
     to  increase  the  number of Shares  which may be issued  under the Plan or
     through  cancellation or expiration of Options previously granted under the
     Plan.

          (v) The terms of an Option granted  hereunder shall be consistent with
     the requirements  set forth elsewhere in this plan,  except that the Option
     shall become exercisable in installments  cumulatively with respect to 1/36
     of the Shares for each complete  calendar  month after the date of grant of
     such Option.

          (vi) The number of Shares  granted  pursuant to  subsections  (ii) and
     (iii)  hereof  shall be adjusted  proportionately  in  connection  with any
     change in the Company's capitalization as described in Section 12.

<page>

15. Amendment and Termination of the Plan.

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend or terminate the Plan.

     (b) Shareholder Approval.  The Company shall obtain shareholder approval of
any Plan  amendment  to the  extent  necessary  and  desirable  to  comply  with
Applicable Laws and Section 15(c) below.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
suspension or  termination of the Plan or any Option shall (i) impair the rights
of any Optionee,  unless mutually agreed otherwise  between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the  Company or (ii) permit the  reduction  of the  exercise  price of an Option
after it has been granted (except for adjustments  made pursuant to Section 12),
unless approved by the Company's  shareholders.  Neither may the  Administrator,
without  the  approval of the  Company's  shareholders,  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.  Termination of the Plan shall not affect the  Administrator's
ability to exercise the powers  granted to it hereunder  with respect to Options
granted  under the Plan prior to the date of such  termination.  Any increase in
the number of shares  subject to the Plan,  other  than  pursuant  to Section 12
hereof, shall be approved by the Company's shareholders.

16. Conditions Upon Issuance of Shares.

     (a) Legal  Compliance.  Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with  Applicable  Laws and shall be further  subject to
the  approval of counsel for the Company with  respect to such  compliance.

     (b)  Investment  Representations.  As a  condition  to the  exercise  of an
Option,  the Company may require the person  exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company,  such a representation  is
required.

17.  Inability  to Obtain  Authority.  The  inability  of the  Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

18.  Reservation of Shares.  The Company,  during the term of this Plan, will at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

19.  Shareholder  Approval.  The  Plan  shall  be  subject  to  approval  by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such  shareholder  approval shall be obtained in the manner and to the
degree required under Applicable Laws.

<PAGE>


                           TRIMBLE NAVIGATION LIMITED

                    2002 STOCK PLAN - STOCK OPTION AGREEMENT

     Unless otherwise  defined herein,  the capitalized terms used in this Stock
Option  Agreement  shall  have the same  defined  meanings  as set  forth in the
Company's 2002 Stock Plan.

I. NOTICE OF STOCK OPTION GRANT

         Name:

         Address:

         You have been granted an option to purchase  shares of the Common Stock
of the Company,  subject to the terms and  conditions of the Plan and this Stock
Option Agreement, as follows:

         Grant Number                      __________________________________

         Date of Grant                     __________________________________

         Vesting Commencement Date         __________________________________

         Exercise Price per Share          $_________________________________

         Total Number of Shares Granted    __________________________________

         Total Exercise Price              $_________________________________

         Type of Option:                   ___ Incentive Stock Option

                                           ___ Nonstatutory Stock Option

         Term/Expiration Date:             __________________________________

         Vesting Schedule:

         This Option shall be  exercisable,  in whole or in part,  in accordance
with the following schedule:

         20% of the Shares subject to this Option shall vest twelve months after
the Vesting  Commencement  Date, and 1/60th of the Shares subject to this Option
shall vest each  month  thereafter  on the same day of the month as the  Vesting
Commencement  Date,  such that 100% of the Shares  subject to this Option  shall
vest five (5) years from the Vesting  Commencement  Date subject to the Optionee
continuing to be a Service Provider on such dates.

<page>

         Termination Period:

         This Option may be exercised for three (3) months after Optionee ceases
to be a Service  Provider.  Upon the death or Disability  of the Optionee,  this
Option may be exercised for twelve months after Optionee  ceases to be a Service
Provider.   In  no  event  shall  this  Option  be  exercised   later  than  the
Term/Expiration Date as provided above.


II. AGREEMENT

     A. Grant of Option.

     The Plan  Administrator  of the Company hereby grants to the Optionee named
in the Notice of Grant attached as Part I of this Agreement (the  "Optionee") an
option  (the  "Option")  to purchase  the number of Shares,  as set forth in the
Notice  of Grant,  at the  exercise  price per share set forth in the  Notice of
Grant (the "Exercise  Price"),  subject to the terms and conditions of the Plan,
which is incorporated herein by reference. Subject to Section 15(c) of the Plan,
in the event of a conflict  between the terms and conditions of the Plan and the
terms and conditions of this Option  Agreement,  the terms and conditions of the
Plan shall prevail.

     If designated in the Notice of Grant as an Incentive  Stock Option ("ISO"),
this Option is intended to qualify as an Incentive  Stock  Option under  Section
422 of the Code.  However,  if this Option is intended to be an Incentive  Stock
Option,  to the extent that it exceeds the $100,000 rule of Code Section  422(d)
it shall be treated as a  Nonstatutory  Stock  Option  ("NSO").

     B. Exercise of Option.

     (a) Right to  Exercise.  This  Option  is  exercisable  during  its term in
accordance  with the  Vesting  Schedule  set out in the  Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

     (b)  Method of  Exercise.  This  Option is  exercisable  by (i)  electronic
exercise in  accordance  with an  approved  automated  exercise  program or (ii)
delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"),  which shall state the election to exercise the Option,  the number of
Shares  in  respect  of which  the  Option is being  exercised  (the  "Exercised
Shares"),  and such other  representations  and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
completed  by the Optionee and  delivered  to the Company.  The Exercise  Notice
shall be  accompanied  by  payment  of the  aggregate  Exercise  Price as to all
Exercised  Shares.  This Option shall be deemed to be exercised  upon receipt by
the Company of the Exercise Price.

     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such  issuance  and  exercise  complies  with  Applicable  Laws.  Assuming  such
compliance,  for income tax purposes the  Exercised  Shares shall be  considered
transferred  to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

<page>

C. Method of Payment.

     Payment of the aggregate  Exercise  Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:

          1. cash; or

          2. check; or

          3.  consideration  received by the Company  under a cashless  exercise
     program implemented by the Company in connection with the Plan; or

          4. surrender of other Shares which (i) in the case of Shares  acquired
     either  directly or  indirectly  from the  Company,  have been owned by the
     Optionee  for more than six (6) months on the date of  surrender,  and (ii)
     have a Fair Market  Value on the date of surrender  equal to the  aggregate
     Exercise Price of the Exercised Shares.

D. Non-Transferability of Option.

     This Option may not be transferred in any manner  otherwise than by will or
by the laws of descent or distribution  and may be exercised during the lifetime
of  Optionee  only by the  Optionee.  The  terms of the  Plan  and  this  Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

E. Term of Option.

     This Option may be exercised  only within the term set out in the Notice of
Grant,  and may be exercised  during such term only in accordance  with the Plan
and the terms of this Option Agreement.

F. Tax Obligations.

     (a) Withholding  Taxes.  Optionee agrees to make  appropriate  arrangements
with the Company (or the Parent or Subsidiary  employing or retaining  Optionee)
for the  satisfaction  of all  Federal,  state,  local and  foreign  income  and
employment  tax  withholding  requirements  applicable  to the Option  exercise.
Optionee  acknowledges  and  agrees  that the  Company  may  refuse to honor the
exercise  and  refuse to  deliver  Shares if such  withholding  amounts  are not
delivered at the time of exercise.

     (b)  Notice of  Disqualifying  Disposition  of ISO  Shares.  If the  Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the
later of (1) the date two years  after  the Date of  Grant,  or (2) the date one
year after the date of  exercise,  the  Optionee  shall  immediately  notify the
Company in writing of such  disposition.  Optionee  agrees that  Optionee may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized by the Optionee.

<PAGE>

G. Entire Agreement; Governing Law.

     The Plan is  incorporated  herein by  reference.  The Plan and this  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Optionee  with  respect to the  subject  matter
hereof, and may not be modified  adversely to the Optionee's  interest except by
means of a  writing  signed by the  Company  and  Optionee.  This  agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
the state of California.

H. NO GUARANTEE OF CONTINUED SERVICE.

     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING  SCHEDULE  HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE  PROVIDER AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED,  BEING  GRANTED
AN OPTION OR PURCHASING  SHARES  HEREUNDER).  OPTIONEE FURTHER  ACKNOWLEDGES AND
AGREES THAT THIS  AGREEMENT,  THE  TRANSACTIONS  CONTEMPLATED  HEREUNDER AND THE
VESTING  SCHEDULE  SET FORTH  HEREIN DO NOT  CONSTITUTE  AN  EXPRESS  OR IMPLIED
PROMISE OF CONTINUED  ENGAGEMENT AS A SERVICE  PROVIDER FOR THE VESTING  PERIOD,
FOR ANY PERIOD,  OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE  OPTIONEE'S  RELATIONSHIP AS A SERVICE  PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

     By Optionee's  signature and the signature of the Company's  representative
below,  Optionee  and the Company  agree that this  Option is granted  under and
governed  by the terms and  conditions  of the Plan and this  Option  Agreement.
Optionee has reviewed the Plan and this Option Agreement in their entirety,  has
had an  opportunity  to obtain  the advice of counsel  prior to  executing  this
Option  Agreement and fully  understands  all  provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to
the Plan and Option  Agreement.  Optionee  further  agrees to notify the Company
upon any change in the residence address indicated below.


OPTIONEE:                                   TRIMBLE NAVIGATION LIMITED

____________________________                ___________________________________
Signature                                   By

____________________________                ___________________________________
Print Name                                  Print Name

____________________________                ___________________________________
Residence Address                           Title


<page>


                           TRIMBLE NAVIGATION LIMITED

                    2002 STOCK PLAN - STOCK OPTION AGREEMENT

                            (Outside Director Option)

     Unless otherwise  defined herein,  the capitalized terms used in this Stock
Option  Agreement  shall  have the same  defined  meanings  as set  forth in the
Company's 2002 Stock Plan.

I. NOTICE OF STOCK OPTION GRANT

         Name:

         Address:

     You have been  granted an option to purchase  shares of the Common Stock of
the  Company,  subject  to the terms and  conditions  of the Plan and this Stock
Option Agreement, as follows:

         Grant Number                       __________________________________

         Date of Grant                      __________________________________

         Vesting Commencement Date          __________________________________

         Exercise Price per Share           $_________________________________

         Total Number of Shares Granted     __________________________________

         Total Exercise Price               $_________________________________

         Type of Option:                    Nonstatutory Stock Option

         Term/Expiration Date:              __________________________________

         Vesting Schedule:

         This Option shall be  exercisable,  in whole or in part,  in accordance
with the following schedule:

         This  option  shall vest and become  exercisable  cumulatively,  to the
extent of 1/36th of the Shares subject to the Option for each complete  calendar
month after the date of grant of the Option.

<page>

         Termination Period:

         This Option may be exercised for three (3) months after Optionee ceases
to be a Service  Provider.  Upon the death or Disability  of the Optionee,  this
Option may be exercised for twelve months after Optionee  ceases to be a Service
Provider.   In  no  event  shall  this  Option  be  exercised   later  than  the
Term/Expiration Date as provided above.

II. AGREEMENT

A. Grant of Option.

     The Plan  Administrator  of the Company hereby grants to the Optionee named
in the Notice of Grant attached as Part I of this Agreement (the  "Optionee") an
option  (the  "Option")  to purchase  the number of Shares,  as set forth in the
Notice  of Grant,  at the  exercise  price per share set forth in the  Notice of
Grant (the "Exercise  Price"),  subject to the terms and conditions of the Plan,
which is incorporated herein by reference. Subject to Section 15(c) of the Plan,
in the event of a conflict  between the terms and conditions of the Plan and the
terms and conditions of this Option  Agreement,  the terms and conditions of the
Plan shall prevail.

B. Exercise of Option.

     (a) Right to  Exercise.  This  Option  is  exercisable  during  its term in
accordance  with the  Vesting  Schedule  set out in the  Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

     (b)  Method of  Exercise.  This  Option is  exercisable  by (i)  electronic
exercise in  accordance  with an  approved  automated  exercise  program or (ii)
delivery of an exercise notice, in the form attached as Exhibit A (the "Exercise
Notice"),  which shall state the election to exercise the Option,  the number of
Shares  in  respect  of which  the  Option is being  exercised  (the  "Exercised
Shares"),  and such other  representations  and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
completed  by the Optionee and  delivered  to the Company.  The Exercise  Notice
shall be  accompanied  by  payment  of the  aggregate  Exercise  Price as to all
Exercised  Shares.  This Option shall be deemed to be exercised  upon receipt by
the Company of the Exercise Price.

     No Shares shall be issued  pursuant to the  exercise of this Option  unless
such  issuance  and  exercise  complies  with  Applicable  Laws.  Assuming  such
compliance,  for income tax purposes the  Exercised  Shares shall be  considered
transferred  to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

C. Method of Payment.

     Payment of the aggregate  Exercise  Price shall be by any of the following,
or a combination thereof, at the election of the Optionee:

          1. cash; or
<page>
          2. check; or

          3.  consideration  received by the Company  under a cashless  exercise
     program implemented by the Company in connection with the Plan; or

          4. surrender of other Shares which (i) in the case of Shares  acquired
     either  directly or  indirectly  from the  Company,  have been owned by the
     Optionee  for more than six (6) months on the date of  surrender,  and (ii)
     have a Fair Market  Value on the date of surrender  equal to the  aggregate
     Exercise  Price  of the  Exercised  Shares.

D. Non-Transferability of Option.

     This Option may not be transferred in any manner  otherwise than by will or
by the laws of descent or distribution  and may be exercised during the lifetime
of  Optionee  only by the  Optionee.  The  terms of the  Plan  and  this  Option
Agreement shall be binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.

E. Term of Option.

     This Option may be exercised  only within the term set out in the Notice of
Grant,  and may be exercised  during such term only in accordance  with the Plan
and the terms of this Option Agreement.

F. Tax Obligations.

     Withholding  Taxes.  Optionee agrees to make appropriate  arrangements with
the Company (or the Parent or  Subsidiary  employing or retaining  Optionee) for
the satisfaction of all Federal,  state, local and foreign income and employment
tax  withholding  requirements  applicable  to  the  Option  exercise.  Optionee
acknowledges  and agrees that the Company may refuse to honor the  exercise  and
refuse to deliver  Shares if such  withholding  amounts are not delivered at the
time of exercise.

G. Entire Agreement; Governing Law.

     The Plan is  incorporated  herein by  reference.  The Plan and this  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Optionee  with  respect to the  subject  matter
hereof, and may not be modified  adversely to the Optionee's  interest except by
means of a  writing  signed by the  Company  and  Optionee.  This  agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
the state of California.

     By Optionee's  signature and the signature of the Company's  representative
below,  Optionee  and the Company  agree that this  Option is granted  under and
governed  by the terms and  conditions  of the Plan and this  Option  Agreement.
Optionee has reviewed the Plan and this Option Agreement in their entirety,  has
had an  opportunity  to obtain  the advice of counsel  prior to  executing  this
Option  Agreement and fully  understands  all  provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to
the Plan and Option  Agreement.  Optionee  further  agrees to notify the Company
upon any change in the residence address indicated below.


OPTIONEE:                                  TRIMBLE NAVIGATION LIMITED

___________________________                 ___________________________________
Signature                                   By

___________________________                 ___________________________________
Print Name                                  Print Name

___________________________                 ___________________________________
Residence Address                           Title



<PAGE>


                                    EXHIBIT A

                           TRIMBLE NAVIGATION LIMITED

                                 2002 STOCK PLAN

                                 EXERCISE NOTICE



Trimble Navigation Limited
749 North Mary Avenue
Sunnyvale, CA 94085


Attention:  Stock Administrator

     1. Exercise of Option. Effective as of today, ________________,  _____, the
undersigned  ("Purchaser") hereby elects to purchase  ______________ shares (the
"Shares") of the Common  Stock of Trimble  Navigation  Limited  (the  "Company")
under and  pursuant  to the 2002 Stock Plan (the  "Plan")  and the Stock  Option
Agreement dated, ______________ (the "Option Agreement").  Subject to adjustment
in  accordance  with Section 12 of the Plan,  the purchase  price for the Shares
shall be $_____, as required by the Option Agreement.

     2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares together with any required withholding taxes to be
paid in connection with the exercise of the Option.

     3. Representations of Purchaser.  Purchaser acknowledges that Purchaser has
received,  read and understood  the Plan and the Option  Agreement and agrees to
abide by and be bound by their terms and conditions.

     4.  Rights  as  Shareholder.  Until  the  issuance  (as  evidenced  by  the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the  Company) of the Shares,  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 Shares so acquired shall
be issued to the Optionee as soon as  practicable  after exercise of the Option.
No  adjustment  will be made for a dividend  or other right for which the record
date is prior to the date of  issuance,  except as provided in Section 12 of the
Plan.

     5. Tax  Consultation.  Purchaser  understands  that  Purchaser  may  suffer
adverse tax  consequences as a result of Purchaser's  purchase or disposition of
the Shares.  Purchaser  represents  that  Purchaser has  consulted  with any tax
consultants  Purchaser  deems  advisable  in  connection  with the  purchase  or
disposition  of the Shares and that  Purchaser is not relying on the Company for
any tax advice.

<page>

     6. Entire  Agreement;  Governing  Law.  The Plan and Option  Agreement  are
incorporated  herein  by  reference.  This  Agreement,  the Plan and the  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Purchaser  with  respect to the subject  matter
hereof, and may not be modified adversely to the Purchaser's  interest except by
means of a writing  signed by the  Company  and  Purchaser.  This  agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
the state of California.


Submitted by:                              Accepted by:

______________________________             ______________________________
PURCHASER:                                 TRIMBLE NAVIGATION LIMITED

______________________________             ______________________________
Signature                                  By

______________________________             ______________________________
Print Name                                 Print Name

Address:                                   ______________________________
______________________________

______________________________


                                           ______________________________
                                           Date Received












</TEXT>
</DOCUMENT>
