Trimble Navigation Limited Board of Directors Compensation Policy (Effective May 1, 2013)

Summary

This policy outlines the compensation and expense reimbursement for non-employee members of the Trimble Navigation Limited board of directors. Directors receive an initial and annual stock option grant of 25,000 shares, an annual cash retainer of $60,000 paid quarterly, and travel allowances based on the distance traveled to meetings. Options vest over one year and are exercisable for up to 12 months after leaving the board. Travel expenses are reimbursed according to company policy, with specific allowances for certain directors. The policy is effective as of May 1, 2013.

EX-10.2 3 exhibit102-trimbleboardcom.htm TRIMBLE BOARD COMPENSATION POLICY MAY 2013 Exhibit102-TrimbleBoardCompensationPolicyMay2013

Trimble Navigation Limited

Board of Directors Compensation Policy

(effective as of May 1, 2013)

The following is a schedule of the elements of compensation and expense reimbursement for nonemployee members of the Trimble board of directors, effective as of May 1, 2013.



•		A stock option grant of 25,000 shares under the Trimble Amended and Restated 2002 Stock Plan upon the initial appointment or election to the board.



•		An additional annual stock option grant of 25,000 shares to be granted to each director upon re-election by the shareholders at Trimble’s Annual Shareholders’ Meeting.



•		Options granted to directors are at fair market value on the date of grant and will have a term of 7 years, vesting monthly, on a pro-rated basis, over 1 year. Vested options are exercisable for 12 months after the individual ceases to be a member of the board, but in no event longer than the regular term of the stock option grant.



•		An annual cash retainer of $60,000, payable quarterly, commencing with the company’s third fiscal quarter.



•		A director will be paid a travel and transportation allowance, in lieu of reimbursement for expenses, in accordance with the following schedule:

$4,000 for travel to a meeting held between 1,000 miles and 3,000 miles from the director’s place of residence.

$15,000 for travel to a meeting held more than 3,000 miles from the director’s place of residence.




Note:		Miles are one-way and will be measured by air miles between airports.
		Nickolas W. Vande Steeg will be paid a travel and transportation allowance of $1,500.



•		Reimbursement of travel expenses consistent with Trimble policy for travel to a meeting held less than 1,000 miles from the director’s place of residence and all necessary travel on Trimble business, other than to attend a board meeting.