EXHIBIT 10.5
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE
PLAN
(as amended March 6, 2009)
The following constitute the provisions of the Employee Stock Purchase Plan of Trimble Navigation Limited.
1.
Purpose
. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended, although the Company makes no undertaking nor
representation to maintain such qualification. In addition, this Plan document authorizes the grant of options under a non-423(b) component to the Plan which do not qualify under Section 423(b) of the Code pursuant to rules, procedures or
sub-plans adopted by the Board (or a committee authorized by the Board) designed to achieve tax, securities law compliance or other Company objectives.
2.
Definitions
.
(a) “
Board
” shall mean the Board of
Directors of the Company.
(b) “
Brokerage Account
” means the general securities brokerage account, or such
other account or record determined appropriate by the Company, established and maintained for the Plan with any entity selected by the Company, in its discretion, to assist in the administration of, and purchase of shares under the Plan.
(c) “
Code
” shall mean the Internal Revenue Code of 1986, as amended.
(d) “
Common Stock
” shall mean the Common Stock of the Company.
(e) “
Code Section 423(b) Plan Component
” means the component of this Plan which is designed to meet the
requirements set forth in Section 423(b) of the Code. The provisions of the Code Section 423(b) Plan Component shall be construed, administered and enforced in accordance with Section 423(b) of the Code.
(f) “
Company
” shall mean Trimble Navigation Limited.
(g) “
Compensation
” shall mean all regular straight time gross earnings, commissions, overtime, shift premium, lead pay
and other similar compensation, but excluding bonuses resulting from any profit sharing plans, automobile allowances, relocation and other non-cash compensation. Unless determined otherwise by the Board (or a committee authorized by the Board),
“Compensation” shall not include incentive bonuses.
(h) “
Continuous Status as an Employee
” shall
mean the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company, or one of its Subsidiaries,
provided that such leave is for a period of not more than 90 days or reemployment upon the expiration of such leave is guaranteed by contract or statute.
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(i) “
Designated Subsidiaries
” shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. The Board (or a committee authorized by the Board) will determine whether employees of any Designated Subsidiary shall participate in the Code
Section 423(b) Plan Component or the Non-423(b) Plan Component.
(j) “
Employee
” shall mean any person,
including an officer, who is an employee of the Company or a Designated Subsidiary. The Board (or a committee authorized by the Board) shall have the discretion to limit offerings under the Plan to employees of the Company or a Designated Subsidiary
whose customary employment with the Company or a Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any calendar year, provided that these eligibility requirements are applied uniformly to
employees offered participation in the Code Section 423(b) Plan Component of the Plan.
(k) “
Enrollment
Date
” shall mean the first day of each Offering Period.
(l) “
Exercise Date
” shall mean the last day
of each Offering Period.
(m) “
Maximum Offering
” shall mean, with respect to some or all participants in the
Non-423(b) Plan Component, a maximum number or value of shares of the Common Stock made available for purchase in a specified period (e.g., a 12-month period) in specified countries, locations or to Employees of specified Designated Subsidiaries.
Such maximum shall be determined by the Board (or a committee authorized by the Board) in such a manner as to avoid securities filings, to achieve certain tax results or to meet other Company objectives.
(n) “
Non-423(b) Plan Component
” means a component of this Plan which does not meet the requirements set forth in
Section 423(b) of the Code, as amended.
(o) “
Offering Period
” shall mean a period of six
(6) months during which an option granted pursuant to the Plan may be exercised, or different period as determined by the Board, provided no Offering Period exceeds twenty-seven (27) months. Notwithstanding the foregoing, the first
Offering Period shall commence August 15, 1988 and end December 31, 1988 and the Offering Period commencing July 1, 2006 shall end February 28, 2007.
(p) “
Option Price
” shall mean the lower of (i) eighty-five percent (85%) of the fair market value of a share of Common Stock on the Enrollment Date or (ii) eighty-five
percent (85%) of the fair market value of a share of Common Stock on the Exercise Date unless the Board (or a committee authorized by the Board) sets an option price higher than this amount.
(q) “
Plan
” shall mean this Amended and Restated Employee Stock Purchase Plan, as set forth in this document and as
hereafter amended from time to time, which includes a Code Section 423(b) Plan Component and a Non-423(b) Plan Component.
(r) “
Subsidiary
” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.
3.
Eligibility
.
(a) Any Employee as defined in paragraph 2 who is
employed by the Company or a Designated Subsidiary at the time that the subscription agreement is required to be submitted for a given
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Offering Period is eligible to participate in the Plan for that Offering Period (subject to paragraph 10 below). However, the Board (or a committee authorized by the Board) shall have the
discretion to set a minimum waiting period for Employees to become eligible to participate in an Offering Period provided that period is not more than two (2) years after employment with the Company or a Designated Subsidiary begins. However,
notwithstanding the foregoing, for purposes of the first Offering Period only, any Employee defined in paragraph 2 who was employed by the Company or one of its Subsidiaries as of August 9, 1988 shall be eligible to participate in the
Plan.
(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan
(i) if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits his or her rights to purchase stock under all employee stock purchase
plans of the Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which
such option is outstanding at any time (or other such limit, as imposed under Section 423 of the Code or final regulations issued thereunder).
4.
Offering Periods
. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on or about January 1 and July 1 of each year; provided, however,
that the first Offering Period shall commence on or about August 15, 1988. Effective in 2007 and thereafter new Offering Periods shall commence on or about March 1 and September 1 of each year. The Plan shall continue thereafter until
terminated in accordance with paragraph 19 hereof. Subject to the shareholder approval requirements of paragraph 19, the Board shall have the power to change the commencement or duration of Offering Periods with respect to future offerings
without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected. The Board (or a committee authorized by the Board) may decide that for
administrative reasons, the payroll deductions related to the last pay date during the Offering Period will not be applied to the purchase of shares for that particular Offering Period, but instead will be rolled over to the following Offering
Period (provided that the participant is participating in the following Offering Period).
5.
Participation
.
(a) An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll
deductions in the form required by the Company and filing it with the Company (or third party designated by the Company) by the time specified by the Company, as set forth in the subscription agreement, unless a later time for filing the
subscription agreement is set by the Board (or a committee authorized by the Board) for all eligible Employees with respect to a given Offering Period.
(b) A participant’s authorized payroll deductions shall be deducted from each paycheck paid during an Offering Period and shall continue until changed by the participant, as provided in paragraph 10
or by amendment or termination of this Plan.
6.
Payroll Deductions
.
(a) At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each
payday during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he receives on each payday during the Offering Period, and
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the aggregate of such payroll deductions during the Offering Period shall not exceed ten percent (10%) of the participant’s aggregate Compensation during said Offering Period.
(b) All payroll deductions made for a participant shall be credited to his or her account under the Plan. A participant may
not make any additional payments into such account.
(c) A participant may discontinue his or her participation in the Plan as
provided in paragraph 10, or may decrease, but not increase, the rate of his or her payroll deductions during the Offering Period (within the limitations of paragraph 6(a)) by completing or filing with the Company a new subscription agreement
authorizing a change in payroll deduction rate. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s receipt of the new subscription agreement. A participant’s
subscription agreement shall remain in effect for successive Offering Periods unless revised as provided herein or terminated as provided in paragraph 10.
(d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and paragraph 3(b) herein, a participant’s payroll deductions may be decreased to 0%
at such time during any Offering Period which is scheduled to end during the current calendar year (the “Current Offering Period”) that the aggregate of all payroll deductions which were previously used to purchase stock under the Plan in
a prior Offering Period which ended during that calendar year plus all payroll deductions accumulated with respect to the Current Offering Period equal $21,250. Payroll deductions shall recommence at the rate provided in such participant’s
subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in paragraph 10.
(e) Notwithstanding any provisions to the contrary in the Plan, the Board may allow Employees to participate in the Plan via cash
contributions instead of payroll deductions if payroll deductions are not permitted under applicable local law (and if the Employee is participating in the Non-423(b) Plan Component if not permitted under Section 423 of the Code).
7.
Grant of Option
.
(a) On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on each Exercise Date of such Offering Period up to
a number of shares of Common Stock determined by dividing such Employee’s payroll deductions accumulated prior to such Exercise Date and retained in the participant’s account as of the Exercise Date by the Option Price; provided that in no
event shall an Employee be permitted to purchase more than 12,500 shares of Common Stock on any Exercise Date (as adjusted pursuant to paragraph 18, if applicable), and provided further that such purchase shall be subject to the limitations set
forth in paragraphs 3(b) and 12 hereof. Exercise of the option shall occur as provided in paragraph 8, unless the participant has withdrawn pursuant to paragraph 10, and shall expire on the last day of the Offering Period. Fair market
value of a share of Common Stock shall be determined as provided in paragraph 7(b) herein.
(b) The fair market value of
Common Stock on a given date shall be determined by the Board in its discretion; provided, however, that where there is a public market for the Common Stock, the fair market value per share shall be the closing price of the Common Stock for such
date, as reported by the NASDAQ National Market System, or, in the event the Common Stock is listed on a different stock exchange, the fair market value per share shall be the closing price on such exchange on such date, as reported in the Wall
Street Journal, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported.
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8.
Exercise of Option
. Unless a participant withdraws from the Plan as provided in
paragraph 10 below, his or her option for the purchase of shares will be exercised automatically on the Exercise Date, and the maximum number of whole shares subject to the option shall be purchased for such participant at the applicable option
price with the accumulated payroll deductions in his or her account. The shares purchased hereunder will be credited to the Brokerage Account. No fractional shares will be purchased and any payroll deductions accumulated in a participant’s
account which are not used to purchase shares shall remain in the participant’s account for the subsequent Offering Period, subject to an earlier withdrawal as provided in paragraph 10. During a participant’s lifetime, a
participant’s option to purchase shares hereunder is exercisable only by him or her.
9.
Delivery
. A participant
hereunder may elect at any time on a form acceptable to the Company to have all or part of the shares credited to the Brokerage Account on his or her behalf sold at participant’s expense and cash paid to participant. A participant under the
Code Section 423(b) Plan Component hereunder may elect, at any time after two (2) years following the Exercise Date of any Offering Period and on a form acceptable to the Company, to have all or part of the shares purchased with respect to
such Offering Period and credited to the Brokerage Account on his or her behalf: (i) transferred to the participant’s individual brokerage account established at the participant’s expense; (ii) issued to the participant or his or
her designee in the form of a stock certificate.
10.
Withdrawal; Termination of Employment
.
(a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice to the Company (or third party designated by the Company) in the form required by the Company. All of the participant’s payroll deductions credited to his or her
account will be paid to such participant promptly after receipt of notice of withdrawal and such participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be
made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.
(b) Upon termination of the participant’s Continuous Status as an Employee prior to the Exercise Date for any reason,
including retirement or death, (i) the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option will be returned to such participant or, in the case of his or her death,
to the person or persons entitled thereto under paragraph 14, and such participant’s option will be automatically terminated, and (ii) the participant’s interest in the Brokerage Account shall be liquidated in the following
manner. As part of the procedure to liquidate the participant’s interest in the Brokerage Account, the participant may elect in writing, on a form acceptable to the Company and received by the designated person at the Company within thirty
(30) days of the termination, to have the number of shares credited to the Brokerage Account on behalf of the participant sold at the participant’s expense and cash paid to the participant, or to have such shares transferred to the
participant’s individual brokerage account established at the participant’s expense. If the participant does not request a sale or transfer by the deadline set forth above or requests to receive a stock certificate, a certificate for the
shares credited to the Brokerage Account on his or her behalf will be issued to the participant.
(c) A participant’s
withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the
Offering Period from which the participant withdraws.
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11.
Interest
. No interest shall accrue on the payroll deductions of a participant in
the Plan, except as may be required by applicable law, as determined by the Company, for participants in the Non-423(b) Plan Component (or the Code Section 423(b) Plan Component if permitted under Code Section 423).
12.
Stock
.
(a) The maximum number of shares of Common Stock which shall be made available for sale under the Plan shall be 15,550,000 million shares, subject to adjustment upon changes in capitalization of the
Company as provided in paragraph 18. If on a given Exercise Date the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan or the Maximum Offering, if any, the Company
shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. The pro rata allocation shall be limited, in the case of exceeding the Maximum
Offering, to those participants in the countries, locations or Designated Subsidiaries in the specified Maximum Offering.
(b)
The participant will have no interest or voting right in shares covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse.
13.
Administration
. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its committee shall be final, conclusive and binding upon all participants. Members of the Board who are eligible Employees are permitted to participate in the Plan.
14.
Designation of Beneficiary
.
(a) If permitted by the Board (or a committee authorized by the Board), a participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the
participant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may
file a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option, if permitted by the Board (or a committee
authorized by the Board).
(b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor,
administrator or personal representative of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the
spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
15.
Transferability
. Neither payroll deductions credited to a participant’s account nor any rights with regard to the
exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in paragraph 14 hereof) by the participant.
Any such attempt at assignment,
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transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with
paragraph 10.
16.
Use of Funds
. All payroll deductions received or held by the Company under the Plan may be used
by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.
17.
Reports
. Individual accounts will be maintained for each participant in the Plan. Statements of account will be given to participating Employees semi-annually promptly following the Exercise Date, which statements will set forth the amounts
of payroll deductions, the per share purchase price, the number of shares purchased and the remaining cash balance, if any.
18.
Adjustments Upon Changes in Capitalization
. Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under
option (collectively, the “Reserves”), as well as the price per share of Common Stock covered by each option under the Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the
Board. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, any Offering Periods then in progress shall be shortened by setting a new Exercise Date
(the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each participant
in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised
automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in paragraph 10 hereof.
19.
Amendment or Termination
. The Board may, at any time and for any reason, terminate or amend the Plan. Except as provided in paragraph 18, no such termination can adversely affect options
previously granted, provided that an Offering Period may be terminated by the Board on any Exercise Date if the Board determines that the termination of the Plan is in the best interests of the Company and its shareholders. In addition, to the
extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law or regulation), the Company shall obtain shareholder approval in such a manner and to such a degree as so required.
20.
Notices
. All notices or other communications by a participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
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21.
Shareholder Approval
. Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and degree required under the applicable state and federal tax and securities laws.
22.
Conditions Upon Issuance of Shares
. Shares shall not be issued with respect to an option unless the
exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
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 by any of the aforementioned applicable provisions of law.
23.
Tax Withholding
. The Company
or any Subsidiary, as appropriate, shall have the authority and the right to deduct or withhold, or require an Employee to remit to the Company or one of its Subsidiaries, an amount sufficient to satisfy U.S. federal, state, and local taxes and
taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes that may be due) required by law to be withheld with respect to any taxable event concerning an
Employee arising as a result of his or her participation in the Plan or to take such other action as may be necessary in the opinion of the Company or a Subsidiary, as appropriate, to satisfy withholding obligations for the payment of taxes. The
Board (or a committee authorized by the Board) may in its discretion and in satisfaction of the foregoing requirement, allow a participant to elect to have the Company withhold shares otherwise issuable at exercise (or allow the return of shares)
having a fair market value equal to the sums required to be withheld. No shares shall be delivered hereunder to any Employee until the Employee or such other person has made arrangements acceptable to the Company for the satisfaction of these tax
obligations with respect to any taxable event concerning the Employee’s participation in the Plan.
24.
No Right to
Employment or Services
. Nothing in the Plan or any subscription agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Employee’s employment at any time, nor confer upon any Employee
any right to continue in the employ of the Company or any Subsidiary.
25.
Code Section 409A.
The Code
Section 423(b) Plan Component is exempt from the application of section 409A of the Code. The Non-423(b) Plan Component is intended to be exempt from section 409A of the Code under the short-term deferral exception and any ambiguities in the
Plan shall be construed and interpreted in accordance with such intent. In furtherance of this interest, any provision in the Plan to the contrary notwithstanding, if the Board determines that an option to purchase Common Stock granted under the
Plan may be subject to section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject to section 409A of the Code, the Board may amend the terms of the Plan and/or of an outstanding option granted under
the Plan, or take such other action the Board determines is necessary or appropriate, in each case, without the participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any
such options to comply with section 409A of the Code, but only to the extent any such amendments or action by the Board would not violate section 409A of the Code. Anything in the foregoing to the contrary
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notwithstanding, the Company shall have no liability to a participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with
section 409A of the Code is not so exempt or compliant or for any action taken by the Board or a committee appointed by the Board with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is
compliant with section 409A of the Code.
26.
Term of Plan
. The Plan shall continue in effect until September 30,
2018 unless sooner terminated under paragraph 19.
27.
Governing Law; Severability.
The Plan and all
determinations made and actions taken thereunder shall be governed by the internal substantive laws, and not the choice of law rules, of the State of California and construed accordingly, to the extent not superseded by applicable federal law. If
any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof, each of which shall remain
in full force and effect.
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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
FOR EMPLOYEES IN THE U.S.
Location
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Original Application
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Enrollment Date:
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Change in Payroll Deduction Rate
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Change of Beneficiary(ies)
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1.
hereby elects to participate in the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan
(the “Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Stock Purchase Plan. All capitalized terms not defined in this Subscription Agreement
shall have the same meanings as set forth in the Stock Purchase Plan.
2. I hereby authorize payroll deductions from each
paycheck in the amount of
% of my Compensation on each payday (not to exceed 10%) during the Offering Period in accordance with the Stock Purchase Plan.
Include bonuses as part of Compensation subject to
payroll deduction.
Exclude bonuses from
Compensation subject to payroll deduction.
3. I understand that said payroll deductions shall be accumulated for the purchase
of shares of Common Stock at the applicable purchase price determined in accordance with the Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically
exercise my option.
4. I have received a copy of the complete “Trimble Navigation Limited Amended and Restated Employee
Stock Purchase Plan.” I understand that my participation in the Stock Purchase Plan is in all respects subject to the terms of the Stock Purchase Plan.
5. Shares purchased for me under the Stock Purchase Plan should be issued in the name(s) of:
.
6. I understand that if I am a U.S. tax resident and I dispose of any
shares received by me pursuant to the Stock Purchase Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or within 1 year after the Exercise Date, I will be treated for U.S.
federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were delivered to me over the price which I paid for the
shares.
I hereby agree to notify the Company in writing within 30 days after the date of any such disposition
. However, if I dispose of such shares at any time after the expiration of the holding period set forth above, I understand that I
will be treated for U.S. federal income tax purposes as having received income only at the time of such disposition, and that such income will be
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taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price
which I paid for the shares under the option, or (2) the excess of the fair market value of the shares over the option price, measured as if the option had been exercised on the Enrollment Date. The remainder of the gain, if any, recognized on
such disposition will be taxed as capital gain.
7. I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Stock Purchase Plan.
8.
In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Stock Purchase Plan:
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NAME: (Please print)
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(First)
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(Middle)
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(Last)
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NAME: (Please print)
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(First)
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(Middle)
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(Last)
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Employee’s Social Security Number:
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Employee’s Address:
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9. Regardless of any action the Company and/or my actual employer if the Company is not my employer
(collectively, the “Company”) takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related items relating to my participation in the Stock Purchase Plan and legally applicable to me
(“Tax-Related Items”), I acknowledge that the ultimate liability for all Tax-Related Items is and remains my responsibility and may exceed the amount actually withheld by the Company. I further acknowledge that the Company (1) makes
no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the stock purchase right grant, including the grant, purchase of shares, the subsequent sale of shares of Common Stock acquired
pursuant to such purchase and the receipt of any dividends; and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the stock purchase rights to reduce or eliminate my liability for Tax-Related
Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction during the Offering Period, I acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than
one jurisdiction.
Prior to the purchase of shares, I shall pay or make adequate arrangements satisfactory to the Company to satisfy all
Tax-Related Items. In this regard, I authorize the Company, or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Compensation paid in
cash to me by the Company; or (b) withholding from the proceeds of the sale of shares of Common Stock that I acquire, either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this
authorization); or (c) withholding in shares of Common Stock to be issued to me.
To avoid negative accounting treatment, the Company may
withhold or account for Tax-Related Items by considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes,
I am deemed to have been issued the full number of shares of Common Stock purchased, notwithstanding that some shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of my
participation in the Stock Purchase Plan.
Finally, I shall pay to the Company any amount of Tax-Related Items that the Company may be
required to withhold or account for as a result of my participation in the Stock Purchase Plan or my purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the purchase and
refuse to issue and/or deliver the shares of Common Stock if I fail to comply with my obligations in connection with the Tax-Related Items.
10. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the
Stock Purchase Plan, or my acquisition or sale of the underlying shares of Common Stock; and I am advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Stock Purchase Plan before taking any
action related to the Stock Purchase Plan.
11. In accepting the grant, I acknowledge that: (a) the Stock
Purchase Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of stock purchase rights is voluntary and occasional and
does not create any contractual or other right to receive future grants, or benefits in lieu of grants, even if stock purchase rights have been granted repeatedly in the past; (c) all decisions with respect to future grants of stock purchase
rights, if any, will be at the sole discretion of the Company; (d) my participation in the Stock Purchase Plan shall not create a right to further employment with the Company and shall not interfere with the ability of the Company or my actual
employer if the Company is not my employer to terminate my employment relationship at any time with or without cause; (e) I am voluntarily
12
participating in the Stock Purchase Plan; (f) the stock purchase rights and the underlying shares of Common Stock are an extraordinary item that does not constitute compensation of any kind
for services of any kind rendered to the Company, and which is outside the scope of my employment contract, if any; (g) the stock purchase rights and the underlying shares of Common Stock are not intended to replace any pension rights or
compensation; (h) the stock purchase rights are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, unfair dismissal,
end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary;
(i) the grant will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (j) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(k) the value of shares purchased may increase or decrease in value, even below the purchase price; (l) no claim or entitlement to compensation or damages shall arise from termination of the stock purchase rights or diminution in value of
the shares of Common Stock purchased under the Stock Purchase Plan resulting from termination of my employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws), and, in consideration of the grant, to which
I am not otherwise entitled, I irrevocably agree never to institute any claim against the Company or my actual employer if the Company is not my employer, and release the Company from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is allowed by a court of competent jurisdiction, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claims; and
(m) in the event of termination of my employment (whether or not in breach of local labor laws), my right to receive the stock purchase rights and purchase shares under the Stock Purchase Plan, if any, will terminate effective as of the date
that I am no longer actively employed and will not be extended by any notice period mandated under local law (
e.g.
, active employment would not include a period of “garden leave” or similar period pursuant to local law);
furthermore, in the event of termination of employment (whether or not in breach of local labor laws) and the Board shall have the exclusive discretion to determine when I am no longer actively employed for purposes of my grant.
12. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding my participation in the Stock Purchase Plan, or my acquisition or sale of the underlying shares of Common Stock. I am hereby advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Stock
Purchase Plan before taking any action related to the Stock Purchase Plan.
13.
I hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, the Company and its Subsidiaries for the exclusive purposes of implementing,
administering and managing my participation in the Stock Purchase Plan. I understand that the Company may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social
insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all options or any other entitlement to shares of Common Stock awarded, canceled, exercised
or outstanding in my favor, for the purpose of implementing, administering and managing the Stock Purchase Plan (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and
management of the Stock Purchase Plan, that these recipients may be located outside the United States and may have different data privacy laws and protections. I understand that I may request a list with the names and addresses of any potential
recipients of the Data by contacting my local human resources representative. I authorize the
13
recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing my participation in the
Stock Purchase Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I may elect to deposit any shares of Common Stock acquired upon purchase of shares under the Stock Purchase Plan. I
understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Stock Purchase Plan. I understand that I may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing
my consent may affect my ability to participate in the Stock Purchase Plan. For more information on the consequences of my refusal to consent or withdrawal of consent, I understand that I may contact my local human resources
representative.
14. The grant of stock purchase rights and the provisions of this Subscription Agreement are
governed by, and subject to, the laws of the State of California, without regard to conflicts of law provisions. For purposes of litigating any dispute that arises under this grant or the agreement, the parties hereby submit to and consent to the
jurisdiction of the State of California, agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, where this grant is made
and/or to be performed.
15. The Company may, in its sole discretion, decide to deliver any documents related to current or
future participation in the Stock Purchase Plan by electronic means. I hereby consent to receive such documents by electronic delivery and agree to participate in the Stock Purchase Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the Company.
16. The provisions of this Subscription Agreement are
severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
17. The Company reserves the right to impose other requirements on my participation in the Stock Purchase Plan, on the grant of purchase
rights and on any shares of Common Stock acquired under the Stock Purchase Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate administration of the Stock Purchase Plan, and to
require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
18. I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
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Signature of Employee
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14
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
FOR EMPLOYEES OUTSIDE THE U.S.
Location
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Original Application
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Enrollment Date:
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Change in Payroll Deduction Rate
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Change of Beneficiary(ies)
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9.
hereby
elects to participate in the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (the “Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription
Agreement, including any special terms and conditions for my country in any appendix hereto (the “Appendix”) and the Stock Purchase Plan. All capitalized terms not defined in this Subscription Agreement shall have the same meanings as set
forth in the Stock Purchase Plan.
10. I hereby authorize payroll deductions from each paycheck in the amount of
% of my Compensation on each payday (not to exceed 10%) during the Offering Period in accordance with the Stock Purchase Plan.
Include bonuses as part of Compensation subject to payroll deduction.
Exclude bonuses from Compensation subject to payroll deduction.
11. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable purchase
price determined in accordance with the Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.
12. I have received a copy of the complete “Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan.” I
understand that my participation in the Stock Purchase Plan is in all respects subject to the terms of the Stock Purchase Plan. I understand that the grant of the option by the Company under this Subscription Agreement is subject to obtaining
shareholder approval of the Stock Purchase Plan.
13. Shares purchased for me under the Stock Purchase Plan should be issued
in the name(s) of:
.
14. I understand that if I am a U.S. tax resident and I dispose of any shares received by me pursuant to the Stock
Purchase Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or within 1 year after the Exercise Date, I will be treated for U.S. federal income tax purposes as having received
ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were delivered to me over the price which I paid for the shares.
I hereby agree to notify the Company
in writing within 30
15
days after the date of any such disposition
. However, if I dispose of such shares at any time after the expiration of the holding period set forth above, I understand that I will be
treated for U.S. federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair
market value of the shares at the time of such disposition over the purchase price which I paid for the shares under the option, or (2) the excess of the fair market value of the shares over the option price, measured as if the option had been
exercised on the Enrollment Date. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.
15. I hereby agree to be bound by the terms of the Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Stock Purchase Plan.
16. Regardless of any action the Company or my employer (the “Employer”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other tax-related items relating to my participation in the Stock Purchase Plan and legally applicable to me (“Tax-Related Items”), I acknowledge that the ultimate liability for all
Tax-Related Items is and remains my responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the stock purchase right
grant, including the grant, purchase of shares, the subsequent sale of shares of Common Stock acquired pursuant to such purchase and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of
the grant or any aspect of the stock purchase rights to reduce or eliminate my liability for Tax-Related Items or achieve any particular tax result. Further, if I have become subject to tax in more than one jurisdiction during the Offering Period, I
acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to the
purchase of shares, I shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, I authorize the Company and/or the Employer, or their respective agents, at their
discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (a) withholding from Compensation paid in cash to me by the Company and/or the Employer; or (b) withholding from the
proceeds of the sale of shares of Common Stock that I acquire, either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization); or (c) withholding in shares of Common Stock to be
issued to me.
To avoid negative accounting treatment, the Company and/or the Employer may withhold or account for Tax-Related Items by
considering applicable statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, I am deemed to have been issued the full
number of shares of Common Stock purchased, notwithstanding that some shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of my participation in the Stock Purchase Plan.
Finally, I shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to
withhold or account for as a result of my participation in the Stock Purchase Plan or my purchase of shares of Common Stock that cannot be satisfied by the means previously described. The Company may refuse to honor the purchase and refuse to issue
and/or deliver the shares of Common Stock if I fail to comply with my obligations in connection with the Tax-Related Items.
9. The Company is
not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the Stock Purchase Plan, or my acquisition or sale of the
16
underlying shares of Common Stock; and I am advised to consult with my own personal tax, legal and financial advisors regarding my participation in the Stock Purchase Plan before taking any
action related to the Stock Purchase Plan.
10. In accepting the grant, I acknowledge that: (a) the Stock
Purchase Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of stock purchase rights is voluntary and occasional and
does not create any contractual or other right to receive future grants, or benefits in lieu of grants, even if stock purchase rights have been granted repeatedly in the past; (c) all decisions with respect to future grants of stock purchase
rights, if any, will be at the sole discretion of the Company; (d) my participation in the Stock Purchase Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to
terminate my employment relationship at any time with or without cause; (e) I am voluntarily participating in the Stock Purchase Plan; (f) the stock purchase rights and the underlying shares of Common Stock are an extraordinary item that
does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of my employment contract, if any; (g) the stock purchase rights and the underlying shares of Common
Stock are not intended to replace any pension rights or compensation; (h) the stock purchase rights are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, unfair dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any
way to, past services for the Company or the Employer or any Subsidiary; (i) the grant will not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (j) the future value of the underlying shares
of Common Stock is unknown and cannot be predicted with certainty; (k) the value of shares purchased may increase or decrease in value, even below the purchase price; (l) no claim or entitlement to compensation or damages shall arise from
termination of the stock purchase rights or diminution in value of the shares of Common Stock purchased under the Stock Purchase Plan resulting from termination of my employment by the Company or the Employer (for any reason whatsoever and whether
or not in breach of local labor laws), and, in consideration of the grant, to which I am not otherwise entitled, I irrevocably agree never to institute any claim against the Company or the Employer, waive my ability, if any, to bring any such claim,
and release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, I shall be deemed irrevocably to have agreed not to pursue such claim and agree to
execute any and all documents necessary to request dismissal or withdrawal of such claims; and (m) in the event of termination of my employment (whether or not in breach of local labor laws), my right to receive the stock purchase rights and
purchase shares under the Stock Purchase Plan, if any, will terminate effective as of the date that I am no longer actively employed and will not be extended by any notice period mandated under local law (
e.g.
, active employment would not
include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of employment (whether or not in breach of local labor laws) and the Board shall have the exclusive discretion to
determine when I am no longer actively employed for purposes of my grant.
11. The Company is not providing any
tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the Stock Purchase Plan, or my acquisition or sale of the underlying shares of Common Stock. I am hereby advised to consult with my own
personal tax, legal and financial advisors regarding my participation in the Stock Purchase Plan before taking any action related to the Stock Purchase Plan.
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12.
I hereby explicitly and unambiguously consent to the collection, use
and transfer, in electronic or other form, of my personal data as described in this document by and among, as applicable, the Employer, and the Company and its Subsidiaries for the exclusive purposes of implementing, administering and managing my
participation in the Stock Purchase Plan. I understand that the Company and the Employer may hold certain personal information about me, including, but not limited to, my name, home address and telephone number, date of birth, social insurance
number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all options or any other entitlement to shares of Common Stock awarded, canceled, exercised or
outstanding in my favor, for the purpose of implementing, administering and managing the Stock Purchase Plan (“Data”). I understand that Data may be transferred to any third parties assisting in the implementation, administration and
management of the Stock Purchase Plan, that these recipients may be located in my country or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than my country. I
understand that I may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. I authorize the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purposes of implementing, administering and managing my participation in the Stock Purchase Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom I
may elect to deposit any shares of Common Stock acquired upon purchase of shares under the Stock Purchase Plan. I understand that Data will be held only as long as is necessary to implement, administer and manage my participation in the Stock
Purchase Plan. I understand that I may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing my local human resources representative. I understand, however, that refusing or withdrawing my consent may affect my ability to participate in the Stock Purchase Plan. For more information on the consequences of my refusal to
consent or withdrawal of consent, I understand that I may contact my local human resources representative.
13.
The grant of stock purchase rights and the provisions of this agreement are governed by, and subject to, the laws of the State of California, USA, without regard to conflicts of law provisions. For purposes of litigating any dispute that arises
under this grant or the agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, USA, agree that such litigation shall be conducted in the courts of Santa Clara County, California, USA, or the federal
courts for the United States for the Northern District of California, where this grant is made and/or to be performed.
14. If
I have received this Subscription Agreement or any other document related to the Stock Purchase Plan translated into a language other than English and if meaning of the translated version is different than the English version, the English version
will control.
15. The Company may, in its sole discretion, decide to deliver any documents related to current or future
participation in the Stock Purchase Plan by electronic means. I hereby consent to receive such documents by electronic delivery and agree to participate in the Stock Purchase Plan through an on-line or electronic system established and maintained by
the Company or a third party designated by the Company.
16. The provisions of this Subscription Agreement are severable and
if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
17. Notwithstanding any provisions in this Subscription Agreement to the contrary, the grant of purchase rights shall be subject to any
special terms and conditions for my country set forth in the
18
Appendix. Moreover, if I relocate to one of the countries included in the Appendix, the special terms and conditions for such country apply to me, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate administration of the Stock Purchase Plan. The Appendix constitutes part of this Subscription Agreement.
18. The Company reserves the right to impose other requirements on my participation in the Stock Purchase Plan, on the grant of purchase
rights and on any shares of Common Stock acquired under the Stock Purchase Plan, to the extent the Company determines it is necessary or advisable in order to comply with applicable law or facilitate administration of the Stock Purchase Plan, and to
require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
19. I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
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Signature of Employee
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19
APPENDIX OF
SPECIAL TERMS AND CONDITIONS TO THE
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
FOR EMPLOYEES OUTSIDE THE U.S.
TERMS AND CONDITIONS
This Appendix, which is part of the Subscription Agreement,
includes additional terms and conditions that govern my participation in the Stock Purchase Plan and that will apply to me if I am in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix
shall have the meanings ascribed to them in the Stock Purchase Plan or the Subscription Agreement.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which I should be aware with respect to my
participation in the Stock Purchase Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of April 2010. Such laws are often complex and change frequently. As a result, the Company
strongly recommends that I not rely on the information in this Appendix as the only source of information relating to the consequences of my participation in the Stock Purchase Plan because such information may be outdated when the shares of Common
Stock are purchased and/or when I sell any shares acquired at purchase.
In addition, the information contained herein is general in nature
and may not apply to my particular situation. As a result, the Company is not in a position to assure me of any particular result. The Company therefore advises me to seek appropriate professional advice as to how the relevant laws in my country may
apply to my particular situation.
Finally, if I am a citizen or resident of a country other than that in which I currently am working, or
transfer employment to a different country after the Enrollment Date, the information contained herein may not apply to me.
ALL
EUROPEAN ECONOMIC AREA COUNTRIES
TERMS AND CONDITIONS
Securities Law Restriction
. If I work in a country located in the European Economic Area (“EEA”), my participation in the Stock Purchase Plan may be further limited as a result of
applicable securities laws. Specifically, contributions from employees working in the EEA will be limited to less than an aggregate amount of €2.5 million on an annual basis. It is also possible that certain other equity awards in the EEA
will count against this €2.5 million threshold. I understand that, if employees in the EEA elect to contribute more than this amount during any year, participation rates will be prorated to ensure that this threshold is not exceeded. If my
participation will be prorated, I will receive a notice from the Company explaining the proration.
AUSTRALIA.
TERMS AND CONDITIONS
20
Australian Addendum
. I understand and agree that my right to participate in the Stock Purchase
Plan and any stock purchase rights granted under the Stock Purchase Plan are subject to an Australian Addendum to the Stock Purchase Plan. My right to purchase shares of Common Stock is subject to the terms and conditions stated in the Australian
Addendum, the Offer Document, the Stock Purchase Plan and the Subscription Agreement.
NOTIFICATIONS
Securities Law Information
. If I acquire shares under the Stock Purchase Plan and offer the shares for sale to a person or entity resident in
Australia, the offer may be subject to disclosure requirements under Australian law, and I should obtain legal advice regarding any applicable disclosure obligations prior to making any such offer.
Exchange Control Information
. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund
transfers. The Australian bank assisting with the transaction will file the report for me. If there is no Australian bank involved in the transfer, I will be required to file the report myself.
CANADA
TERMS AND
CONDITIONS
Nature of Grant.
The following provision replaces Paragraph 10(m) of the Subscription Agreement:
In the event of termination of my employment (whether or not in breach of local labor laws), my right to receive the stock purchase rights and purchase
shares under the Stock Purchase Plan, if any, will terminate effective as of the earlier of (i) date that I am no longer actively employed, or (ii) the date upon which I receive a notice of termination of my employment; the Board shall
have the exclusive discretion to determine when I am no longer actively employed for purposes of my grant.
The following provisions
apply if I am a resident of Quebec:
Consent to Receive Information in English
. The parties acknowledge that it is their
express wish that the present agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés,
avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.
Data Privacy
. The following provision supplements Paragraph 12 of the Subscription Agreement:
I hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of
the Stock Purchase Plan. I further authorize the Company, the Employer and/or any Subsidiary to disclose and discuss such information with their advisors. I also authorize the Company, the Employer and/or any Subsidiary to record such information
and to keep such information in my employment file.
CHILE
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TERMS AND CONDITIONS
Authorization for Stock Purchase Plan Participation.
I hereby authorize the Employer or any Subsidiary to remit my accumulated payroll deductions under the Stock Purchase Plan, on my behalf, to the
United States of America, to purchase shares of Common Stock.
I understand that I must execute the attached power of attorney and any other
agreements or consents that may be required to enable the Employer, a Subsidiary, or any third party designated by the Employer or the Company, to remit my accumulated payroll deductions from Chile to purchase shares of Common Stock under the Stock
Purchase Plan. I understand further that I must return the executed power of attorney to my local human resources representative; if I fail to do so, or if I fail to execute any other form of agreement or consent that is required for the remittance
of my payroll deductions, I shall not be able to participate in the Stock Purchase Plan.
NOTIFICATIONS
Exchange Control Information.
I must comply with the exchange control and tax reporting requirements in Chile when bringing funds into the country
in connection with the sale of shares of Common Stock acquired pursuant to the Stock Purchase Plan, and to register any investments with the Chilean Internal Revenue Service (“CIRS”).
I am not required to repatriate funds obtained from the sale of shares of Common Stock. However, if I decide to repatriate, I must do so through the
Formal Exchange Market (
i.e.
, a commercial bank or registered foreign exchange office), particularly if the funds exceed US$10,000.
If
my aggregate investments held outside of Chile exceed US$5,000,000 (including the investments made under the Stock Purchase Plan), I must report the status of such investments annually to the Central Bank, using Annex 3.1 of Chapter XII of the
Foreign Exchange Regulations.
Securities Law Information.
Neither the Company nor the Common Stock is registered with the Chilean
Registry of Securities or under the control of the Chilean Superintendence of Securities.
Tax Reporting Obligation.
If I hold shares
of Common Stock acquired under the Stock Purchase Plan, I must report the details of these investments on annual basis to the CIRS by filing Tax Form 1851, “Annual Sworn Statement Regarding Investments Held Abroad.” Furthermore, if I wish
to receive credit against my Chilean income taxes for taxes paid abroad, I must report the payment of taxes abroad to the CIRS by filing Tax Form 1853, “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad.” These statements must
be submitted electronically through the CIRS website (
www.sii.cl
) before March 15 of each year.
[
Power of
Attorney follows on accompanying page
]
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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
POWER OF ATTORNEY
FOR EMPLOYEES IN CHILE
KNOW ALL MEN BY THESE PRESENTS:
That
, an employee working for [insert name of Chilean subsidiary], a corporation duly organized and existing under the laws of Chile,
does hereby appoint as attorney-in-fact, [insert name of Chilean subsidiary], through its duly appointed representative, with full power and authority to do the following:
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1.
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To prepare, execute and file any report, application and/or any other documents required for implementation of the Trimble Navigation Limited Amended and Restated
Employee Stock Purchase Plan (as amended [insert date]) (the “Stock Purchase Plan”) in Chile;
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2.
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To take any action that may be necessary or appropriate to implement the Stock Purchase Plan with the competent Chilean authorities, including, without limitation, to
transfer my payroll deductions out of Chile to purchase shares of Common Stock under the Stock Purchase Plan; and
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3.
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To constitute and appoint, in its place and stead, and as its substitute, one or more representatives, with power of revocation.
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I hereby ratify and confirm as my own act and deed all that such representative may do or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed in my name this
day of
,
.
(
Month
)
(
Year
)
23
COSTA RICA
Stock Purchase Plan Participation Authorization.
In addition to any other enrollment procedures specified by the Company, in order to participate in the Stock Purchase Plan I understand that I must
return the attached Stock Purchase Plan Participation Authorization Form to the Employer before the beginning of the Offering Period.
[
Stock Purchase Plan Participation Authorization Form follows on accompanying page
]
24
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
STOCK PURCHASE PLAN PARTICIPATION AUTHORIZATION FORM
FOR EMPLOYEES IN
COSTA RICA
1. The undersigned hereby elects to participate in the Trimble Navigation Limited Amended and Restated Employee Stock Purchase
Plan (the “Stock Purchase Plan”) in order to purchase shares of Common Stock, in accordance with the terms and conditions of the Stock Purchase Plan and the Subscription Agreement, including the Appendix. Capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Stock Purchase Plan or the Subscription Agreement, including the Appendix.
2. I
hereby acknowledge that I have received a full copy of the Stock Purchase Plan and that I understand the terms, methods and consequences of participating in the Stock Purchase Plan.
3. In order to make my contributions for purchases of shares of Common Stock more efficient, I hereby request and authorize my employer,
[insert] (the “Employer”), to withhold from my paycheck each pay period the amount specified in the Subscription Agreement. This withholding will continue until I inform the Employer in writing to stop such payroll withholding.
4. I hereby further request that the withholding to which the preceding paragraph refers shall be delivered by the Employer to the Company or the
administrator of the Stock Purchase Plan (the “Administrator”). These amounts shall be used by the Company or the Administrator to purchase shares of Common Stock in accordance with the terms and conditions of the Stock Purchase Plan and
the Subscription Agreement, including the Appendix.
5. I acknowledge and agree that the participation of the Employer in the Stock Purchase
Plan is limited to acting as an intermediary in delivering to the Company the amounts withheld from my paycheck each pay period. The Employer will make no additional salary payment or pay other compensation to me as a result of the Stock Purchase
Plan. I hereby acknowledge that the withholding I have requested is not a loss of salary and that I have received in full for each pay period my entire salary during my participation in the Stock Purchase Plan.
YOU MUST PRINT, SIGN AND SUBMIT THIS FORM TO THE EMPLOYER, [insert name], IN ORDER FOR CONTRIBUTIONS TO BE
WITHHELD AND YOUR PARTICIPATION IN THE STOCK PURCHASE PLAN TO BEGIN.
25
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control Information
. I understand that the Czech
National Bank may require me to fulfill certain notification requirements in relation to the purchase of shares and the opening and maintenance of a foreign account. I agree to fulfill such requirements to the extent applicable to me in light of my
participation in the Stock Purchase Plan. I should consult with my personal advisor before purchasing shares to ensure compliance with current regulations. Compliance with applicable Czech exchange control laws is solely my responsibility.
FRANCE
TERMS
AND CONDITIONS
Securities Law Restriction
. My participation in the Stock Purchase Plan may be limited pursuant to the
terms and conditions set forth in the Appendix for all EEA countries.
Language Consent.
By accepting this document providing for
the terms and conditions of my grant, I confirm having read and understood the documents relating to this grant (the Stock Purchase Plan and this Subscription Agreement) which were provided in English language. I accept the terms of those documents
accordingly.
En acceptant ce document décrivant les termes et conditions de mon attribution, je confirme ainsi avoir lu et compris
les documents relatifs à cette attribution (le Plan et cet Accord de Souscription) qui ont été communiqués en langue anglaise. J’accepte les termes de ces documents en connaissance de cause.
NOTIFICATIONS
Exchange
Control Information
. If I import or export cash (
e.g.
, sales proceeds received under the Stock Purchase Plan) with a value equal to or exceeding €10,000 and do not use a financial institution to do so, he I must submit a report
to the customs and excise authorities. If I maintain a foreign bank account, I am required to report the maintenance of such to the French tax authorities when filing my annual tax return.
GERMANY
TERMS AND CONDITIONS
Securities Law Restriction
. My participation in the Stock Purchase Plan may be limited pursuant to the terms and conditions set forth in the
Appendix for all EEA countries.
NOTIFICATIONS
Exchange Control Information
. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If I use a German bank to transfer a cross-border payment in
excess of €12,500 in connection with the sale of shares acquired at purchase, the bank will make the report for me. In addition, I must report any receivables or payables or debts in foreign currency exceeding an amount of €5,000,000 on a
monthly basis.
INDIA
NOTIFICATIONS
26
Exchange Control Information
. I understand that proceeds from the sale of shares must be
repatriated to India within a reasonable period of time (
i.e.
, two weeks). I also understand that I should obtain a foreign inward remittance certificate (“FIRC”) from the bank for my records to document compliance with this
requirement, in case evidence of such repatriation is requested by the Reserve Bank of India or the Employer.
IRELAND
TERMS AND CONDITIONS
Securities Law Restriction
. My participation in the Stock Purchase Plan may be limited pursuant to the terms and conditions set forth in the Appendix for all EEA countries.
NOTIFICATIONS
Director
Notification Obligation
. If I am a director, shadow director or secretary of the Company’s Irish Subsidiary or Affiliate, I must notify the Irish Subsidiary in writing within five business days of receiving or disposing of an interest in
the Company (
e.g.
, the purchase rights, shares of Common Stock, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five days of becoming a director, shadow director or
secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to me if I am a director, shadow director or
secretary).
KENYA
There are no country-specific terms and conditions.
KOREA
TERMS AND CONDITIONS
Power of Attorney.
I understand that I may be required to execute and return a Power of Attorney to my local human resources representative in
order to participate in the Stock Purchase Plan and that my failure to do so may prevent me from being able to participate in the Stock Purchase Plan.
NOTIFICATIONS
Exchange Control Information.
If I receive US$500,000 or
more from the sale of shares, Korean exchange control laws require that I repatriate the proceeds to Korea within 18 months of the sale.
MEXICO
TERMS AND
CONDITIONS
Payroll Deductions.
In addition to any other enrollment procedures specified by the Company, in order to participate
in the Stock Purchase Plan I understand that I must return the attached Payroll Withholding Authorization Form to the Employer before the beginning of the Offering Period.
27
Labor Law Policy and Acknowledgment.
By participating in the Stock Purchase Plan, I expressly
recognize that Trimble Navigation Limited, with registered offices at 935 Stewart Drive, Sunnyvale, California 94085, U.S.A., is solely responsible for the administration of the Stock Purchase Plan and that my participation in the Stock Purchase
Plan and purchase of shares of Common Stock does not constitute an employment relationship between me and the Company since I am participating in the Stock Purchase Plan on a wholly commercial basis and my sole employer is Geo de SECO S. de R.L. de
C.V. (“Trimble-Mexico”). Based on the foregoing, I expressly recognize that the Stock Purchase Plan and the benefits that I may derive from participation in the Stock Purchase Plan do not establish any rights between me and the employer,
Trimble-Mexico, and do not form part of the employment conditions and/or benefits provided by Trimble-Mexico and any modification of the Stock Purchase Plan or its termination shall not constitute a change or impairment of the terms and conditions
of my employment.
I further understand that my participation in the Stock Purchase Plan is as a result of a unilateral and discretionary
decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue my participation at any time without any liability to me.
Finally, I hereby declare that I do not reserve to myself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Stock Purchase Plan or
the benefits derived under the Stock Purchase Plan, and I therefore grant a full and broad release to the Company, its affiliates, branches, representation offices, its shareholders, officers, agents or legal representatives with respect to any
claim that may arise.
Reconocimiento de Ausencia de Relación Laboral y Declaración de la Política.
Participando en el Plan, reconozco expresamente que Trimble Navigation Limited, con sus oficinas registradas en 935 Stewart Drive, Sunnyvale, California 94085, U.S.A., es el único responsable de la administración del Plan y que
mi participación en el mismo y la compra de acciones no constituye de ninguna manera una relación laboral entre mi persona y la Compañía dado que mi participación en el Plan deriva únicamente de una
relación comercial y que mi único empleador es Geo de SECO S. de R.L. de C.V. (“Trimble-Mexico”). Derivado de lo anterior, expresamente reconozco que el Plan y los beneficios que pudieran derivar del mismo no establecen
ningún derecho entre mi persona y el empleador, Trimble-Mexico, y no forman parte de las condiciones laborales y/o prestaciones otorgadas por Trimble-Mexico, y cualquier modificación al Plan o la terminación del mismo no
podrá ser interpretada como una modificación o degradación de los términos y condiciones de mi trabajo.
Asimismo, entiendo que mi participación en el Plan es resultado de la decisión unilateral y discrecional de la Compañía;
por lo tanto, la Compañía se reserva el derecho absoluto para modificar y/o terminar mi participación en cualquier momento, sin ninguna responsabilidad para mi persona.
Finalmente, manifiesto que no me reservo ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier
compensación o daño en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia otorgo un amplio y total finiquito a la Compañía, sus afiliadas, sucursales,
oficinas de representación, sus accionistas, directores, agentes y representantes legales con respecto a cualquier demanda que pudiera surgir.
[
Payroll Withholding Authorization Form follows on accompanying page
]
28
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
PAYROLL WITHHOLDING AUTHORIZATION FORM
FOR EMPLOYEES IN MEXICO
1. The undersigned hereby elects to participate in the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (the
“Stock Purchase Plan”) in order to purchase shares of Common Stock, in accordance with the terms and conditions of the Stock Purchase Plan and the Subscription Agreement, including the Appendix. Capitalized terms not defined herein shall
have the meanings ascribed to such terms in the Stock Purchase Plan or the Subscription Agreement, including the Appendix.
2. I hereby
acknowledge that I have received a full copy of the Stock Purchase Plan and that I understand the terms, methods and consequences of participating in the Stock Purchase Plan.
3. In order to make the purchases of shares of Common Stock more efficient, I hereby request and authorize my employer, Geo de SECO S. de R.L. de C.V. (the “Employer”), to withhold from my
paycheck each pay period the amount specified in the Subscription Agreement. This withholding will continue until I inform the Employer in writing to stop such payroll withholding.
4. I hereby further request that the withholding to which the preceding paragraph refers shall be delivered by the Employer to the Company or the administrator of the Stock Purchase Plan (the
“Administrator”). These amounts shall be used by the Company or the Administrator to purchase shares of Common Stock in accordance with the terms and conditions of the Stock Purchase Plan and the Subscription Agreement, including the
Appendix.
5. I acknowledge and agree that the participation of the Employer in the Stock Purchase Plan is limited to acting as an
intermediary in delivering to the Company the amounts withheld from my paycheck each pay period. The Employer will make no additional salary payment or pay other compensation to me as a result of the Stock Purchase Plan.
6. I hereby acknowledge that the withholding I have requested is not a loss of salary and that I have received in full for each pay period my entire
salary during my participation in the Stock Purchase Plan.
7. I acknowledge that my work relationship is exclusively with the Employer and
that there is no work relationship between the Company and me.
Therefore, the Stock Purchase Plan shall not be considered a labor benefit in
my favor, and my participation in the Stock Purchase Plan creates no labor obligations or rights between the Company and me.
The purchase
rights are not part of normal or expected compensation for purposes of calculating any termination, severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar
payments under my employment relationship with the Employer. The value of the purchase rights and any shares purchased or to be purchased pursuant to the Stock Purchase Plan, if any, are extraordinary items, which are outside the scope of the
employment contract with the Employer, if any.
8. By participating in the Stock Purchase Plan, I accept all of its terms and conditions and,
in particular, I acknowledge that:
29
(a) the Stock Purchase Plan is discretionary in nature and may be modified, amended,
suspended or terminated by the Company at any time;
(b) the grant of purchase rights under the Stock Purchase Plan does not
create any contractual or other right to receive future grants of purchase rights, or benefits in lieu of purchase rights;
(c) all decisions with respect to future grants of stock purchase rights, if any, will be at the sole discretion of the Company;
(d) my participation in the Stock Purchase Plan is voluntary;
(e) the right to purchase shares of Common Stock, if any, ceases upon termination of employment with the Employer for any reason except
as may otherwise be explicitly provided in the Stock Purchase Plan or the Subscription Agreement;
(f) the future value of the
shares of Common Stock purchased under the Stock Purchase Plan is unknown and cannot be predicted with certainty; and
(g) the
Stock Purchase Plan is governed by, and subject to, the laws of the State of California as provided in the Subscription Agreement.
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Sincerely,
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Signature
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Name
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Date
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YOU MUST PRINT, SIGN AND SUBMIT THIS FORM TO THE EMPLOYER, Geo de SECO S. de R.L. de C.V., IN ORDER FOR
PAYROLL DEDUCTIONS AND YOUR PARTICIPATION IN THE STOCK PURCHASE PLAN TO BEGIN.
30
NETHERLANDS
TERMS AND CONDITIONS
Securities Law Restriction
. My participation in
the Stock Purchase Plan may be limited pursuant to the terms and conditions set forth in the Appendix for all EEA countries.
Withdrawal
. I understand that, as provided by the Stock Purchase Plan, the Subscription Agreement and the prospectus, I may withdraw all but
not less than all the payroll deductions credited to my account and not yet used to purchase shares at any time by giving written notice to the Company. I understand that all of my payroll deductions credited to my account will be paid to me
promptly, without interest, after receipt of notice of withdrawal and that my participation during that Offering Period will be automatically terminated, and no further payroll deductions for the purchase of shares will be made during the Offering
Period.
Nature of Grant
. The following provision supplements Paragraph 10 of the Subscription Agreement:
In accepting the grant of purchase rights, I acknowledge that the purchase rights granted under the Stock Purchase Plan are intended as an incentive for
me to remain employed with the Employer and are not intended as remuneration for labor performed.
NOTIFICATIONS
Securities Law Information
. I am advised of Dutch insider-trading rules, which may impact the sale of shares purchased under the Stock
Purchase Plan. In particular, I may be prohibited from effectuating certain transactions if I have inside information regarding the Company.
By accepting the purchase rights and participating in the Stock Purchase Plan, I acknowledge having read and understood this Securities Law Information
and further acknowledge that it is my responsibility to comply with the following Dutch insider-trading rules.
Under Article 46 of the Act on
the Supervision of the Securities Trade 1995, anyone who has “inside information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is
defined as knowledge of details concerning the issuing company to which the securities relate, which is not public and which, if published, would reasonably be expected to affect the stock price, regardless of the development of the price. The
insider could be an employee in the Netherlands who has inside information as described herein.
Given the broad scope of the definition of
inside information, certain employees of the Company, the Employer or a Subsidiary working in the Netherlands (possibly including me) may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the
Netherlands at a time when in possession of such inside information.
NEW ZEALAND
TERMS AND CONDITIONS
Securities Law Acknowledgment
. I acknowledge that I will receive the following documents in connection with the offer to purchase shares under
the Stock Purchase Plan:
31
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(i)
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this Subscription Agreement, including the Appendix, which sets forth the terms and conditions of the offer to purchase Shares;
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(ii)
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a copy of the Company’s most recent annual report and most recent financial reports have been made available to enable me to make informed decisions concerning
participation in the Stock Purchase Plan; and
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(iii)
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a copy of the description of the Trimble Navigation Limited Amended and Restated Employee Stock Purchase Plan (“Description”) (
i.e.
, the Company’s
Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as amended), and the Company will provide any attachments or documents incorporated by reference into the Description upon written request. The documents incorporated by reference into
the Description are updated periodically. Should I request copies of the documents incorporated by reference into the Description, the Company will provide me with the most recent documents incorporated by reference.
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NORWAY
TERMS AND
CONDITIONS
Securities Law Restriction
. My participation in the Stock Purchase Plan may be limited pursuant to the terms
and conditions set forth in the Appendix for all EEA countries.
SINGAPORE
NOTIFICATIONS
Securities Law Information
.
The grant of purchase rights under the Stock Purchase Plan is being made on a
private basis and is, therefore, exempt from registration in Singapore.
Director
Notification
.
If I am a director, associate director or shadow director of a Singaporean Subsidiary, I must notify the Singaporean Subsidiary in writing within two days of receiving or disposing of an interest (e.g., purchase
rights) in the Company or a Subsidiary, or within two days of becoming a director if such an interest exists at the time.
SPAIN
TERMS AND CONDITIONS
Securities Law Restriction
.
My participation in the Stock Purchase Plan may be limited pursuant to the terms and conditions set forth in the Appendix for all EEA
countries.
Nature of Stock Purchase Plan.
The following provisions supplement Paragraph 10 of the
Subscription Agreement:
By signing the Subscription Agreement, I consent to participation in the Stock Purchase Plan and acknowledge
that I have received a copy of the Stock Purchase Plan.
I understand that the Company has unilaterally, gratuitously and in its own
discretion decided to offer the opportunity to participate in the Stock Purchase Plan to Employees in certain countries around the world. This is a limited decision that is entered into upon the express assumption and condition that such
32
offer will not bind the Company or any Subsidiary, other than as set forth in the Subscription Agreement. Consequently, I understand that the offer to participate in the Stock Purchase Plan is
extended on the assumption and condition that my participation and/or any shares of Common Stock acquired under the Stock Purchase Plan are not part of any employment contract (either with the Employer, the Company, or any Subsidiary) and shall not
be considered a mandatory benefit, salary for any purpose (including severance compensation), or any right whatsoever. Furthermore, I understand that I shall not be entitled to continue participating in the Stock Purchase Plan once my status as an
Employee terminates. In addition, I understand that the offer to participate in the Stock Purchase Plan would not have been made to me but for the assumptions and conditions referred to above; thus, I acknowledge and freely accept that, should any
or all of the assumptions be mistaken, or should any of the conditions not be met, for any reason, any offer or right to participate in the Stock Purchase Plan shall be null and void.
Termination of Employment.
Upon a termination of my status as Employee prior to the Exercise Date for any reason, including, without limitation, retirement, death, or
a termination that is deemed to be an “unfair dismissal” or “constructive dismissal,” my participation in the Stock Purchase Plan will be terminated in accordance with Section 10(b) of the Stock Purchase Plan.
NOTIFICATIONS
Exchange Control Information.
I must declare the acquisition of shares of Common Stock to the Direccion General de
Política Comercial y de Inversiones Extranjeras (the “DGPCIE”) of the Ministerio de Economia for statistical purposes. I also must declare ownership of any shares of Common Stock with the Directorate of Foreign Transactions each
January while the shares are owned. In addition, if I wish to import the ownership title of the shares (i.e., share certificates) into Spain, I must declare such importation to the DGPCIE.
When receiving foreign currency payments derived from the ownership of shares of Common Stock (i.e., dividends or sale proceeds), I must inform the
financial institution receiving the payment of the basis upon which such payment is made. I will need to provide the institution with the following information: (i) my name, address, and fiscal identification number; (ii) the name and
corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.
SWEDEN
TERMS AND
CONDITIONS
Securities Law Restriction
.
My participation in the Stock Purchase Plan may be
limited pursuant to the terms and conditions set forth in the Appendix for all EEA countries.
SWITZERLAND
NOTIFICATIONS
Securities Law Information
.
The offer to participate in the Stock Purchase Plan is considered a private offering in
Switzerland and is, therefore, not subject to registration in Switzerland.
UNITED ARAB EMIRATES
NOTIFICATIONS
33
Securities Law Information
.
Participation in the Stock Purchase Plan
is being offered only to qualified employees and is in the nature of providing equity incentives to employees of a Subsidiary in the United Arab Emirates.
UNITED KINGDOM
TERMS AND CONDITIONS
Securities Law Restriction
. My participation in the Stock Purchase Plan may be limited pursuant to the terms and conditions set forth in the
Appendix for all EEA countries.
Joint Election. As a condition of participation in the Stock Purchase Plan and the purchase of shares, I
agree to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with the purchase rights and any event giving rise to Tax-Related Items (the “Employer
NICs”). Without prejudice to the foregoing, I agree to execute a joint election with the Company, the form of such joint election having been approved formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint
Election”), and any other required consent or election. I further agree to execute such other joint elections as may be required between me and any successor to the Company or the Employer. I further agree that the Company or the Employer may
collect the Employer NICs from me by any of the means set forth in Paragraph 8 of the Subscription Agreement.
If I do not enter into a
Joint Election prior to the Exercise Date, I will not be entitled to purchase the shares unless and until I enter into a Joint Election, and no shares will be issued to me under the Stock Purchase Plan, without any liability to the Company or the
Employer.
Tax Obligations
. The following provision supplements Paragraph 8 of the Subscription Agreement:
I agree that, if I do not pay or the Company or the Employer does not withhold from me, the full amount of Tax-Related Items that I owe at purchase of
the shares, or the release or assignment of these purchase rights for consideration, or the receipt of any other benefit in connection with these purchase rights (the “Taxable Event”) within 90 days after the Taxable Event, or such other
period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount that should have been withheld shall constitute a loan owed by me to the Company and/or the Employer, effective 90 days after the Taxable
Event. I agree that the loan will bear interest at the official HMRC rate and immediately will be due and repayable by me, and the Company and/or the Employer may recover it at any time thereafter by withholding such amount from Compensation or any
other funds due to me by the Company or the Employer, by withholding in shares issued upon purchase or from the cash proceeds from the sale of shares or by demanding cash or a check from me. I also authorize the Company to delay the issuance of any
shares to me unless and until the loan is repaid in full.
Notwithstanding the foregoing, if I am an executive officer or director within the
meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended, the terms of the immediately foregoing provision will not apply. In the event that I am an executive officer or director and Tax-Related Items are not collected
within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to me on which additional income tax and National Insurance contributions may be payable. I acknowledge that the Company and/or the
Employer may recover any such additional income tax and National Insurance contributions at any time thereafter by any of the means referred to in Paragraph 8 of the Subscription Agreement.
34
EXHIBIT 10.9
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
(as amended March 6, 2009)
1.
Purposes of the Plan
. The purposes of this Amended and Restated 2002 Stock Plan are:
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to attract and retain the best available personnel for positions of substantial responsibility,
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to provide additional incentive to Employees, Directors and Consultants, and
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to promote the success of the Company’s business.
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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) “
Affiliate
” means any “parent” or “subsidiary” as such
terms are defined in Rule 405 of the U.S. Securities Act of 1933, as amended. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing
definition.
(c) “
Applicable Laws
” means the requirements relating to the administration of stock incentive
plans under U.S. state corporate laws, U.S. federal, state and foreign 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 or Awards are, or will be, granted under the Plan.
(d) “
Award
” means a grant of Shares,
Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance-Based Awards, or of any other right to receive Shares or cash pursuant to Section 12 of the Plan.
(e) “
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.
(f) “
Awarded Stock
” means the Common Stock subject to an Award.
(g) “
Awardee
” means the holder of an outstanding Award.
(h) “
Board
” means the board of directors of the Company.
(i) “
Change in Control
” means the occurrence of any of the following events:
-1-
(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; or
(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.
(j) “
Code
” means the Internal Revenue Code of
1986, as amended.
(k) “
Committee
” means a committee of Directors appointed by the Board in accordance with
Section 4 of the Plan.
(l) “
Common Stock
” means the common stock of the Company.
(m) “
Company
” means Trimble Navigation Limited, a California corporation.
(n) “
Consultant
” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary or
Affiliate to render services to such entity and the services rendered by the consultant or advisor are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a
market for the Company’s securities.
(o) “
Covered Employee
” means an Employee who is, or could be, a
“covered employee” within the meaning of Section 162(m) of the Code.
(p) “
Director
” means a
member of the Board.
(q) “
Disability
” means that the Awardee or Optionee would qualify to receive benefit
payments under the long-term disability policy, as it may be amended from time to time, of the Company or the Subsidiary or Affiliate to which the Awardee or Optionee provides services regardless of whether the Awardee or Optionee is covered by such
policy. If the Company or Subsidiary or Affiliate to which the Awardee or Optionee provides service does not have a long-term disability plan in place, “Disability” means that an Awardee or Optionee is unable to carry out the
responsibilities and functions of the position held by the Awardee or Optionee by reason of any medically determined physical or mental impairment for a period of not less than ninety (90) consecutive days. An Awardee or Optionee
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shall not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Board in its discretion. Notwithstanding the foregoing, for
purposes of Incentive Stock Options granted under the Plan, “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
(r) “
Dividend Equivalents
” means rights granted to an Awardee related to the Award of Restricted Stock Units or other Awards for which Shares have not been issued yet, which is a right to
receive the equivalent value of dividends paid on the Shares prior to vesting of the Award. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be
determined by the Administrator.
(s) “
Employee
” means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary or Affiliate of the Company, but shall exclude individuals who are classified by the Company or any Parent or Subsidiary or Affiliate as (a) leased from or otherwise employed by a third party,
(b) independent contractors or (c) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise. A Service Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or protected under applicable local laws, as interpreted by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary or Affiliate, or
any successor. For purposes of Incentive Stock Options, no such leave may exceed three months, 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 last day of the three month period 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.
(t) “
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
(u) “
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, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported;
(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.
(v) “
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.
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(w) “
Nonstatutory Stock Option
” means an Option not intended to qualify as
an Incentive Stock Option.
(x) “
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.
(y) “
Option
”
means a stock option granted pursuant to the Plan.
(z) “
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.
(aa) “
Optioned Stock
” means the Common Stock subject to an Option.
(bb) “
Optionee
” means the holder of an outstanding Option.
(cc) “
Parent
” means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.
(dd) “
Performance-Based Award
” means an Award granted pursuant to
Section 11.
(ee) “
Performance Criteria
” means the criteria that the Administrator selects for purposes
of establishing the Performance Goal or Performance Goals for an Awardee for a Performance Period. The Performance Criteria that will be used to establish Performance Goals are limited to the following: earnings or net earnings (either before or
after interest, taxes, depreciation and amortization), economic value-added, sales or revenue, income, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow),
cash flow return on capital, return on assets or net assets, return on stockholders’ equity, return on capital, stockholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, customer
satisfaction, working capital, earnings per Share, price per Share, market share, new products, customer penetration, technology and risk management, any of which may be measured either in absolute terms or as compared to any incremental increase or
as compared to results of a peer group. The Administrator shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Awardee.
(ff) “
Performance Goals
” means, for a Performance Period, the goals established in writing by the Administrator for the
Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance, the performance of a Subsidiary
or Affiliate, the performance of a division or a business unit of the Company or a Subsidiary or Affiliate, or the performance of an individual. The Administrator, in its discretion, may, to the extent consistent with, and within the time prescribed
by, Section 162(m) of the Code, appropriately adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of Awardees (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of
the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.
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(gg) “
Performance Period
” means the one or more periods of time, which may
be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining an Awardee’s right to, and the payment of, a Performance-Based
Award.
(hh) “
Plan
” means this Amended and Restated 2002 Stock Plan, as amended from time to time.
(ii) “
Qualified Performance-Based Compensation
” means any compensation that is intended to qualify as
“qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.
(jj)
“
Restricted Stock
” means Shares subject to certain restrictions, granted pursuant to Section 8 of the Plan.
(kk) “
Restricted Stock Unit
” means the right to receive a Share, or the Fair Market Value of a Share in cash, granted pursuant to Section 9 of the Plan.
(ll) “
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.
(mm) “
Section 16(b)
” means Section 16(b) of the Exchange
Act.
(nn) “
Service Provider
” means an Employee, Director or Consultant.
(oo) “
Share
” means a share of Common Stock, as adjusted in accordance with Section 14 of the Plan.
(pp) “
Subsidiary
” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.
(qq) “
Stock Appreciation Right
” means the right, granted pursuant to
Section 10, to receive a payment, equal to the excess of the Fair Market Value of a specified number of Shares on the date the Stock Appreciation Right is exercised, over the grant price of the Shares.
3.
Stock Subject to the Plan
. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares
that may be awarded or optioned and delivered under the Plan is 20,000,000 Shares, plus (a) any Shares which were reserved but not issued under the Company’s 1993 Stock Option Plan (the “1993 Plan”), and (b) any Shares
returned to the 1993 Plan as a result of termination of options granted under the 1993 Plan; provided, however, that the maximum aggregate number of Shares that may be issued pursuant to the exercise of Incentive Stock Options shall in no event
exceed 20,000,000 Shares. Any Shares that are subject to Options or Stock Appreciation Rights shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares that are subject to any Awards other than
Options or Stock Appreciation Rights or other Awards which Awardees pay full value for (as determined on the date of the grant) shall be counted against this limit as one and one half (1.5) Shares for every one (1) Share granted. The
Shares issued hereunder may be authorized, but unissued, or reacquired Common Stock.
If an Award or Option expires, is
cancelled, forfeited or becomes unexercisable without having been exercised in full or otherwise settled in full, or is settled in cash, the undelivered Shares which were
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subject thereto shall, unless the Plan has terminated, become available for future Awards or Options under the Plan. To the extent permitted by applicable law or any exchange rule, Shares issued
in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against Shares available for grant pursuant to this Plan. The payment of
Dividend Equivalent rights in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3, no Shares may again be optioned,
granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.
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 “qualified 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 or other amounts to be covered by each Award or Option granted hereunder and to determine the amount, if any, of cash payment to be made to an
Awardee;
(iii) to approve forms of agreements 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;
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(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 except in
connection with a corporate transaction involving the company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or
exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for other Awards or
Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, without the approval of the Company’s shareholders; provided further, however, that the
Administrator shall not have the discretionary authority to accelerate or delay issuance of Shares under an Option or Award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, except to the extent that
such acceleration or delay may, in the discretion of the Administrator, be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A of the Code;
(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 of the Company or a Parent or Subsidiary of the
Company.
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
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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 14.
(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 14), the cancelled Option or
Award will be counted against the limits set forth in subsections (i) and (ii) above.
7.
Stock Options
. The
Administrator is authorized to make grants of Options to any Service Provider on the terms stated below.
(a)
Term
. 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. 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.
(b)
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.
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(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.
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 being transferred to a new
employer or discharged, or in the creation or severance of the Parent-Subsidiary relationship.
(c)
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.
(d)
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, 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.
(e)
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
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provides otherwise, vesting of Awards and Options granted hereunder shall be suspended during any unpaid leave of absence to the extent permitted under Applicable Laws. An Option may not be
exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company (or its designated agent) 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 14 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 Option, by the number of Shares as to which the Option is exercised.
(f)
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
Optionee ceases to be a Service Provider, for any reason, all unvested Shares covered by his or her Option shall be forfeited. 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.
(g)
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.
(h)
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
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exercisable for twelve (12) months following the Optionee’s death. If, at the time of death, the 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.
8.
Grant of Restricted Stock
. The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected
by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.
(a)
Purchase Price
. At the time of the grant of an Award of Restricted Stock, the Administrator shall determine the price, if any, to be paid by the Awardee for each Share subject to the Award of Restricted Stock. To the extent required by
Applicable Laws, the price to be paid by the Awardee for each Share subject to the Award of Restricted Stock shall not be less than the amount required by Applicable Laws (if any). The purchase price of Shares (if any) acquired pursuant to the Award
of Restricted Stock shall be paid either: (i) in cash at the time of purchase; (ii) at the sole discretion of the Administrator, by services rendered or to be rendered to the Company or a Subsidiary or Affiliate; or (iii) in any other
form of legal consideration that may be acceptable to the Administrator in its sole discretion and in compliance with Applicable Laws.
(b)
Issuance and Restrictions
. Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Administrator may impose (including, without limitation,
limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or
otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.
(c)
Certificates for
Restricted Stock
. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing shares of Restricted Stock are registered in the name of the Awardee, certificates
shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time as all applicable
restrictions lapse.
9.
Restricted Stock Units
. The Administrator is authorized to make Awards of Restricted Stock
Units to any Service Provider selected by the Committee in such amounts and subject to such terms and conditions as determined by the Administrator. At the time of grant, the Administrator shall specify the date or dates on which the Restricted
Stock Units shall vest and become nonforfeitable, and may specify such conditions to vesting as it deems appropriate. On the vesting date, the Company shall transfer to the Awardee one unrestricted, fully transferable Share for each Restricted Stock
Unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of a Restricted Stock Unit may be made in cash (in an amount reflecting the Fair Market Value of Shares that would have been issued) or any
combination of cash and Shares, as determined by the Administrator, in its sole discretion. The Administrator may authorize Dividend Equivalents to be paid on outstanding Restricted Stock Units. If Dividend Equivalents are authorized to be paid,
they may be paid at the time dividends are declared on the Shares or at the time the awards vest and they may be paid in either cash or Shares, in the discretion of the Administrator.
10.
Stock Appreciation Rights
. The Administrator is authorized to make Awards of Stock Appreciation Rights to any Service Provider
selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.
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(a)
Description
. A Stock Appreciation Right shall entitle the Awardee (or other
person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount
equal to the product of (i) the excess of (A) the Fair Market Value of the Shares on the date the Stock Appreciation Right is exercised over (B) the grant price of the Stock Appreciation Right and (ii) the number of Shares with
respect to which the Stock Appreciation Right is exercised, subject to any limitations the Administrator may impose.
(b)
Grant Price
. The grant price per Share subject to a Stock Appreciation Right shall be determined by the Administrator and set forth in the Award Agreement; provided that, the per Share grant price for any Stock Appreciation Right shall not be
less than 100% of the Fair Market Value of a Share on the date of grant.
(c)
Payment and Limitations on Exercise
.
(i) Payment of the amounts determined under Section 10(c) hereof shall be in cash, in Shares (based on its Fair Market
Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Administrator.
(ii) To the extent any payment under Section 10(a) is effected in Shares, it shall be made subject to satisfaction of all
applicable provisions of Section 7 pertaining to Options.
(d)
Term.
The term of any Stock Appreciation Right
shall be no longer than ten (10) years from the date of grant.
11.
Performance-Based Awards for Covered
Employees
.
(a)
Purpose
. The purpose of this Section 11 is to provide the Administrator the ability to qualify
Awards other than Options and Stock Appreciation Rights as Qualified Performance-Based Compensation as determined under Code Section 162(m). If the Administrator, in its discretion, decides to grant a Performance-Based Award to a Covered
Employee, the provisions of this Section 11 shall control over any contrary provision contained in this Plan;
provided, however
, that the Administrator may in its discretion grant Awards to Covered Employees that are based on Performance
Criteria or Performance Goals but that do not satisfy the requirements of this Section 11.
(b)
Applicability
.
This Section 11 shall apply only to those Covered Employees selected by the Administrator to receive Performance-Based Awards that are intended to qualify as Qualified Performance-Based Compensation. The designation of a Covered Employee as an
Awardee for a Performance Period shall not in any manner entitle the Awardee to receive an Award for the period. Moreover, designation of a Covered Employee as an for a particular Performance Period shall not require designation of such Covered
Employee as an Awardee in any subsequent Performance Period and designation of one Covered Employee as an Awardee shall not require designation of any other Covered Employees as an Awardee in such period or in any other period.
(c)
Procedures with Respect to Performance-Based Awards
. To the extent necessary to comply with the Qualified Performance-Based
Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under this Plan which may be granted to one or more Covered Employees, no later than ninety (90) days following the commencement of any fiscal
year in question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Administrator shall, in writing, (a) designate one or
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more Covered Employees, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which
may be earned for such Performance Period, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period.
Following the completion of each Performance Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned by a Covered Employee, the
Administrator shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or
corporate performance for the Performance Period.
(d)
Payment of Performance-Based Awards
. Unless otherwise provided
in the applicable Award Agreement, an Awardee must be employed by the Company or a Subsidiary or Affiliate on the day a Performance-Based Award for the appropriate Performance Period is paid to the Awardee. Furthermore, an Awardee shall be eligible
to receive payment pursuant to a Performance-Based Award for a Performance Period only if the Performance Goals for such period are achieved.
(e)
Additional Limitations
. Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee shall be subject to any additional limitations set forth in
Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as qualified performance-based compensation as described in
Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.
12.
Other Awards
. The Administrator is authorized under the Plan to make any other Award to a Service Provider that is not inconsistent with the provisions of the Plan and that by its terms
involves or might involve the issuance of (i) Shares, (ii) a right with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other
conditions, or (iii) any other right with the value derived from the value of the Shares. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes
of Awardees on such terms and conditions as determined by the Administrator from time to time.
13.
General Provisions
Applicable to All Awards
.
(a)
Transferability of Awards and Options
. Incentive Stock 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. Unless determined otherwise by
the Administrator, an Award or Nonstatutory Stock 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 (if applicable),
during the lifetime of the Optionee or Awardee, only by the Optionee or Awardee. If the Administrator makes an Award or Nonstatutory Stock Option transferable, such Award or Nonstatutory Stock Option shall contain such additional terms and
conditions as the Administrator deems appropriate.
(b)
Term
. Except as otherwise provided herein, the term of any
Award or Option (to the extent applicable) shall be no longer than ten (10) years from the date of grant.
(c)
Exercise and Vesting upon Termination of Employment or Service
. Unless otherwise set forth in the Award Agreement, all unvested Awards will terminate effective upon termination of employment or service for any reason. Unless otherwise set
forth in the Award
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Agreement, in the case of Awards that have an exercise period (
e.g.
, Stock Appreciation Rights), if the Awardee ceases to be a Service Provider as a result of his or her death or
Disability, he or she (or his or her heirs or personal representative of his or her estate in the case of death) will have twelve (12) months after the date of termination to exercise outstanding vested Awards or shorter period if the
expiration date for the Award is earlier. All Shares subject to unvested Awards that terminate upon termination of service and all unexercised Awards after expiration of the post termination will revert to the Plan.
(d)
Form of Payment
. Payments with respect to any Awards granted under the Plan shall be made in cash, in Shares, or a combination
of both, as determined by the Administrator.
(e)
Award Agreement
. All Awards under this Plan shall be subject to such
additional terms and conditions as determined by the Administrator and shall be evidenced by an Award Agreement.
(f)
Date
of Grant
. The date of grant of an Award or Option shall be, for all purposes, the date on which the Administrator makes the determination granting such Award or Option, or such other later date as is determined by the Administrator in accordance
with Applicable Laws. Notice of the determination shall be provided to each Awardee and Optionee within a reasonable time after the date of such grant.
(g)
Timing of Settlement
. At the time of grant, the Administrator shall specify the settlement date applicable to an Award, which shall be no earlier than the vesting date(s) applicable to the
relevant Award and may be later than the vesting date(s) to the extent and under the terms determined by the Administrator.
(h)
Exercise or Purchase Price
. The Administrator may establish the exercise or purchase price (if any) of any Award provided
however that such price shall not be less than required by Applicable Law.
(i)
Vesting Conditions
. The Administrator
has the discretion to provide for vesting conditions for Awards tied to performance conditions which do not satisfy the requirements for Qualified Performance-Based Compensation as determined under Code Section 162(m).
(j)
Dividend Equivalents
. The Administrator may determine at the time of grant whether Awards (other than those Awards pursuant to
which Shares are issued at grant) will provide for Dividend Equivalent rights.
14.
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 Award and Option and the numerical limits of Section 6. The adjustments provided
under this Section 14(a) shall be final and binding on the affected Optionee or Awardee and the Company.
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(b)
Dissolution or Liquidation
. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Awardee and Optionee as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Optionee or Awardee to have
the right to exercise his or her Option or Award (if exercisable) until ten (10) days prior to such transaction as to all of the Optioned/Awarded Stock covered thereby, including Shares as to which the Option or Award would not otherwise be
exercisable. The Administrator in its discretion may provide that the vesting of an Award or Option accelerate at any time prior to such transaction. To the extent it has not been previously exercised, an Option or Award (if exercisable) will
terminate immediately prior to the consummation of such proposed action, and unvested Awards will be forfeited 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 Award and Option shall be assumed or an
equivalent award, 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 Award or Option, or substitute an equivalent
option or right, the Administrator shall, in lieu of such assumption or substitution, provide for the Awardee or Optionee to have the right to vest in and exercise the Option or Award (if exercisable) as to all of the Optioned/Awarded Stock,
including Shares as to which the Option or Award) would not otherwise be vested or exercisable, and in the case of an unvested Award, to vest in the entire Award. If the Administrator makes an Option or Award (if exercisable) 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 or Awardee that the Option or Award shall be fully vested and exercisable for a period of fifteen
(15) days from the date of such notice, and the Option or Award (if exercisable) will terminate upon the expiration of such period. If, in such a merger or Change in Control, the Award or Option is assumed or an equivalent award or 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 Awardee’s or Optionee’s status as
a Service Provider is terminated for any reason other than the Awardee’s or Optionee’s voluntary termination of such relationship, then (i) in the case of an Option or an Award (if exercisable), the Optionee or Awardee shall have the
right within three (3) months thereafter to exercise the Option or Award (if exercisable) as to all of the Optioned/Awarded Stock, including Shares as to which the Option or Award (if exercisable) would not be otherwise exercisable, effective
as of the date of such termination and (ii) in the case of an unvested Award, the Award shall be fully vested on the date of such termination.
For the purposes of this subsection (c), the Award or 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 Awarded Stock subject to the Award or each Share of Optioned Stock subject to the Option, in each case, 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 or an Award (if exercisable), for each Share of Optioned Stock subject to the Option and each Share of Awarded Stock subject to the Award, and upon the vesting
of an Award, for each Share of Awarded Stock 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.
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15.
Amendment and Termination of the Plan
.
(a)
Amendment and Termination
. The Board may at any time amend, alter, suspend or terminate the Plan. The Board may not materially
alter the Plan without shareholder approval, including by increasing the benefits accrued to Awardees or Optionees under the Plan; increasing the number of securities which may be issued under the Plan; modifying the requirements for participation
in the Plan; or including a provision allowing the Board to lapse or waive restrictions at its discretion.
(b)
Shareholder
Approval
. The Company shall obtain shareholder approval of this Plan amendment to the extent necessary and desirable to comply with Applicable Laws and paragraph (c) below.
(c)
Effect of Amendment or Termination
. No amendment, alteration, suspension or termination of the Plan or any Award or Option
shall (i) impair the rights of any Awardee or Optionee, unless mutually agreed otherwise between the Awardee or Optionee and the Administrator, which agreement must be in writing and signed by the Awardee or Optionee and the Company or
(ii) permit the reduction of the exercise price of an Option or Stock Appreciation Right after it has been granted (except for adjustments made pursuant to Section 14 of the Plan), unless approved by the Company’s shareholders.
Neither may the Administrator, without the approval of the Company’s shareholders, cancel any outstanding Option or Stock Appreciation Right and replace it with a new Option or Stock Appreciation Right with a lower exercise price, where the
economic effect would be the same as reducing the exercise price of the cancelled Option or Stock Appreciation Right. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with
respect to Awards and 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 14 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 or Award (if exercisable) or the vesting of
an Award unless the exercise of such Option or Award 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 or Award (if exercisable), the Company may require the
person exercising such Option or Award 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.
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19.
Shareholder Approval; Effective Date; Plan Term for ISO
Grants
. 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. The Plan shall be effective as of the date the Plan is approved by the Company’s shareholders (the “Effective Date”). No Incentive Stock Options may be granted under the Plan after the earlier or the tenth (10
th
) anniversary of (a) the date the Plan is approved by the
Board or (b) the Effective Date.
20.
Governing Law
. The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the State of California.
21.
Section 409A
. To the extent that the
Administrator determines that any Award or Option granted under the Plan is subject to Section 409A of the Code, the Award Agreement or Option Agreement evidencing such Award or Option shall incorporate the terms and conditions required by
Section 409A of the Code. To the extent applicable, the Plan and Award Agreements and Option Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the
Administrator determines that any Award or Option may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the
Administrator may, without consent of the Awardee or Optionee, adopt such amendments to the Plan and the applicable Award Agreement or Option Agreement or adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award or Option from Section 409A of the Code and/or preserve the intended tax treatment of the benefits
provided with respect to the Award or Option, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.
22.
Tax Withholding
. The Company or any Subsidiary or Affiliate, as appropriate, shall have the authority and the
right to deduct or withhold, or require an to remit to the Company, an amount sufficient to satisfy U.S. federal, state, and local taxes and taxes imposed by jurisdictions outside of the United States (including income tax, social insurance
contributions, payment on account and any other taxes that may be due) required by law to be withheld with respect to any taxable event concerning an Optionee or Awardee arising as a result of this Plan or to take such other action as may be
necessary in the opinion of the Company or a Subsidiary or Affiliate, as appropriate, to satisfy withholding obligations for the payment of taxes. The Administrator may in its discretion and in satisfaction of the foregoing requirement allow a
participant to elect to have the Company withhold Shares otherwise issuable under an Option or Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. No Shares shall be delivered hereunder to any
Optionee or Awardee or other person until the Optionee or Awardee, or such other person has made arrangements acceptable to the Administrator for the satisfaction of these tax obligations with respect to any taxable event concerning the Optionee or
Awardee, or such other person arising as a result of the Options or Awards made under this Plan.
23.
No Right to
Employment or Services
. Nothing in the Plan or any Award Agreement or Option Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary or Affiliate to terminate any Awardee’s or Optionee’s employment
or services at any time, nor confer upon any Awardee or Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.
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24.
Unfunded Status of Awards
. The Plan is intended to be an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to an Awardee pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Awardee any rights that are greater than those of a general creditor
of the Company or any Subsidiary or Affiliate.
25.
No Representations or Covenants with respect to Tax Qualification
.
Although the Company may endeavor to (1) qualify an Award for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States (
e.g.
, incentive stock options under Section 422 of the Code or
French-qualified stock options) or (2) avoid adverse tax treatment (
e.g.
, under Sections 280G, 409A or 457A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or
avoid unfavorable tax treatment and any liability to any Optionee or Awardee for failure to maintain favorable or avoid unfavorable tax result. The Company shall be unconstrained in its corporate activities without regard to the potential negative
tax impact on Awardees or Optionees under the Plan.
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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
STOCK OPTION AGREEMENT
(Outside Director Option – U.S. Version)
Unless otherwise defined herein, the capitalized terms used in this Stock Option Agreement shall have the same defined
meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
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I.
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NOTICE OF STOCK OPTION GRANT
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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 (the “Option Agreement”), as follows:
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Grant Number
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Date of Grant
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Vesting Commencement Date
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Exercise Price per Share
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$
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Total Number of Shares Granted
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Total Exercise Price
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$
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Type of Option:
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Nonstatutory Stock Option
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Term/Expiration Date:
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Seventh (7
th
) Anniversary of the Date of Grant
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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 1/12
th
of the Shares subject to the Option for each complete calendar month
after the Date of Grant of the Option.
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Termination Period
:
This Option may be exercised for three (3) months after the Optionee ceases to be a Service Provider. Upon the death or Disability
of the Optionee, this Option may be exercised for twelve months after the Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.
The
Administrator 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.
(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 designated by the Company from time to time, 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.
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:
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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 have a Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
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D.
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Non-Transferability of Option
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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 the 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.
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.
Regardless of any action the Company takes with respect to any or all income tax, social security, payroll tax, payment on account or
other tax-related items related to the Optionee’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the
Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of this Option, including, without limitation, the grant, vesting or exercise of this Option, the issuance of Shares upon exercise of this Option, the subsequent sale of Shares acquired pursuant to such issuance and the
receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any
particular tax result. Furthermore, if the Optionee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Optionee acknowledges that the Company may be required to withhold
or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as
applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company, or its agents, at its discretion, to satisfy the obligations with
regard to all Tax-Related Items by either or both of the following:
(a) withholding from proceeds of the sale of Exercised
Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or
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(b) withholding in the Exercised Shares to be issued upon exercise of this Option.
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised
Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan.
Finally, the Optionee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account
for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to
comply with his or her obligations in connection with the Tax-Related Items.
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G.
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No Advice Regarding Grant
.
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The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the
Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Shares. The Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her
participation in the Plan before taking any action related to the Plan.
The
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Option Agreement and any other Option materials by and among, as applicable, the
Company and any Affiliate for the exclusive purposes of implementing, administering and managing the Optionee’s participation in the Plan.
The Optionee understands that the Company may hold certain personal information about him or her, including, without limitation, the Optionee’s name, home address and telephone number, date of birth,
social security number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all stock options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in the Optionee’s favor, for the exclusive purposes of implementing, administering and managing the Plan (“Data”).
The Optionee understands that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the
Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located outside the United States, and that the recipients’ country may have different data privacy laws
and protections than the United States. The Optionee authorizes the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to
receive, possess, use, retain and transfer the Data, in
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electronic or other form, for the sole purposes of implementing, administering and managing the Optionee’s participation in the Plan.
The
Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
The
provisions of this Option Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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K.
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Imposition of Other Requirements
.
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The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this Option and on any Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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L.
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Securities Law Compliance
.
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Notwithstanding anything to the contrary contained herein, no Shares will be issued to the Optionee upon the exercise of this Option
unless the Shares subject to the Option are then registered under the Securities Act of 1933, as amended (the “Securities Act’), or, if such Shares are not so registered, the Company has determined that such issuance would be exempt from
the registration requirements of the Securities Act. By accepting this Option, the Optionee agrees not to sell any of the Shares received under this Option at a time when Applicable Laws or Company policies prohibit a sale.
The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or
modify the Plan, this Option Agreement or the Notice of Grant or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or
appropriate to ensure that this Option qualifies for exemption from, or complies with the requirements of, Section 409A of the Code; provided, however, that the Company makes no representation that the Option will be exempt from, or will comply
with, Section 409A of the Code, and makes no undertakings to preclude Section 409A of the Code from applying to the Option or to ensure that it complies with Section 409A of the Code.
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N.
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Entire Agreement; Governing Law
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-23-
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 the 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 the Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of California.
By the Optionee’s signature and the signature of the Company’s representative below, the 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. The 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. The 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. The Optionee further agrees to notify the Company upon any change in the residence address indicated below.
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OPTIONEE:
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TRIMBLE NAVIGATION LIMITED
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Signature
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By
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Print Name
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Print Name
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Residence Address
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Title
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-24-
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
STOCK OPTION AGREEMENT
(Outside Director Option – Non-U.S.
Version)
Unless otherwise defined herein, the capitalized terms used in this Stock Option Agreement shall have the
same defined meanings as set forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
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III.
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NOTICE OF STOCK OPTION GRANT
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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 (the “Option Agreement”), as follows:
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Grant Number
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Date of Grant
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Vesting Commencement Date
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Exercise Price per Share
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$
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Total Number of Shares Granted
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Total Exercise Price
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$
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Type of Option:
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Nonstatutory Stock Option
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Term/Expiration Date:
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Seventh (7
th
) Anniversary of the Date of Grant
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Vesting Schedule
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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 1/12
th
of the Shares subject to the Option for each complete calendar month
after the Date of Grant of the Option.
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Termination Period
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This Option may be exercised for three (3) months after the Optionee ceases to be a Service Provider. Upon the death or Disability
of the Optionee, this Option may be exercised for twelve months after the Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.
The
Administrator 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.
(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 designated by the Company from time to time, 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.
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:
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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.
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D.
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Non-Transferability of Option
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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 the 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.
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.
Regardless of any action the Company and/or any Affiliate (collectively, the “Company”) takes with respect to any or all income
tax, social security, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to him or her (“Tax-Related Items”), the Optionee acknowledges that the
ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further acknowledges that the Company (i) makes no representations or
undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, without limitation, the grant, vesting or exercise of this Option, the issuance of Shares upon exercise of this Option, the
subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the
Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Optionee has become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the
Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the
Optionee authorizes the Company, or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by either or both of the following:
(c) withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf
pursuant to this authorization); or
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(d) withholding in the Exercised Shares to be issued upon exercise of this Option.
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised
Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan.
Finally, the Optionee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account
for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to
comply with his or her obligations in connection with the Tax-Related Items.
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G.
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Nature of Option Grant
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In accepting this Option, the Optionee acknowledges the following:
1. the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated
by the Company at any time;
2. the grant of this Option is voluntary and occasional and does not create any contractual or
other right to receive future stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past;
3. all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Company;
4. the Optionee’s participation in the Plan shall not interfere with the ability of the Company to terminate the Optionee’s Service Provider relationship at any time;
5. the Optionee’s participation in the Plan is voluntary;
6. this Option and the Optioned Stock are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company;
7. this Option and the Optioned Stock are not intended to replace any pension rights or compensation;
8. this Option and the Optioned Stock are not part of normal or expected compensation or salary for any purposes, including, without
limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or an Affiliate;
9. this Option and the
Optionee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or an Affiliate;
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10. the future value of the underlying Shares is unknown and cannot be predicted with any
certainty;
11. if the Optioned Stock does not increase in value, this Option will have no value;
12. if the Optionee exercises this Option and obtains Shares, the value of the Shares acquired upon exercise may increase or decrease in
value, even below the Exercise Price;
13. no claim or entitlement to compensation or damages shall arise from forfeiture of
this Option if the Optionee ceases to be a Service Provider (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant, to which the Optionee is not otherwise entitled, the Optionee irrevocably
agrees never to institute any claim against the Company or an Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is
allowed by a court of competent jurisdiction, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim; and
14. in the event that the Optionee ceases to be a Service Provider (whether or not in breach of local labor laws), the Optionee’s right, if any, to vest in this Option will terminate effective as of
the date on which the Optionee is no longer an active Service Provider and will not be extended by any notice period mandated under Applicable Laws (
e.g.
, Optionee would not be an active Service Provider for a period of “garden
leave” or similar period pursuant to Applicable Laws); the Administrator shall have the exclusive discretion to determine when the Optionee is no longer an active Service Provider for purposes of this Option.
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H.
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No Advice Regarding Grant
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The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the
Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Shares. The Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her
participation in the Plan before taking any action related to the Plan.
The
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Option Agreement and any other Option materials by and between, as applicable,
the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.
The Optionee understands that the Company and any Affiliate may hold certain personal information about him or her, including, without limitation, the Optionee’s name, home address and telephone
number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all stock options or any other entitlement to Shares awarded, canceled,
exercised, vested,
-29-
unvested or outstanding in the Optionee’s favor, for the exclusive purposes of implementing, administering and managing the Plan (“Data”).
The Optionee understands that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be
selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and
that the recipients’ country (
e.g.
, the United States) may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that he or she may request a list with the names and addresses of any
potential recipients of the Data by contacting his or her local human resources representative. The Optionee authorizes the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Optionee’s participation in the Plan.
The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company. The Optionee understands, however, that
refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the Optionee understands that he or she may
contact the Company.
If the
Optionee has received this Option Agreement or any other documents related to the Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.
The
Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
The
provisions of this Option Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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Notwithstanding any provisions in this Option Agreement, this Option shall be subject to any special terms and conditions for the
Optionee’s country set forth in the Appendix. Moreover, if the Optionee relocates to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to the Optionee, to the extent the Company
determines that the application of such terms and conditions is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan. The Appendix constitutes part of this Option Agreement.
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N.
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Imposition of Other Requirements
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The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this Option and on any Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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O.
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Securities Law Compliance
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Notwithstanding anything to the contrary contained herein, no Shares will be issued to the Optionee upon the exercise of this Option
unless the Shares subject to the Option are then registered under the Securities Act of 1933, as amended (the “Securities Act’), or, if such Shares are not so registered, the Company has determined that such issuance would be exempt from
the registration requirements of the Securities Act. By accepting this Option, the Optionee agrees not to sell any of the Shares received under this Option at a time when Applicable Laws or Company policies prohibit a sale.
The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or
modify the Plan, this Option Agreement or the Notice of Grant or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or
appropriate to ensure that this Option qualifies for exemption from, or complies with the requirements of, Section 409A of the Code; provided, however, that the Company makes no representation that the Option will be exempt from, or will comply
with, Section 409A of the Code, and makes no undertakings to preclude Section 409A of the Code from applying to the Option or to ensure that it complies with Section 409A of the Code.
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Q.
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Entire Agreement; Governing Law
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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 the 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 the Optionee.
This
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agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of California.
By the Optionee’s signature and the signature of the Company’s representative below, the 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. The 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. The 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. The Optionee
further agrees to notify the Company upon any change in the residence address indicated below.
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OPTIONEE:
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TRIMBLE NAVIGATION LIMITED
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Signature
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By
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Print Name
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Print Name
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Residence Address
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Title
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-32-
EXHIBIT A
APPENDIX TO
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
STOCK OPTION AGREEMENT
(NON-U.S. OPTIONEES)
TERMS AND CONDITIONS
This Appendix, which is part of the Option Agreement, includes
additional terms and conditions that govern this Option and that will apply to the Optionee if he or she is in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings
ascribed to them in the Plan or the Option Agreement.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which the Optionee should be aware with respect to his or her participation in the Plan. The
information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not
rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when he or she exercise this Option and/or sells any Shares
acquired at exercise.
In addition, the information contained herein is general in nature and may not apply to the Optionee’s particular
situation. As a result, the Company is not in a position to assure the Optionee of any particular result. The Optionee therefore is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or
her particular situation.
Finally, if the Optionee is a citizen or resident of a country other than that in which the Optionee currently is
working, or transfers his or her residence to a different country after the Date of Grant, the information contained herein may not apply to him or her.
SWEDEN
There are no country-specific terms and conditions.
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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
STOCK OPTION AGREEMENT
(U.S. OPTIONEES)
Unless otherwise defined herein, the capitalized terms used in this Stock Option Agreement shall have the same defined meanings as set
forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
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I.
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NOTICE OF STOCK OPTION GRANT
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Name (Optionee):
____________________________
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 (the “Option Agreement”), as follows:
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Grant Number
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Date of Grant
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Vesting Commencement Date
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Exercise Price per Share
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$
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Total Number of Shares Granted
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Total Exercise Price
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$
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Type of Option
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__ Incentive Stock Option
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__ Nonstatutory Stock Option
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Term/Expiration Date:
___________________________________________________
Vesting Schedule
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This Option shall be exercisable, in whole or in part, in accordance with the following schedule:
-34-
20% of the Shares subject to this Option shall vest twelve months after
the Vesting Commencement Date, and 1/60
th
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.
Termination Period
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This Option may be exercised for three (3) months after the Optionee ceases to be a Service Provider. Upon the death or Disability
of the Optionee, this Option may be exercised for twelve (12) months after the Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.
A.
Grant of
Option
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The Administrator hereby grants to the person named in the Notice of Stock Option Grant (the “Notice of
Grant”) attached as Part I of this Option 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 Section 422(d) of the Code, it shall be treated as a Nonstatutory Stock Option (“NSO”).
B.
Exercise of Option
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1.
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.
2.
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
designated by the Company from time to time (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.
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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
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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 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
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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 the 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
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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
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1.
Withholding Taxes
. Regardless of any action the Company and/or the Optionee’s actual employer, if the Company is not the Optionee’s employer (collectively, the
“Company”), takes with respect to any or all income tax, social security, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to him or her
(“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company. The Optionee further
acknowledges that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, without limitation, the grant, vesting or exercise of this
Option, the issuance of Shares upon exercise of this Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the
grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Optionee has become subject to tax in more than one jurisdiction between the Date
of Grant and the date of any relevant taxable event, the
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Optionee acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the Optionee will pay or make adequate arrangements satisfactory
to the Company to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company, or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company; or
(b) withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale
or through a mandatory sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization); or
(c) withholding in the Exercised Shares to be issued upon exercise of this Option.
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised Shares,
notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan.
Finally, the Optionee shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account
for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares if the Optionee fails to
comply with his or her obligations in connection with the Tax-Related Items.
2.
Notice of Disqualifying Disposition of ISO
Shares
. If the Option granted to the Optionee herein is an ISO, and if the 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.
G.
NO GUARANTEE OF CONTINUED SERVICE
.
THE 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 OR THE EMPLOYER, IF THE COMPANY IS NOT THE OPTIONEE’S EMPLOYER (AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
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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 THE OPTIONEE’S RIGHT OR THE EMPLOYER’S RIGHT TO TERMINATE THE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, IN COMPLIANCE WITH APPLICABLE LOCAL LAW.
H.
Nature of Option Grant
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In accepting this Option, the Optionee acknowledges the following:
1. the Plan
is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
2. the grant of this Option is voluntary and occasional and does not create any contractual or other right to receive future stock options, or benefits in lieu of stock options, even if stock options have
been granted repeatedly in the past;
3. all decisions with respect to future stock option grants, if any, will be at the sole
discretion of the Company;
4. the Optionee’s participation in the Plan shall not create a right to further employment
with the Company or any Affiliate and shall not interfere with the ability of the Company or an Affiliate, as applicable, to terminate the Optionee’s Service Provider relationship at any time;
5. the Optionee’s participation in the Plan is voluntary;
6. this Option and the Optioned Stock are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the
Optionee’s employment contract, if any;
7. this Option and the Optioned Stock are not intended to replace any pension
rights or compensation;
8. this Option and the Optioned Stock are not part of normal or expected compensation or salary for
any purposes, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no
event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate;
9.
this Option and the Optionee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Affiliate;
10. the future value of the underlying Shares is unknown and cannot be predicted with any certainty;
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11. if the Optioned Stock does not increase in value, this Option will have no value;
12. if the Optionee exercises this Option and obtains Shares, the value of the Shares acquired upon exercise may increase or
decrease in value, even below the Exercise Price;
13. no claim or entitlement to compensation or damages shall arise from
forfeiture of this Option if the Optionee ceases to be a Service Provider (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant, to which the Optionee is not otherwise entitled, the Optionee
irrevocably agrees never to institute any claim against the Company and his or her actual employer, if the Company is not his or her employer, waives his or her ability, if any, to bring any such claim, and releases the Company and any Affiliate
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim; and
14. in the event that the Optionee ceases to be a Service Provider (whether or not in breach of local labor laws), the Optionee’s
right, if any, to vest in this Option will terminate effective as of the date on which the Optionee is no longer an active Service Provider and will not be extended by any notice period mandated under Applicable Laws; the Administrator shall have
the exclusive discretion to determine when the Optionee is no longer an active Service Provider for purposes of this Option.
I.
No Advice Regarding Grant
.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Optionee’s participation in the Plan, or the Optionee’s acquisition
or sale of the underlying Shares. The Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
J.
Data Privacy
.
The Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Option Agreement and any other
Option materials by and among, as applicable, the Company and any Affiliate for the exclusive purposes of implementing, administering and managing the Optionee’s participation in the Plan.
The Optionee understands that the Company may hold certain personal information about him or her, including, without limitation, the
Optionee’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all stock options or any other
entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purposes of implementing, administering and managing the Plan (“Data”).
The Optionee understands that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be
selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.
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The Optionee understands that the recipients of the Data may be located outside the United States, and that the recipients’ country may have different data privacy laws and protections than
the United States. The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Optionee authorizes the Company,
the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the sole purposes of implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that Data will be held only as long as is necessary to implement, administer and manage the
Optionee’s participation in the Plan. The Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw
the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Optionee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate
in the Plan. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.
K.
Electronic Delivery
.
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Optionee hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
L.
Severability
.
The provisions of this Option Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
M.
Imposition of Other Requirements
.
The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this Option and on any
Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan, and to require the Optionee to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing.
N.
Entire Agreement; Governing Law; Venue
.
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 the 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 the Optionee. This
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agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of California.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Option or this Option Agreement, the parties hereby submit to and consent
to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and
no other courts, where this grant is made and/or to be performed.
O.
Securities Law Compliance
Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon the exercise of this Option unless the
Shares subject to the Option are then registered under the Securities Act of 1933, as amended (the “Securities Act’), or, if such Shares are not so registered, the Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. By accepting this Option, you agree not to sell any of the Shares received under this Option at a time when Applicable Laws or Company policies prohibit a sale.
P.
Code Section 409A
The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan, this Option Agreement or the Notice of Grant or
adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate to ensure that this Option qualifies for exemption
from, or complies with the requirements of, Section 409A of the Code; provided, however, that the Company makes no representation that the Option will be exempt from, or will comply with, Section 409A of the Code, and makes no undertakings
to preclude Section 409A of the Code from applying to the Option or to ensure that it complies with Section 409A of the Code.
BY
THE OPTIONEE’S SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW, THE 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. THE
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. THE
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. THE OPTIONEE FURTHER AGREES TO NOTIFY THE COMPANY UPON ANY CHANGE
IN THE RESIDENCE ADDRESS INDICATED BELOW.
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OPTIONEE:
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TRIMBLE NAVIGATION LIMITED
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Signature
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By
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Steven W. Berglund
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Print Name
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Print Name
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President & CEO
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Residence Address
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Title
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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
STOCK OPTION AGREEMENT
(NON-U.S. OPTIONEES)
Unless otherwise defined herein, the capitalized terms used in this Stock Option Agreement shall have the same defined meanings as set
forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
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III.
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NOTICE OF STOCK OPTION GRANT
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You have been granted a Nonstatutory Stock 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 (the “Option Agreement”), including any special terms and conditions for the Optionee’s country in any appendix hereto attached as
Exhibit
A
(the “Appendix”), as follows:
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Grant Number
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Date of
Grant
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Vesting Commencement
Date
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Exercise Price per
Share
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$
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Total Number of Shares
Granted
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Total Exercise
Price
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$
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Term/Expiration
Date:
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Vesting Schedule
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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
1/60
th
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.
Termination Period
:
This Option may be exercised for three (3) months after the Optionee ceases to be a Service Provider. The period during which
Optionee is considered to be a Service Provider will not be extended by any notice of termination or similar period; instead, the termination date will
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be considered the last day of active service for the purposes of this Option Agreement. Upon the death or Disability of the Optionee, this Option may be exercised for twelve (12) months
after the Optionee ceases to be a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.
The Administrator
hereby grants to the person named in the Notice of Stock Option Grant (the “Notice of Grant”) attached as Part I of this Option Agreement (the “Optionee”) a Nonstatutory Stock 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.
1.
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, including the Appendix.
2.
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, designated by the Company from time to time (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.
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
(in U.S. dollars); or
2. check (denominated in U.S. dollars); or
3. consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan.
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D.
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Non-Transferability of Option
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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 the Optionee only by the Optionee. The terms of the Plan and this Option Agreement, including
the Appendix, shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
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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.
Regardless of any action the Company or the Optionee’s actual employer, if the Company is not the actual employer (the
“Employer”), takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Optionee’s participation in the Plan and legally applicable to him or her
(“Tax-Related Items”), the Optionee acknowledges that the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The
Optionee further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, without limitation, the
grant, vesting or exercise of this Option, the issuance of Shares upon exercise of this Option, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends; and (b) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax-Related Items or achieve any particular tax result. Furthermore, if the Optionee has become subject to tax in
more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, the Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, the
Optionee will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Optionee authorizes the Company and/or the Employer, or their respective agents, at their
discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:
1.
withholding from the Optionee’s wages or other cash compensation paid to the Optionee by the Company and/or the Employer; or
2. withholding from proceeds of the sale of Exercised Shares acquired upon exercise, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Optionee’s behalf
pursuant to this authorization); or
3. withholding in the Exercised Shares to be issued upon exercise of this Option.
To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Optionee is deemed, for tax purposes, to have been issued the full number of Exercised
Shares, notwithstanding that some Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Optionee’s participation in the Plan.
Finally, the Optionee shall pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer
may be required to withhold or account for as a result of the Optionee’s participation in the Plan, which amount cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds of the
sale of Shares if the Optionee fails to comply with his or her obligations in connection with the Tax-Related Items.
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G.
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NO GUARANTEE OF CONTINUED SERVICE
.
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THE 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 EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE 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 THE OPTIONEE’S RIGHT OR THE EMPLOYER’S RIGHT TO TERMINATE THE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, IN COMPLIANCE WITH APPLICABLE LOCAL LAW.
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H.
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Nature of Option Grant
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In accepting this Option, the Optionee acknowledges the following:
15. the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated
by the Company at any time;
16. the grant of this Option is voluntary and occasional and does not create any contractual or
other right to receive future stock options, or benefits in lieu of stock options, even if stock options have been granted repeatedly in the past;
17. all decisions with respect to future stock option grants, if any, will be at the sole discretion of the Company;
18. the Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Optionee’s
Service Provider relationship at any time;
19. the Optionee’s participation in the Plan is voluntary;
20. this Option and the Optioned Stock are an extraordinary item that does not constitute compensation of any kind for services of any
kind rendered to the Company or the Employer, and which is outside the scope of the Optionee’s employment contract, if any;
21. this Option and the Optioned Stock are not intended to replace any pension rights or compensation;
22. this Option and the Optioned Stock are not part of normal or expected compensation or salary for any purposes, including, without limitation, calculating any severance, resignation, termination,
redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the
Company, the Employer or any Affiliate;
23. this Option and the Optionee’s participation in the Plan will not be
interpreted to form an employment contract or relationship with the Company or an Affiliate;
24. the future value of the
underlying Shares is unknown and cannot be predicted with any certainty;
25. if the Optioned Stock does not increase in
value, this Option will have no value;
-46-
26. if the Optionee exercises this Option and obtains Shares, the value of the Shares
acquired upon exercise may increase or decrease in value, even below the Exercise Price;
27. no claim or entitlement to
compensation or damages shall arise from forfeiture of this Option if the Optionee ceases to be a Service Provider (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant, to which the Optionee
is not otherwise entitled, the Optionee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate, waives his or her ability, if any, to bring any such claim, and releases the Company, the Employer, and any
Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, the Optionee shall be deemed irrevocably to have agreed not to pursue such claim; and
28. in the event that the Optionee ceases to be a Service Provider (whether or not in breach of local labor laws), the Optionee’s
right, if any, to vest in this Option will terminate effective as of the date on which the Optionee is no longer an active Service Provider and will not be extended by any notice period mandated under Applicable Laws (
e.g.
, Optionee would not
be an active Service Provider for a period of “garden leave” or similar period pursuant to Applicable Laws); the Plan Administrator shall have the exclusive discretion to determine when the Optionee is no longer an active Service Provider
for purposes of this Option.
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I.
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No Advice Regarding Grant
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The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the
Optionee’s participation in the Plan, or the Optionee’s acquisition or sale of the underlying Shares. Optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation
in the Plan before taking any action related to the Plan.
The
Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Option Agreement and any other Option materials by and among, as applicable, the
Employer, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing the Optionee’s participation in the Plan.
The Optionee understands that the Company and the Employer may hold certain personal information about him or her, including, without limitation, the Optionee’s name, home address and telephone
number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all stock options or any other entitlement to Shares awarded, canceled,
exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purposes of implementing, administering and managing the Plan (“Data”).
The Optionee understands that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the
Company with the implementation, administration and management of the Plan. The Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States)
may have different data privacy laws and protections than the Optionee’s country. The Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local
human resources representative. The Optionee authorizes the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Optionee’s participation in the Plan. The Optionee understands that Data will be held only as long as
is necessary to implement, administer and manage the Optionee’s participation in the Plan. The Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. The Optionee understands, however, that refusing or withdrawing his or her
consent may affect his or her ability to participate in the Plan. For more information on the
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consequences of his or her refusal to consent or withdrawal of consent, the Optionee understands that he or she may contact his or her local human resources representative.
If the
Optionee has received this Option Agreement or any other documents related to the Plan translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.
The
Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Optionee hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company.
The
provisions of this Option Agreement, including the Appendix, are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.
Notwithstanding any provisions in this Option Agreement, this Option shall be subject to any special terms and conditions for the
Optionee’s country set forth in the Appendix. Moreover, if the Optionee relocates to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to the Optionee, to the extent the Company
determines that the application of such terms and conditions is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan. The Appendix constitutes part of this Option Agreement.
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O.
|
Imposition of Other Requirements
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The Company reserves the right to impose other requirements on the Optionee’s participation in the Plan, on this Option and on any Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan, and to require the Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
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P.
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Entire Agreement; Governing Law; Venue
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The Plan is incorporated herein by reference. The Plan and this Option Agreement, including the Appendix, 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 the 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 the Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of California.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Option or this Option Agreement, the parties hereby submit to and consent
to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and
no other courts, where this grant is made and/or to be performed.
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BY THE OPTIONEE’S SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW, THE
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, INCLUDING THE APPENDIX. THE OPTIONEE HAS REVIEWED THE PLAN AND THIS OPTION AGREEMENT, INCLUDING THE
APPENDIX, 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, INCLUDING THE APPENDIX. THE 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, INCLUDING THE APPENDIX. THE OPTIONEE FURTHER AGREES TO NOTIFY THE COMPANY UPON ANY CHANGE IN
THE RESIDENCE ADDRESS INDICATED BELOW.
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OPTIONEE:
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TRIMBLE NAVIGATION LIMITED
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Signature
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By
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Steven W. Berglund
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Print Name
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Print Name
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President & CEO
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Residence Address
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Title
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-49-
EXHIBIT A
APPENDIX TO
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
STOCK OPTION AGREEMENT
(NON-U.S. OPTIONEES)
TERMS AND CONDITIONS
This Appendix, which is part of the Option Agreement, includes
additional terms and conditions that govern this Option and that will apply to the Optionee if he or she is in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings
ascribed to them in the Plan or the Option Agreement.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which the Optionee should be aware with respect to his or her participation in the Plan. The
information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Optionee not
rely on the information in this Appendix as the only source of information relating to the consequences of his or her participation in the Plan because such information may be outdated when he or she exercise this Option and/or sells any Shares
acquired at exercise.
In addition, the information contained herein is general in nature and may not apply to the Optionee’s particular
situation. As a result, the Company is not in a position to assure the Optionee of any particular result. The Optionee therefore is advised to seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or
her particular situation.
Finally, if the Optionee is a citizen or resident of a country other than that in which the Optionee currently is
working, or transfers employment to a different country after the Date of Grant, the information contained herein may not apply to him or her.
AUSTRALIA
TERMS AND
CONDITIONS
Australian Addendum
. The Optionee understands and agrees that his or her right to participate in the Plan and any
Option granted under the Plan are subject to an Australian Addendum to the Plan. This Option is subject to the terms and conditions stated in the Australian Addendum, the Offer Document, the Plan and the Option Agreement.
Right to Exercise
. Notwithstanding Paragraph B.1 of the Option Agreement and consistent with Section 7(e) of the Plan, the Optionee may not
exercise any portion of this Option unless and until the Fair Market Value (as defined in Section 2(u) of the Plan) per Share underlying this Option on the date of exercise equals or exceeds the Exercise Price per Share pursuant to the
procedures established by the Company to determine the length of time that the Fair Market Value must trade at or above the Exercise Price per Share to meet this requirement.
NOTIFICATIONS
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Securities Law Notification
. If the Optionee acquires Shares under the Plan and offers the
Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law, and the Optionee should obtain legal advice regarding any applicable disclosure obligations prior to making any
such offer.
Exchange Control Notification
. Exchange control reporting is required for cash transactions exceeding A$10,000 and
international fund transfers. The Australian bank assisting with the transaction will file the report for the Optionee. If there is no Australian bank involved in the transfer, the Optionee will be required to file the report him/herself.
BELGIUM
TERMS
AND CONDITIONS
Tax Considerations
. This Option must be accepted in writing either (a) within 60 days of the offer (for tax
at offer), or (b) more than 60 days after the offer (for tax at exercise). The Optionee will receive a separate offer letter, acceptance form and undertaking form in addition to the Option Agreement. The Optionee should refer to the offer
letter for a more detailed description of the tax consequences of choosing to accept this Option. The Optionee should consult his or her personal tax advisor with respect to completion of the additional forms.
NOTIFICATIONS
Tax Reporting
Notification
. The Optionee is required to report any taxable income attributable to this Option on his or her annual tax return. The Optionee also is required to report any bank accounts opened and maintained outside of Belgium on his or her
annual tax return.
CANADA
TERMS AND CONDITIONS
Termination Period
. The following provision replaces
the first sentence of the “Termination Period” provision in Part I of the Option Agreement:
This Option may be exercised for three
(3) months after the date that is the earlier of (i) the date on which the Optionee receives notice of termination of his or her status as an active Service Provider; or (ii) the date on which the Optionee ceases to be a Service
Provider.
The following provisions apply if the Optionee is in Quebec:
Consent to Receive Information in English
. The parties acknowledge that it is their express wish that the Option Agreement, as well as all documents, notices and legal proceedings entered into,
given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir
exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite
à la présente convention.
Data Privacy
. The following provision supplements Paragraph J of the Option Agreement:
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The Optionee hereby authorizes the Company and the Company’s representatives to discuss and obtain all
relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. The Optionee further authorizes the Company, the Employer and/or any Affiliate to disclose and discuss such information with their
advisors. The Optionee also authorizes the Company, the Employer and/or any Affiliate to record such information and to keep such information in the Optionee’s employment file.
COSTA RICA
There are no country-specific terms and conditions.
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control
Information
. The Optionee may be required to file a report with the Czech National Bank in connection with this Option and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and
without notice, the Optionee should consult his or her personal advisor before exercising this Option to ensure compliance with current regulations. The Optionee is solely responsible for complying with applicable Czech exchange control laws.
FRANCE
TERMS
AND CONDITIONS
Option Not Tax-Qualified
. The Optionee understands that this Option is not intended to be French tax-qualified.
Consent to Receive Information in English
. By accepting this Option, the Optionee confirms that he or she has read and understood the
documents relating to the Option (the Option Agreement and the Plan), which were provided in the English language. The Optionee accepts the terms of these documents accordingly.
En acceptant cette Option, le Bénéficiaire d’Options confirme qu’il ou qu’elle a lu et compris les documents afférents à l’Option (le Contrat
d’Options et le Plan), qui sont produits en langue anglaise. Le Bénéficiaire d’Options accepte les dispositions de ces documents en connaissance de cause.
NOTIFICATIONS
Exchange Control Information
. If the Optionee imports or
exports cash (
e.g.
, sales proceeds received under the Plan) with a value equal to or exceeding €10,000 and does not use a financial institution to do so, he or she must submit a report to the customs and excise authorities. If the
Optionee maintains a foreign bank account, he or she is required to report the maintenance of such to the French tax authorities when filing his or her annual tax return.
GERMANY
NOTIFICATIONS
Exchange Control Information
. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If the Optionee
uses a German bank to transfer a cross-border payment in
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excess of €12,500 in connection with the sale of Shares acquired under the Plan, the bank will make the report for the Optionee. In addition, the Optionee must report any receivables or
payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.
INDIA
TERMS AND CONDITIONS
Payment
Method
. The Optionee understands and agrees that, if he or she elects to pay the Exercise Price by means of a cashless exercise program implemented by the Company in connection with the Plan, he or she will not be permitted to engage in a
“cashless sell-to-cover” exercise whereby a portion of Exercised Shares are sold at exercise to cover the Exercise Price, Tax-Related Items, including FBT, and brokerage fees.
NOTIFICATIONS
Exchange Control Information
. Please note that proceeds
from the sale of Shares must be repatriated to India within a reasonable period of time (
i.e.
, two weeks). Optionee should obtain a foreign inward remittance certificate (“FIRC”) from the bank for his or her records to document
compliance with this requirement, in case evidence of such repatriation is requested by the Reserve Bank of India or the Employer.
IRELAND
NOTIFICATIONS
Director Notification Requirement
. If Optionee is a director, shadow director
1
or secretary of an Irish Affiliate of the Company, pursuant to
Section 53 of the Irish Company Act 1990, he or she must notify the Irish Affiliate of the Company in writing within five (5) business days of receiving or disposing of an interest in the Company (e.g., an Option, Shares, etc.), or within
five (5) business days of becoming aware of the event giving rise to the notification requirement, or within five (5) days of becoming a director, shadow director or secretary if such an interest exists at that time. This notification
requirement also applies with respect to the interests of a spouse or minor child, whose interests will be attributed to the director, shadow director or secretary.
ITALY
TERMS AND CONDITIONS
Method of Payment
. Notwithstanding Paragraph C of the Option Agreement, due to financial regulations in Italy, when the Optionee exercises the
Option, the Optionee must use a cashless exercise program implemented by the Company in connection with the Plan whereby the Optionee makes an irrevocable election to exercise this Option as to all the Optioned Stock by instructing the
Company’s broker to sell all the Exercised Shares and to remit the proceeds, less any Tax-Related Items and brokerage fees to the Optionee in cash (a “Cashless Sell-All Exercise”). The Company reserves the right to permit the
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A shadow director is an individual who is not on the board of directors of the Company or the Irish Affiliate but who has sufficient control so that the board of
directors of the Company or the Irish Affiliate, as applicable, acts in accordance with the directions and instructions of the individual.
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Optionee to exercise by means other than the Cashless Sell-All Exercise depending on developments in local laws.
Data Privacy Notice and Consent
. The following provision replaces Paragraph J of the Option Agreement:
The Optionee hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of his or her personal data as described in this section of
this Appendix by and among, as applicable, the Employer, the Company and any Affiliate for the exclusive purposes of implementing, administering, and managing the Optionee’s participation in the Plan.
The Optionee understands that the Employer, the Company and any Affiliate hold certain personal information about him or her, including, without
limitation, the Optionee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Affiliate, details of all
stock options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Optionee’s favor, for the exclusive purpose of implementing, managing and administering the Plan (“Data”).
The Optionee also understands that providing the Company with Data is necessary for the performance of the Plan and that his or
her refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Optionee’s ability to participate in the Plan. The Controller of personal data processing is Trimble Navigation
Limited, with registered offices at 935 Stewart Drive, Sunnyvale, California 94085, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Trimble Italia SrL, Centro Torri Bianche, Palazzo Larice,
3, 20059 Vimercate (MI), Italy.
The Optionee understands that Data will not be publicized, but it may be transferred to banks,
other financial institutions, or brokers involved in the management and administration of the Plan. The Optionee understands that Data may also be transferred to the Company’s independent registered public accounting firm Ernst & Young
LLP, or such other public accounting firm that may be engaged by the Company in the future. The Optionee further understands that the Company, the Employer and/or any Affiliate will transfer Data among themselves as necessary for the purposes of
implementing, administering and managing the Optionee’s participation in the Plan, and that the Company, the Employer and/or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration,
and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom the Optionee may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain, and transfer
Data in electronic or other form, for the purposes of implementing, administering, and managing the Optionee’s participation in the Plan. The Optionee understands that these recipients may be located in or outside of the European Economic Area,
such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the
necessary legal obligations connected with the management and administration of the Plan.
The Optionee understands that
Data-processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security
provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
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The processing activity, including communication, the transfer of Data abroad, including outside of
the European Economic Area, as herein specified and pursuant to applicable local laws and regulations, does not require the Optionee’s consent thereto, as the processing is necessary to the performance of contractual obligations related to
implementation, administration, and management of the Plan. The Optionee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right, without limitation, to access, delete, update, correct, or
terminate, for legitimate reason, the Data-processing. Furthermore, the Optionee is aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting
the Optionee’s local human resources representative.
Plan Document Acknowledgment
. In accepting this Option, the
Optionee acknowledges that he or she has received a copy of the Plan and the Option Agreement and has reviewed the Plan and the Option Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan
and the Option Agreement, including this Appendix.
The Optionee acknowledges that he or she has read and specifically approves the following
provisions of the Option Agreement: the “Termination Period” provision in Part I; Paragraph F, “Tax Obligations”; Paragraph G, “No Guarantee of Continued Service”: Paragraph H, “Nature of Option Grant”;
Paragraph I, “No Advice Regarding Grant”; Paragraph K, “Language”; Paragraph P, “Entire Agreement; Governing Law; Venue”; and the “Data Privacy Notice and Consent” in this Appendix.
NOTIFICATIONS
Exchange
Control Information
. The Optionee is required to report in his or her annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign
investments or investments (including proceeds from the sale of Shares acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Optionee
is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Optionee’s behalf.
JAPAN
NOTIFICATIONS
Exchange Control Information
. If the Optionee acquires Shares valued at more than ¥100,000,000 in a single
transaction, the Optionee must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the Shares.
In addition, if the Optionee pays more than ¥30,000,000 in a single transaction for the purchase of Shares when the Optionee exercises the Option, the Optionee must file a Payment Report with the
Ministry of Finance through the Bank of Japan by the 20th day of the month following the month in which the payment was made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan.
A Payment Report is required independently from a Securities Acquisition Report. Therefore, if the total amount that the Optionee pays upon a
one-time transaction for exercising the Option and purchasing Shares exceeds ¥100,000,000, the Optionee must file both a Payment Report and a Securities Acquisition Report.
KENYA
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There are no country-specific terms and conditions.
KOREA
NOTIFICATIONS
Exchange Control Information
. To remit funds out of Korea to exercise the Option by paying the Exercise Price with cash,
the Optionee must obtain a confirmation of the remittance by a foreign exchange bank in Korea. This is an automatic procedure (
i.e.
, the bank does not need to approve the remittance and the process should not take more than a day). The
Optionee likely will need to present to the bank processing the transaction supporting documentation evidencing the nature of the remittance. If the Optionee receives US$500,000 or more from the sale of Shares, Korean exchange control laws require
the Optionee to repatriate the proceeds to Korea within 18 months of the sale.
NETHERLANDS
NOTIFICATIONS
Securities Law
Information
. The Optionee should be aware of Dutch insider-trading rules, which may impact the sale of Shares acquired under the Plan. In particular, the Optionee may be prohibited from effectuating certain transactions if he or she has
inside information regarding the Company.
By accepting the grant of this Option and participating in the Plan, the Optionee acknowledges
having read and understood this Securities Law Information and further acknowledges that it is the Optionee’s responsibility to comply with the following Dutch insider-trading rules.
Under Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone who has “inside information” related to an issuing company is prohibited from effectuating a transaction in
securities in or from the Netherlands. “Inside information” is defined as knowledge of details concerning the issuing company to which the securities relate, which is not public and which, if published, would reasonably be expected to
affect the stock price, regardless of the development of the price. The insider could be a Service Provider in the Netherlands who has inside information as described herein.
Given the broad scope of the definition of inside information, certain Service Providers working in the Netherlands (possibly including the Optionee) may have inside information and, thus, would be
prohibited from effectuating a transaction in securities in the Netherlands at a time when the Optionee had such inside information.
NEW ZEALAND
TERMS AND
CONDITIONS
Securities Law Acknowledgment
. The Optionee acknowledges that he or she will receive the following documents in
connection with the offer to purchase shares at exercise of this Option:
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(i)
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the Option Agreement, including this Appendix, which sets forth the terms and conditions of this Option;
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(ii)
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a copy of the Company’s most recent annual report and most recent financial reports have been made available to the Optionee to enable the Optionee to make
informed decisions concerning participation in the Plan; and
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(iii)
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a copy of the description of the Plan (the “Description”) (
i.e.
, the Company’s Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as
amended), and the Company will provide any attachments or documents incorporated by reference into the Description upon written request. The documents incorporated by reference into the Description are updated periodically. Should the Optionee
request copies of the documents incorporated by reference into the Description, the Company will provide the Optionee with the most recent documents incorporated by reference.
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RUSSIA
TERMS AND CONDITIONS
U.S. Transaction
. The Optionee understands that this Option shall be valid and this Option Agreement shall be concluded and become effective
only when the executed Option Agreement is received by the Company in the United States.
Method of Payment
. This provision
supplements Paragraph C of the Option Agreement:
Due to legal restrictions in Russia, payment in full of the aggregate Exercise Price to
purchase the Shares underlying the Option must be made by means of a cashless sell-all exercise, whereby all of the Shares subject to the portion of the Option that is exercised are immediately sold upon exercise and the proceeds of sale, less the
Exercise Price, any Tax-Related Items and broker’s fees or commissions, will be remitted to the Optionee in accordance with any applicable Russian exchange control laws and regulations. The Optionee will not be permitted to hold any Shares upon
exercise of the Option. The Board reserves the right to permit additional methods of paying the Exercise Price in the future, depending on developments in applicable local law.
NOTIFICATIONS
Securities Law Information
. This Appendix, the Option
Agreement, the Plan and any other materials that the Optionee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not
be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering the securities or public circulation in Russia.
Exchange Control Information
. To remit funds out of Russia to exercise the Option by paying the Exercise Price with cash, the Optionee must remit the funds from a foreign currency account at
an authorized bank in Russia. This requirement does not apply if the Optionee pays the Exercise Price by means of a cashless exercise program implemented by the Company in connection with the Plan, such that there is no remittance of funds out of
Russia.
Under current exchange control regulations, within a reasonably short time after sale of the Shares acquired under the Plan, the
Optionee must repatriate the sale proceeds to Russia. Such sale proceeds must be initially credited to the Optionee through a foreign currency account at an authorized bank in Russia. After the sale proceeds are initially received in Russia, they
may be remitted further to foreign banks in accordance with Russian exchange control laws, subject to the following limitations: (i) the foreign account may be opened only for individuals; (ii) the foreign account may not be used for
business
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activities; (iii) the Optionee must give notice to the Russian tax authorities about the opening/closing of each foreign account within one month of the account opening/closing; and
(iv) the Optionee must notify the Russian tax authorities of the account balances on his or her foreign accounts as of the beginning of each calendar year.
SINGAPORE
NOTIFICATIONS
Securities Law Information
. This Option is being granted on a private basis and is, therefore, exempt from registration in Singapore.
Director Notification Requirement
. If the Optionee is a director, associate director or shadow director of a Singaporean
Affiliate, he or she must notify the Singaporean Affiliate in writing within two days of receiving or disposing of an interest (
e.g.
, this Option) in the Company or an Affiliate, or within two days of becoming a director if such an interest
exists at the time.
SPAIN
TERMS AND CONDITIONS
Nature of Option Grant
. This provision supplements
Paragraph H of the Option Agreement:
In accepting this Option, the Optionee consents to participation in the Plan and acknowledges that he or
she has received a copy of the Plan.
The Optionee understands that the Company has unilaterally, gratuitously and in its own discretion
decided to grant stock options under the Plan to certain Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or an
Affiliate, other than as set forth in the Option Agreement. Consequently, the Optionee understands that this Option is granted on the assumption and condition that this Option and any Shares acquired upon exercise of this Option are not a part of
any employment contract (either with the Company or an Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. Furthermore, the Optionee understands that
he or she will not be entitled to continue vesting in this Option once his or her relationship with the Company or an Affiliate as a Service Provider ceases. In addition, the Optionee understands that this Option would not be granted but for the
assumptions and conditions referred to above; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to this Option
shall be null and void.
Termination of Relationship as a Service Provider
. If the Optionee ceases to be a Service Provider for any
reason other than upon the Optionee’s death or Disability (including if the termination is deemed to be an “unfair dismissal” or “constructive dismissal”), any portion of this Option that is vested shall remain exercisable
in accordance with “Termination Period” paragraph in Part I of the Option Agreement and the shares of Common Stock subject to any unvested portion of this Option shall be forfeited.
NOTIFICATIONS
Exchange Control Information
. The Optionee must
declare the acquisition of Shares to the
Direccion General de Política Comercial y de Inversiones Extranjeras
(the “DGPCIE”) of the
Ministerio de
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Economia
for statistical purposes. The Optionee must also declare ownership of any Shares with the Directorate of Foreign Transactions each January while the Shares are owned. In addition,
if the Optionee wishes to import the ownership title of the Shares (
i.e.
, share certificates) into Spain, he or she must declare the importation of such securities to the DGPCIE.
When receiving foreign currency payments derived from the ownership of Shares (
i.e.
, dividends or sale proceeds), the Optionee must inform the financial institution receiving the payment of the
basis upon which such payment is made. The Optionee will need to provide the institution with the following information: (i) the Optionee’s name, address, and fiscal identification number; (ii) the name and corporate domicile of the
Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin; (vi) the reasons for the payment; and (vii) any further information that may be required.
SWEDEN
There are no
country-specific terms and conditions.
THAILAND
NOTIFICATIONS
Exchange Control Information
. Under current exchange
control regulations, the Optionee may remit funds up to US$1,000,000 per year to invest in securities abroad by submitting an application to an authorized agent (
i.e.
, a commercial bank authorized by the Bank of Thailand to engage in the
purchase, exchange and withdrawal of foreign currency). Thus, if the Optionee exercises this Option by paying the Exercise Price in cash, he or she will be required to execute certain documents and submit them, together with certain documents
relating to the Plan, to an authorized commercial bank.
If the Optionee exercises this Option by means of a cashless exercise program
implemented by the Company in connection with the Plan, no submission to a commercial bank must be made since no funds will be remitted out of Thailand.
The Optionee must repatriate all cash proceeds received from participation in the Plan to Thailand and convert such proceeds to Thai Baht within 360 days of repatriation or deposit the funds in a foreign
exchange account with a Thai bank. If the amount of the proceeds is equal to or greater than US$20,000, the Optionee must specifically report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form.
UNITED ARAB EMIRATES
There are
no country-specific provisions.
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UNITED KINGDOM
TERMS AND CONDITIONS
Joint Election
. As a condition of participation in
the Plan and the exercise of this Option, the Optionee agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with this Option and any event giving
rise to Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, the Optionee agrees to execute a joint election with the Company, the form of such joint election having been approved formally by Her Majesty’s
Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or election. The Optionee further agrees to execute such other joint elections as may be required between the Optionee and any successor to the
Company or the Employer. The Optionee further agrees that the Company or the Employer may collect the Employer NICs from the Optionee by any of the means set forth in Paragraph F of the Option Agreement.
If the Optionee does not enter into a Joint Election prior to the exercise of this Option, he or she will not be entitled to exercise this Option
unless and until he or she enters into a Joint Election, and no Shares will be issued to the Optionee under the Plan, without any liability to the Company or the Employer.
Tax Obligations
. The following provision supplements Paragraph F of the Option Agreement:
The Optionee agrees that, if he or she does not pay or the Company or the Employer does not withhold from the Optionee, the full amount of Tax-Related
Items that the Optionee owes upon exercise of this Option, or the release or assignment of this Option for consideration, or the receipt of any other benefit in connection with this Option (the “Taxable Event”) within 90 days after the
Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount that should have been withheld shall constitute a loan owed by the Optionee to the Company and/or the
Employer, effective 90 days after the Taxable Event. The Optionee agrees that the loan will bear interest at the official HMRC rate and immediately will be due and repayable by Optionee, and the Company and/or the Employer may recover it at any time
thereafter by withholding such amount from salary, bonus or any other funds due to the Optionee by the Company or the Employer, by withholding in Shares issued upon exercise of this Option or from the cash proceeds from the sale of Shares or by
demanding cash or a check from the Optionee. The Optionee also authorizes the Company to delay the issuance of any Shares to the Optionee unless and until the loan is repaid in full.
Notwithstanding the foregoing, if the Optionee is a director or an executive officer within the meaning of Section 13(k) of the Exchange Act, the terms of the immediately foregoing provision will not
apply. In the event that the Optionee is a director or an executive officer and Tax-Related Items are not collected within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Optionee on
which additional income tax and National Insurance contributions may be payable. The Optionee acknowledges that he or she will be responsible for reporting any income tax and National Insurance contributions (including Employer NICs) due on this
additional benefit directly to HMRC under the self-assessment regime.
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TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(U.S. AWARDEES)
Unless otherwise defined herein, the capitalized terms used in this Award Agreement shall have the same defined meanings as set forth in the Trimble
Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
Name:
Address:
You have
been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this Award Agreement, as follows:
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Award Number
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Award Date
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Total Number of Restricted Stock Units Awarded
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Vesting Schedule
One hundred percent (100%) of the Restricted Stock Units subject to this Award shall vest thirty-six (36) months after the Award Date. Vesting of Restricted Stock Units shall at all times be
subject to your continuing to be a Service Provider on the applicable date(s) of vesting.
Settlement
For each vested Restricted Stock Unit, you shall be entitled to receive (a) a number of whole Shares equal to the number of Restricted Stock Units
vesting on such vesting date, or (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. Such payment shall be made in the form of whole Shares, cash or a combination of the foregoing at the Company’s discretion under the terms of the Plan, on or as soon as practicable, but no later than 60 days, following the date of
vesting.
Forfeiture
Upon the date that you cease to be a Service Provider, for any reason, all unvested Restricted Stock Units shall be forfeited. The date of ceasing to be a
Service Provider will not be extended to include any notice of termination or similar period and shall be considered ceased on the last active day of service for the purposes of the Plan.
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Tax Obligations
Regardless of any action the Company and/or your actual employer, if the Company is not your employer (collectively, the “Company”), takes with respect to any or all income tax, social security,
payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains
your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect
of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to
such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units reduce or eliminate your
liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the Award Date and the date of any relevant taxable event, you acknowledge that the Company may be
required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event,
as applicable, you will pay or make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, you authorize the Company, or its agents, at its discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the following:
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withholding from your wages or other cash compensation paid to you by the Company; or
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withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Restricted Stock Units, either through a voluntary sale or through a
mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or
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withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Restricted Stock Units.
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To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the
vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of your
participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the
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Shares, any cash payments receivable at settlement or the proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.
NO GUARANTEE OF CONTINUED SERVICE
YOU
ACKNOWLEDGE AND AGREE THAT THE VESTING OF RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF YOUR EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING AWARDED
RESTRICTED STOCK UNITS, OR RECEIVING CASH OR SHARES HEREUNDER). YOU FURTHER ACKNOWLEDGE AND AGREE 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 YOUR RIGHT OR YOUR EMPLOYER’S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT
CAUSE, AND IN ACCORDANCE WITH APPLICABLE LOCAL LAW.
Nature of Grant
In accepting the grant, you acknowledge that:
(1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(2) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive
future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
(3) all decisions with respect to future Restricted Stock Units grants, if any, will be at the sole discretion of the Company;
(4) your participation in the Plan shall not create a right to further employment with the Company or any Affiliate and shall not interfere with the ability of the Company or an Affiliate, as applicable,
to terminate your Service Provider relationship at any time;
(5) you are voluntarily participating in the Plan;
(6) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or any Affiliate, and which is outside the scope of your employment contract, if any;
(7) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
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(8) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not
part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate;
(9) the Restricted Stock Units grant and your participation in the Plan will not be interpreted to form an employment contract or
relationship with the Company or an Affiliate;
(10) the future value of the underlying Shares is unknown and cannot be
predicted with certainty;
(11) no claim or entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units resulting from termination of your employment with the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws), and, in consideration of the grant, to which you otherwise are not
entitled, you irrevocably agree never to institute any claim against the Company and your actual employer, if the Company is not your employer, waive your ability, if any, to bring any such claim, and release the Company and your actual employer
from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to
request dismissal or withdrawal of such claim; and
(12) in the event of termination of your employment (whether or not in
breach of local labor laws), your right, if any, to vest in the Restricted Stock Units under the Plan will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local
law; the Administrator shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Restricted Stock Units grant.
No Advice Regarding Grant
The Company is not providing any tax, legal or financial advice,
nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your
participation in the Plan before taking any action related to the Plan.
No Shareholder Rights Prior to Settlement
You shall have no rights of a shareholder (including the right to distributions or dividends or to vote) unless and until Shares are issued pursuant to
the terms of this Award Agreement.
Securities Law Compliance
Notwithstanding anything to the contrary contained herein, no Shares will be issued to you upon vesting of this Restricted Stock Unit unless the Shares subject to the Restricted Stock Unit are
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then registered under the Securities Act of 1933, as amended (the “Securities Act’), or, if such Shares are not so registered, the Company has determined that such vesting and issuance
would be exempt from the registration requirements of the Securities Act. By accepting the Restricted Stock Units, you agree not to sell any of the Shares received under this Award at a time when Applicable Laws or Company policies prohibit a sale.
Code Section 409A
The
vesting and settlement of Restricted Stock Units awarded pursuant to this Award Agreement are intended to qualify for the “short-term deferral” exemption from Section 409A of the Code. The Administrator reserves the right, to the
extent the Administrator deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Award Agreement to ensure that the Restricted Stock Units qualify for exemption from or comply with Section 409A
of the Code; provided, however, that the Company makes no representations that the Restricted Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these
Restricted Stock Units.
Data Privacy
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement and any other Restricted Stock
Unit Award materials by and among, as applicable, the Company and any Affiliate for the exclusive purposes of implementing, administering and managing your participation in the Plan.
You understand that the Company may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security number or other
identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
You understand
that Data will be transferred to the Company’s broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.
You understand that the recipients of the Data may be located outside the United States, and that the recipients’ country may have different data privacy laws and protections than the United States. You understand that you may request a list
with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or
in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the
Plan. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or
withdrawing your
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consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your
local human resources representative.
Entire Agreement
The Plan is incorporated herein by reference. The Plan and this Award 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 you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company.
Governing Law
This Award of Restricted
Stock Units and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of California.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Award Agreement, the parties hereby submit to and consent to
the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no
other courts, where this grant is made and/or to be performed.
Electronic Delivery
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You
hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Severability
The provisions of this
Award Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Imposition of Other Requirements
The
Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply
with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
By your signature and the signature of the Company’s representative below, you and the Company agree that this Award is governed by the terms and conditions of the Plan and this Award Agreement. You
have reviewed the Plan and this Award Agreement in their entirety,
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have had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understand all provisions of the Plan and Award Agreement. You hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. You further agree to notify the Company upon any change in the residence address indicated below.
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SERVICE PROVIDER:
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TRIMBLE NAVIGATION LIMITED:
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Signature:
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PRINT NAME
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PRINT NAME
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Title
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-67-
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(NON-U.S. AWARDEES)
Unless otherwise defined herein, the capitalized terms used in this Award Agreement shall have the same defined meanings as set
forth in the Trimble Navigation Limited Amended and Restated 2002 Stock Plan (the “Plan”).
Name:
Address:
You have been awarded the right to receive Common Stock of the Company or a cash equivalent, subject to the terms and conditions of the Plan and this
Award Agreement, including any special terms and conditions for your country in any appendix attached hereto (the “Appendix”), as follows:
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Award Number
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Award Date
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Total Number of Restricted Stock Units Awarded
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Vesting Schedule
One hundred percent (100%) of the Restricted Stock Units subject to this Award shall vest thirty-six (36) months after the Award Date. Vesting of Restricted Stock Units shall at all times be
subject to your continuing to be a Service Provider on the applicable date(s) of vesting.
Settlement
For each vested Restricted Stock Unit, you shall be entitled to receive (a) a number of Shares equal to the number of Restricted Stock Units vesting
on such vesting date, or (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. Such
payment shall be made in the form of Shares, cash or a combination of the foregoing at the Company’s discretion under the terms of the Plan, on or as soon as practicable, but no later than 60 days, following the date of vesting.
Forfeiture
Upon the date that you cease
to be a Service Provider, for any reason (including, without limitation, a termination that is deemed to be an “unfair dismissal” or “constructive dismissal”), all unvested Restricted Stock Units shall be forfeited. The date of
ceasing to be a Service Provider will not be extended to include any notice of termination or similar period and shall be considered ceased on the last active day of service for the purposes of the Plan.
Tax Obligations
Regardless of any
action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable
to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount
-68-
actually withheld the Company or the Employer. You further acknowledge that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the
subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the
Restricted Stock Units reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant
taxable event, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the
following:
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(d)
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withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or
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(e)
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withholding from proceeds of the sale of the Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a
mandatory sale arranged by the Company (on your behalf pursuant to this authorization); or
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(f)
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withholding in Shares to be issued upon vesting/settlement or from the cash payment received at settlement (if any) of the Restricted Stock Units.
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To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable
minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the
vested Restricted Stock Units, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
Finally, you shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to
withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, any cash payments receivable at settlement or the proceeds of
the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.
NO GUARANTEE OF CONTINUED
SERVICE
YOU ACKNOWLEDGE AND AGREE THAT THE VESTING OF RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF YOUR EMPLOYER (AND NOT THROUGH THE ACT OF BEING HIRED, BEING AWARDED RESTRICTED STOCK UNITS, OR RECEIVING CASH OR SHARES HEREUNDER). YOU FURTHER ACKNOWLEDGE AND AGREE 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 YOUR RIGHT OR YOUR EMPLOYER’S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE, AND IN ACCORDANCE WITH APPLICABLE LOCAL LAW.
Nature of Grant
In accepting the grant, you acknowledge that:
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(13) the Plan is established voluntarily by the Company, it is discretionary in nature and
it may be modified, amended, suspended or terminated by the Company at any time;
(14) the grant of the Restricted Stock Units
is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the
past;
(15) all decisions with respect to future Restricted Stock Units grants, if any, will be at the sole discretion of the
Company;
(16) your participation in the Plan shall not create a right to further employment with the Employer and shall not
interfere with the ability of the Employer to terminate your Service Provider relationship at any time;
(17) you are
voluntarily participating in the Plan;
(18) the Restricted Stock Units and the Shares subject to the Restricted Stock Units
are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of your employment contract, if any;
(19) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or
compensation;
(20) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or
expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or an Affiliate;
(21) the Restricted Stock Units grant and your participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any Affiliate;
(22) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(23) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from
termination of your employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and, in consideration of the grant, to which you otherwise are not entitled, you irrevocably agree never to
institute any claim against the Company or the Employer, waive your ability, if any, to bring any such claim, and release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of
competent jurisdiction, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
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(24) in the event of termination of your employment (whether or not in breach of local labor
laws), your right, if any, to vest in the Restricted Stock Units under the Plan will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (
e.g.
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active employment would not include a period of “garden leave” or similar period pursuant to local law); the Administrator shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your
Restricted Stock Units grant.
No Advice Regarding Grant
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your
participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to
the Plan.
No Shareholder Rights Prior to Vesting
You shall have no rights of a shareholder (including the right to distributions or dividends or to vote) unless and until Shares are
issued pursuant to the terms of this Award Agreement.
Data Privacy
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal
data as described in this Award Agreement and any other Restricted Stock Unit Award materials by and among, as applicable, the Employer, the Company and any Affiliate for the exclusive purpose of implementing, administering and managing your
participation in the Plan.
You understand that the Company and the Employer may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the
Plan (“Data”).
You understand that Data will be transferred to the Company’s broker, or such
other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in
the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any
potential recipients of the Data by contacting your local human resources representative. You authorize the Company, the Company’s broker and any other third parties which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. You understand that Data will
be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect your
ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
Entire Agreement
The Plan is incorporated herein by reference. The Plan and this Award 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 you and the Company with respect to the subject matter hereof, and may not be modified adversely to your interest except by means of a writing signed by you and the Company.
Governing Law/Venue
This Award of Restricted Stock Units and this Award Agreement are governed by, and subject to, the internal substantive laws, but not the choice of law rules, of the State of California.
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or
this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for
the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.
Language
If you have received this Award Agreement or any other document
related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
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Electronic Delivery
The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by
electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
Severability
The provisions of this Award Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
Appendix
Notwithstanding any provisions in this Award Agreement, the Restricted Stock Units shall be subject to any special terms and conditions
for your country set forth in the Appendix. Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country shall apply to you, to the extent the Company determines that the application
of such terms and conditions is necessary or advisable in order to comply with Applicable Laws or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement.
Imposition of Other Requirements
The Company reserves the right to impose other requirements on your participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines
it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
BY YOUR SIGNATURE AND THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW, YOU AND THE COMPANY AGREE THAT THIS AWARD IS GOVERNED BY THE TERMS AND
CONDITIONS OF THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT, INCLUDING THE APPENDIX, IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS
AWARD AGREEMENT, AND FULLY UNDERSTAND ALL PROVISIONS OF THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS
RELATING TO THE PLAN AND AWARD AGREEMENT, INCLUDING THE APPENDIX. YOU FURTHER AGREE TO NOTIFY THE COMPANY UPON ANY CHANGE IN THE RESIDENCE ADDRESS INDICATED BELOW.
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SERVICE PROVIDER:
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TRIMBLE NAVIGATION LIMITED:
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Signature
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Print Name
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-72-
APPENDIX TO
TRIMBLE NAVIGATION LIMITED
AMENDED AND RESTATED 2002 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(NON-U.S. AWARDEES)
TERMS AND CONDITIONS
This Appendix, which is part of the Award Agreement, includes additional terms and conditions that govern the Restricted Stock Units and that will apply
to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have the meanings ascribed to them in the Plan or the Award Agreement.
NOTIFICATIONS
This Appendix also
includes information regarding securities, exchange control and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect
in the respective countries as of August 2010. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the
consequences of your participation in the Plan because such information may be outdated when you vest in the Award and/or sell any Shares acquired at vesting.
In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is not in a position to assure you of any particular result.
You, therefore, are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your particular situation.
Finally, if you are a citizen or resident of a country other than that in which you currently are working or transfer employment to a different country after the Award Date, the information contained
herein may not apply to you.
AUSTRALIA
TERMS AND CONDITIONS
Australian Addendum
. You understand and agree that your
right to participate in the Plan and any Restricted Stock Units granted under the Plan are subject to an Australian Addendum to the Plan. This Award is subject to the terms and conditions stated in the Australian Addendum, the Offer Document, the
Plan and the Award Agreement.
Restricted Stock Units Payable in Shares Only
. Notwithstanding any discretion in the Plan or anything to
the contrary in the Award Agreement, the Restricted Stock Units do not provide any right for you to receive a cash payment and shall be paid in Shares only.
NOTIFICATIONS
Securities Law Notification
. If you acquires Shares under
the Plan and offer the Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law, and you should obtain legal advice regarding any applicable disclosure obligations prior to
making any such offer.
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Exchange Control Notification
. Exchange control reporting is required for cash transactions
exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report for you. If there is no Australian bank involved in the transfer, you will be required to file the report yourself.
BELGIUM
NOTIFICATIONS
Tax Reporting
Notification
. You are required to report any taxable income attributable to the Restricted Stock Units on your annual tax return. You also are required to report any bank accounts opened and maintained outside of Belgium on your annual tax
return.
CANADA
TERMS AND CONDITIONS
Restricted Stock Units Not in Consideration of Past Services
. The Restricted Stock Units and Shares subject to the Restricted Stock Units in no
event should be considered as compensation for, or relating in any way to, past services for the Employer, the Company or an Affiliate. The Restricted Stock Units are intended to provide you an additional incentive during the vesting period, but in
no event shall be construed as constituting an express or implied promise of continued engagement as a Service Provider for the duration of the vesting period, for any period, or at all, and shall not interfere with the Employer’s right to
terminate your relationship as a Service Provider at any time.
Termination Period
. The following provision replaces paragraph
(12) of the “Nature of Grant” section of the Award Agreement:
In the event of termination of your employment (whether or not
in breach of local labor laws), your right, if any, to vest in the Restricted Stock Units under the Plan will terminate effective as of the earlier of (a) the date on which you receive notice of termination of your employment; or (b) the
date on which you are no longer actively employed by the Employer; and will not be extended by any notice period mandated under local law (
e.g.
, active employment would not include a period of “garden leave” or similar period
pursuant to local law); the Administrator shall have the exclusive discretion to determine when you are no longer actively employed for purposes of your Restricted Stock Units grant.
The following provisions apply if you are in Quebec:
Consent to Receive Information in
English
. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be
drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous
documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.
Data Privacy
. The following provision supplements the “Data Privacy” section of the Award Agreement:
You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional
or non-professional, involved in the administration of the
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Plan. You further authorize the Company, the Employer and/or any Affiliate to disclose and discuss such information with their advisors. You also authorize the Company, the Employer and/or any
Affiliate to record such information and to keep such information in your employment file.
COSTA RICA
There are no country-specific terms and conditions.
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control Information
. You may be required to file a report with the Czech National Bank in connection with the Restricted Stock Units and
the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, you should consult your personal advisor before vesting of the Restricted Stock Units to ensure compliance with
current regulations. You are solely responsible for complying with applicable Czech exchange control laws.
FRANCE
TERMS AND CONDITIONS
Restricted Stock Units Not Tax-Qualified
. You understand that this Award is not intended to be French tax-qualified.
Consent to Receive Information in English
. By accepting the grant of Restricted Stock Units and this Award Agreement, which provides for the terms
and conditions of your Restricted Stock Units, you confirm having read and understood the documents relating to this grant, which were provided to you in English. You accept the terms of those documents accordingly.
En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de vos actions gratuites, vous confirmez
avoir lu et compris les documents relatifs à cette attribution qui vous ont été transmis en langue anglaise. Vous acceptez ainsi les conditions et termes de ces documents.
NOTIFICATIONS
Exchange
Control Information
. If you import or export cash (
e.g.
, sales proceeds received under the Plan) with a value equal to or exceeding €10,000 and do not use a financial institution to do so, you must submit a report to the customs and
excise authorities. If you maintain a foreign bank account, you are required to report the maintenance of such to the French tax authorities when filing your annual tax return.
GERMANY
NOTIFICATIONS
Exchange Control Information
. Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If you use a
German bank to transfer a cross-border payment in excess of €12,500 in connection with the sale of Shares acquired under the Plan, the bank will make the report for you. In addition, you must report any receivables or payables or debts in
foreign currency exceeding an amount of €5,000,000 on a monthly basis.
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INDIA
NOTIFICATIONS
Exchange Control Information
. Please note that proceeds
from the sale of Shares must be repatriated to India within 90 days of such sale. You should obtain a foreign inward remittance certificate (“FIRC”) from the bank for your records to document compliance with this requirement, in case
evidence of such repatriation is requested by the Reserve Bank of India or the Employer.
IRELAND
NOTIFICATIONS
Director
Notification Requirement
. If you are a director, shadow director
2
or secretary of an Irish Affiliate of the Company, pursuant to Section 53 of the Irish Company Act 1990, you must notify the Irish Affiliate of the Company in writing within five (5) business
days of receiving or disposing of an interest in the Company (
e.g.
, Restricted Stock Units, Shares, etc.), or within five (5) business days of becoming aware of the event giving rise to the notification requirement, or within five
(5) business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or minor children, whose interests will be attributed to the
director, shadow director or secretary.
ITALY
TERMS AND CONDITIONS
Data Privacy Notice and Consent
. The following
provision replaces the “Data Privacy” section of the Award Agreement:
You hereby explicitly and unambiguously consent to the
collection, use, processing and transfer, in electronic or other form, of your personal data as described in this section of this Appendix by and among, as applicable, the Employer, the Company and any Affiliate for the exclusive purposes of
implementing, administering, and managing your participation in the Plan.
You understand that the Employer, the Company and any
Affiliate hold certain personal information about you, including, without limitation, your name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or
directorships held in the Company or any Affiliate, details of all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing,
managing and administering the Plan (“Data”).
You also understand that providing the Company with Data is necessary
for the performance of the Plan and that your refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The Controller of
|
2
|
A shadow director is an individual who is not on the board of directors of the Company or the Irish Affiliate but who has sufficient control so that
the board of directors of the Company or the Irish Affiliate, as applicable, acts in accordance with the directions and instructions of the individual.
|
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personal data processing is Trimble Navigation Limited, with registered offices at 935 Stewart Drive, Sunnyvale, California 94085, United States of America, and, pursuant to Legislative Decree
no. 196/2003, its representative in Italy is Trimble Italia SrL, Centro Torri Bianche, Palazzo Larice, 3, 20059 Vimercate (MI), Italy.
You understand that Data will not be publicized, but it may be transferred to banks, other financial institutions, or brokers involved in the
management and administration of the Plan. You understand that Data may also be transferred to the Company’s independent registered public accounting firm Ernst & Young LLP, or such other public accounting firm that may be engaged by
the Company in the future. You further understand that the Company, the Employer and/or any Affiliate will transfer Data among themselves as necessary for the purposes of implementing, administering and managing your participation in the Plan, and
that the Company, the Employer and/or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other
third party with whom you may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your
participation in the Plan. You understand that these recipients may be located in or outside of the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal
obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.
You understand that Data-processing related to the purposes specified above shall take place under automated or non-automated conditions,
anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area,
as herein specified and pursuant to applicable local laws and regulations, does not require your consent thereto, as the processing is necessary to the performance of contractual obligations related to implementation, administration, and management
of the Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right, without limitation, to access, delete, update, correct, or terminate, for legitimate reason, the Data-processing. Furthermore,
you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting your local human resources representative.
Plan Document Acknowledgment
. In accepting the Restricted Stock Units, you acknowledges that you have received a copy of the Plan and the
Award Agreement and have reviewed the Plan and the Award Agreement, including this Appendix, in their entirety and fully understand and accept all provisions of the Plan and the Award Agreement, including this Appendix.
You acknowledge that you have read and specifically approve the following sections of the Award Agreement: “Forfeiture”; “Tax
Obligations”; “No Guarantee of Continued Service”; “Nature of Grant”; “No Advice Regarding Grant”; “Language”; “Entire Agreement”; “Governing Law/Venue”; and “Data Privacy Notice
and Consent” in this Appendix.
NOTIFICATIONS
Exchange Control Information
. You are required to report in your annual tax return: (a) any transfers of cash or Shares to or from Italy exceeding €10,000 or the equivalent amount in
U.S. dollars; and (b) any
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foreign investments or investments (including proceeds from the sale of Shares acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if
the investment may give rise to income in Italy. You are exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on your behalf.
JAPAN
NOTIFICATIONS
Exchange Control
Information
. If you acquire Shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the acquisition.
KENYA
There are no
country-specific terms and conditions.
KOREA
NOTIFICATIONS
Exchange Control Information
. If you receive US$500,000
or more from the sale of Shares, Korean exchange control laws require you to repatriate the proceeds to Korea within 18 months of the sale.
NETHERLANDS
NOTIFICATIONS
Securities Law Information
. You should be aware of Dutch insider-trading rules, which may impact the sale of Shares
acquired under the Plan. In particular, you may be prohibited from effectuating certain transactions if you have inside information regarding the Company.
By accepting the Restricted Stock Units and participating in the Plan, you acknowledge having read and understood this Securities Law Information and further acknowledge that it is your responsibility to
comply with the following Dutch insider-trading rules.
Under Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone
who has “inside information” related to an issuing company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is defined as knowledge of details concerning the issuing
company to which the securities relate, which is not public, and which, if published, would reasonably be expected to affect the stock price, regardless of the development of the price. The insider could be a Service Provider in the Netherlands who
has inside information as described herein.
Given the broad scope of the definition of inside information, certain Service Providers working
in the Netherlands (possibly including you) may have inside information and, thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when you had such inside information.
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NEW ZEALAND
There are no country-specific terms and conditions.
SINGAPORE
NOTIFICATIONS
Securities Law
Information
. The Restricted Stock Units are being granted on a private basis and are, therefore, exempt from registration in Singapore.
Director Notification Requirement
. If you are a director, associate director or shadow director of a Singaporean Affiliate, you must notify the Singaporean Affiliate in writing within two days
of receiving or disposing of an interest (
e.g.
, the Restricted Stock Units) in the Company or an Affiliate, or within two days of becoming a director if such an interest exists at the time.
SPAIN
TERMS AND CONDITIONS
Nature of Grant
. This provision supplements the “Nature of Grant” section of the Award Agreement:
In accepting the Restricted Stock Units, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.
You understand that the Company has unilaterally, gratuitously and in its own discretion decided to grant Restricted Stock Units under the Plan to
certain Service Providers throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or an Affiliate, other than as set forth in the Award
Agreement. Consequently, you understand that this Award is granted on the assumption and condition that this Award and any Shares acquired upon vesting of this Award are not a part of any employment contract (either with the Company or an Affiliate)
and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. Furthermore, you understand that you will not be entitled to continue vesting in this Award once your
relationship with the Company or an Affiliate as a Service Provider ceases. In addition, you understand that this Award would not be granted but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that
should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to this Award shall be null and void.
NOTIFICATIONS
Exchange Control Information
. You must declare the
acquisition of Shares to the
Direccion General de Política Comercial y de Inversiones Extranjeras
(the “DGPCIE”) of the
Ministerio de Economia
for statistical purposes. You must also declare ownership of any Shares
with the Directorate of Foreign Transactions each January while the Shares are owned. In addition, if you wish to import the ownership title of the Shares (
i.e.
, share certificates) into Spain, you must declare the importation of such
securities to the DGPCIE.
When receiving foreign currency payments derived from the ownership of Shares (
i.e.
, dividends or sale
proceeds), you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the institution with the following information: (i) your name,
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address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment; (iv) the currency used; (v) the country of
origin; (vi) the reasons for the payment; and (vii) any further information that may be required.
SWEDEN
There are no country-specific terms and conditions.
THAILAND
NOTIFICATIONS
Exchange Control Information
. You must repatriate all cash proceeds received from participation in the Plan to Thailand and convert such
proceeds to Thai Baht within 360 days of repatriation or deposit the funds in a foreign exchange account with a Thai bank. If the amount of the proceeds is equal to or greater than US$20,000, you must report specifically the inward remittance to the
Bank of Thailand on a Foreign Exchange Transaction Form.
UNITED ARAB EMIRATES
There are no country-specific provisions.
UNITED KINGDOM
TERMS AND
CONDITIONS
Restricted Stock Units Payable in Shares Only
. Notwithstanding any discretion in the Plan or anything to the
contrary in the Award Agreement, the Restricted Stock Units do not provide any right for you to receive a cash payment and shall be paid in Shares only.
Joint Election
. As a condition of participation in the Plan and the vesting of the Restricted Stock Units, you agree to accept any liability for secondary Class 1 National Insurance
contributions, which may be payable by the Company and/or the Employer in connection with the Restricted Stock Units, and any event giving rise to Tax-Related Items (the “Employer NICs”). Without prejudice to the foregoing, you agree to
execute a joint election with the Company, the form of such joint election having been approved formally by Her Majesty’s Revenue and Customs (“HMRC”) (the “Joint Election”), and any other required consent or election. You
further agree to execute such other joint elections as may be required between you and any successor to the Company or the Employer. You further agree that the Company or the Employer may collect the Employer NICs from you by any of the means set
forth in the “Tax Obligations” section of the Award Agreement.
If you do not enter into a Joint Election prior to the
vesting of the Restricted Stock Units, you will not be entitled to vest in the Restricted Stock Units unless and until you enter into a Joint Election, and no Shares will be issued to you under the Plan, without any liability to the Company or the
Employer.
Tax Obligations
. The following provision supplements the “Tax Obligations” section of the Award Agreement:
You agree that, if you do not pay or the Company or the Employer does not withhold from you, the full amount of Tax-Related Items that you
owe upon vesting of the Restricted Stock Units, or the release or
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assignment of the Restricted Stock Units for consideration, or the receipt of any other benefit in connection with the Restricted Stock Units (the “Taxable Event”) within 90 days after
the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, the amount that should have been withheld shall constitute a loan owed by you to the Company and/or the Employer,
effective 90 days after the Taxable Event. You agree that the loan will bear interest at the official HMRC rate and immediately will be due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by
withholding such amount from salary, bonus or any other funds due to you by the Company or the Employer, by withholding in Shares issued upon vesting of the Restricted Stock Units or from the cash proceeds from the sale of Shares or by demanding
cash or a check from you. You also authorize the Company to delay the issuance of any Shares to you unless and until the loan is repaid in full.
Notwithstanding the foregoing, if you are an executive officer or a director within the meaning of Section 13(k) of the Exchange Act, the terms of the immediately foregoing provision will not apply.
In the event that you are an executive officer or a director and Tax-Related Items are not collected within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to you on which additional income tax
and National Insurance contributions may be payable. You acknowledge that you will be responsible for reporting any income tax and National Insurance contributions (including Employer NICs) due on this additional benefit directly to HMRC under the
self-assessment regime.
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