Trimble Navigation Limited Board of Directors Compensation Policy

A stock option grant of 15,000 shares under the Trimble 2002 Stock Option Plan upon the initial appointment or election to the board.

An additional annual stock option grant of 15,000 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 seven years, vesting monthly, on a pro-rated basis, over one 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 $44,000, payable quarterly, commencing with the company’s third fiscal quarter.

A payment of $2,000 for each day in attendance at a board meeting.

A payment of $500 for participation in a telephonic board meeting.

A payment of $1,000 for each board committee meeting attended, that is not held within a day of a board meeting.

A payment of $500 for participation in a telephonic board committee meeting.

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

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.