The purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Trimble Navigation Limited (the "Company") shall be to oversee the Company's compensation and employee benefit plans and practices, including its executive compensation plans and its management incentive-compensation and all equity-based plans; to review and discuss with management the Company's compensation discussion and analysis ("CD&A") to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"); and to prepare the Committee's report as required by the rules of the SEC (the "Compensation Committee Report").
II. COMPOSITION OF THE COMMITTEE
The Committee shall be comprised of three or more directors who qualify as independent directors ("Independent Directors") under the listing standards of the Nasdaq Stock Market ("NASDAQ") and shall satisfy any additional requirements that the Board deems appropriate and any other necessary standards of independence under the US federal securities and tax laws.
The members of the Committee shall be elected annually to one-year terms by majority vote of the Board at the first meeting of the Board to be held following the annual meeting of stockholders. Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Committee shall be removed except by majority vote of the Independent Directors then in office.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of the Company and this Charter. The Committee shall meet as provided by its rules, which shall be at least two times annually or more frequently as circumstances require. The Board shall designate one member of the Committee as its Chairperson, provided that if the Board does not so designate a Chairperson, the members of the Committee, by a majority vote, may designate a Chairperson. The Chairperson of the Committee or a majority of the members of the Committee may also call a special meeting of the Committee. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
IV. COMMITTEE RESPONSIBILITIES
Executive and Board Compensation
The Committee shall have the following goals and responsibilities with respect to the Company's
compensation plans:
To review at least annually the goals and objectives of the Company's executive compensation
plans, and amend, or recommend that the Board amend, these goals and objectives if the Committee
deems it appropriate.
To review at least annually the Company's executive compensation plans in light of the Company's
goals and objectives with respect to such plans, and, if the Committee deems it appropriate, adopt,
or recommend to the Board the adoption of, new, or the amendment of existing, executive compensation
plans.
To evaluate annually the performance of the Chief Executive Officer in light of the goals and
objectives of the Company's executive compensation plans, and, either as a Committee or together
with the other Independent Directors, or as directed by the Board, set his or her compensation level
based on this evaluation. In determining the long-term incentive component of the Chief Executive
Officer's compensation, the Committee shall consider all relevant factors, including the Company's
performance and relative shareholder return, the value of similar awards to chief executive officers
of comparable companies, and the awards given to the Chief Executive Officer of the Company in past years.
To evaluate annually the performance of the other executive officers of the Company in light
of the goals and objectives of the Company's executive compensation plans, and either as a Committee
or together with the other Independent Directors, or as directed by the Board, set the compensation
level of each based on this evaluation. To the extent that long-term incentive compensation is a
component of such executive officer's compensation, the Committee shall consider all relevant factors
in determining the appropriate level of such compensation, including at least the factors applicable
with respect to the Chief Executive Officer.
To evaluate annually the appropriate level of compensation for Board and Committee service
by non-employee members of the Board. The Committee shall follow the procedures set forth in
the Company's Corporate Governance Guidelines with respect to director compensation.
To perform such duties and responsibilities as may be assigned to the Board or the Committee
under the terms of any executive compensation plan.
To review perquisites or other personal benefits to the Company's executive officers and recommend
any changes to the Board.
To review and discuss with management, the Company's CD&A, and based on that review and discussion,
to recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual
report on Form 10-K.
To prepare the Compensation Committee Report in accordance with the rules and regulations of the
SEC for inclusion in the Company's annual proxy statement or annual report on Form 10-K.
To review the description of the Committee's processes and procedures for the consideration and d
etermination of executive compensation to be included in the Company's annual proxy statement.
Management Incentive-Compensation and Equity-Based Plans
The Committee shall have the following responsibilities with respect to the Company's management
incentive-compensation, profit-sharing and all equity-based plans (the "Company Plans"):
To review at least annually the goals and objectives of the Company Plans and recommend that the
Board amend these goals and objectives if the Committee deems it appropriate.
To review at least annually the Company Plans, in light of the goals and objectives of these plans,
and recommend that the Board amend these plans if the Committee deems it appropriate.
To review all equity-compensation plans that are not subject to shareholder approval under the
listing standards of NASDAQ, and to approve such plans in its sole discretion.
To perform such duties and responsibilities as may be assigned to the Board or the Committee under
the terms of any incentive-compensation or equity-based plan.
V. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Chief Executive Officer may make, and the Committee may consider, recommendations to the Committee regarding the Company's compensation and employee benefit plans and practice, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to executive officers other than the Chief Executive Officer.
VI. INVESTIGATIONS AND STUDIES; OUTSIDE ADVISERS
The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as it deems necessary or appropriate, including compensation consultants to advise the Committee with respect to amounts or forms of executive compensation. The Committee shall have the sole authority to retain or terminate a compensation consultant to assist the Committee in carrying out its responsibilities, including sole authority to approve the consultant's fees and other retention terms, such fees to be borne by the Company.
