SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant  [ ]

Check the appropriate box:
[ ]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[X]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant toss. 240.14a-11(c) orss. 240.14a-12



                           Trimble Navigation Limited
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)



--------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules  14a-6(i)(1) and 0-11.
      (1) Title of each class of securities to which transaction  applies:  N/A
      (2) Aggregate number of securities to which transaction  applies: N/A 
      (3) Per unit price or other underlying value of transaction computed 
          pursuant to Exchange Act Rule 0-11: N/A
      (4) Proposed maximum aggregate value of transaction: N/A
      (5) Total fee paid: N/A
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided  by  Exchange  Act
     Rule  0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously.  Identify the previous filing by registration  statement
     number, or the Form or Schedule and the date of its filing.
      (1)    Amount Previously Paid: N/A
      (2)    Form, Schedule, or Registration Statement No.: N/A
      (3)    Filing Party: N/A
      (4)    Date Filed: N/A



<PAGE>

                           TRIMBLE NAVIGATION LIMITED


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 11, 2000

TO THE SHAREHOLDERS:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Shareholders  of
Trimble  Navigation  Limited (the "Company") will be held at the Westin Hotel in
Santa Clara,  located at 5101 Great  America  Parkway,  Santa Clara,  California
95054 in the Magnolia Room, on Thursday,  May 11, 2000, at 1:00 p.m. local time,
for the following purposes:

     1.  To elect directors to serve for the ensuing year and until their 
         successors are elected.

     2.  To approve  an  increase  of 925,000  shares in the number of shares of
         Common  Stock  reserved  for issuance  under the  Company's  1993 Stock
         Option Plan from 5,000,000 shares to an aggregate of 5,925,000 shares.

     3.  To approve  an  increase  of 200,000  shares in the number of shares of
         Common Stock  available  for purchase by eligible  employees  under the
         Company's 1988 Employee Stock Purchase Plan from 2,950,000 shares to an
         aggregate of 3,150,000 shares.

     4.  To approve an amendment of the Company's 1990 Director Stock Option 
         Plan to extend the term of such plan by three years.

     5.  To  approve  an  amendment  of  the  Company's  bylaws  to  change  the
         authorized number of the board of directors to a variable range between
         five and nine members.

     6.  To  ratify  the  appointment  of Ernst & Young  LLP as the  independent
         auditors of the Company for the current fiscal year ending December 29,
         2000.

     7.  To transact such other business as may properly come before the meeting
         or any adjournment thereof.

         The foregoing  items of business are more fully  described in the Proxy
Statement  accompanying this Notice. Only shareholders of record at the close of
business  on March 13,  2000,  will be  entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof.

         All shareholders are cordially  invited to attend the Annual Meeting in
person.  However, to ensure your representation at the meeting, you are urged to
mark,  sign, date, and return the enclosed Proxy card as promptly as possible in
the postage-prepaid  envelope enclosed for that purpose. This year, you may also
vote  via  the  Internet  or  by  telephone  in  accordance  with  the  detailed
instructions on your Proxy card. Any shareholder  attending the meeting may vote
in person even if such shareholder previously returned a Proxy.

                                       For the Board of Directors
                                       TRIMBLE NAVIGATION LIMITED


                                       ROBERT S. COOPER
                                       Chairman of the Board

Sunnyvale, California
A
pril 4, 2000

--------------------------------------------------------------------------------
      IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU
      ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
      IN THE POSTAGE-PREPAID ENVELOPE PROVIDED OR VOTE VIA THE INTERNET OR BY
      TELEPHONE TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
--------------------------------------------------------------------------------


<PAGE>

                                                            
                           TRIMBLE NAVIGATION LIMITED

                                 ---------------

                               PROXY STATEMENT FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 11, 2000

         The enclosed  Proxy is solicited on behalf of the Board of Directors of
Trimble Navigation Limited, a California corporation (the "Company"), for use at
the Company's  Annual Meeting of Shareholders  ("Annual  Meeting") to be held at
the Westin Hotel in Santa Clara,  located at 5101 Great America  Parkway,  Santa
Clara, California 95054 in the Magnolia Room, on Thursday, May 11, 2000, at 1:00
p.m. local time, and at any adjournment(s) or postponement(s)  thereof,  for the
purposes set forth herein and in the  accompanying  Notice of Annual  Meeting of
Shareholders.

         The Company's principal executive offices are located at 645 North Mary
Avenue,  Sunnyvale,  California  94088.  The telephone number at that address is
(408) 481-8000.

         These proxy  solicitation  materials were mailed on or about April 4,
2000, to all shareholders  entitled to vote at the Annual Meeting. A copy of the
Company's  Annual  Report and Letter to  Shareholders  for the fiscal year ended
December 31, 1999 accompanies this Proxy Statement but does not form any part of
the proxy solicitation  materials. A full copy of the Company's annual report on
Form 10-K  (including  all exhibits  thereto) as filed with the  Securities  and
Exchange  Commission  ("SEC") for the fiscal year ended  December 31,  1999,  is
available via the Internet at the SEC's EDGAR web site at http://www.sec.gov. In
addition,  a copy of the Company's  annual report on Form 10-K as filed with the
SEC  is  also   available  via  the  Internet  at  the  Company's  web  site  at
http://www.trimble.com.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Shares Outstanding

         Shareholders  of record at the close of business on March 13, 2000 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting. At
the Record Date, the Company had issued and outstanding 22,930,113 shares of
common stock ("Common Stock").

Revocability of Proxies

         Any proxy  given  pursuant to this  solicitation  may be revoked by the
person  giving it at any time  before  its use by  delivering  to the  Company a
written notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.

Voting

         Each share of Common Stock  outstanding  on the Record Date is entitled
to one vote. In addition, every shareholder voting for the election of directors
may cumulate such  shareholder's  votes and give one candidate a number of votes
equal to the  number of  directors  to be  elected  multiplied  by the number of
shares  held by the  shareholder  as of the  Record  Date,  or  distribute  such
shareholder's  votes  on the same  principle  among  as many  candidates  as the
shareholder  may select,  provided  that votes  cannot be cast for more than the
number of directors to be elected.  However, no shareholder shall be entitled to
cumulate votes unless the candidate's  name has been placed in nomination  prior
to the voting and the shareholder, or any other shareholder, has given notice at
the meeting prior to the voting of the  intention to cumulate the  shareholder's
votes.  An  automated  system  


                                       1

<PAGE>

administered   by  the  Company's   transfer  agent  tabulates  the  votes.
Abstentions and broker  non-votes are each included in the  determination of the
number of shares  present and voting at the Annual  Meeting and the  presence or
absence of a quorum. The required quorum is a majority of the shares outstanding
on the Record Date.  Abstentions are counted in tabulations of the votes cast on
proposals  presented to  shareholders,  whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.

Voting Via the Internet or By Telephone

         This year, instead of completing the enclosed proxy card and submitting
it by mail,  shareholders may vote by submitting proxies  electronically  either
via  the  Internet  or  by  telephone.  Please  note  that  there  are  separate
arrangements  for using the Internet and telephone  depending on whether  shares
are registered in the Company's stock records  directly in a shareholder's  name
or whether  shares are held in the name of a  brokerage  firm or bank.  Detailed
electronic voting  instructions can be found on the individual proxy card mailed
to each shareholder.

         The Internet and  telephone  voting  procedures  have been  designed to
authenticate  each  shareholder's   identity,   in  order  to  allow  individual
shareholders  to vote their shares and to confirm that their  instructions  have
been properly  recorded.  Shareholders  voting via the Internet  should be aware
that there may be costs associated with electronic access, such as usage charges
from  Internet  access  providers and  telephone  companies,  that will be borne
solely by the individual shareholder.

Solicitation of Proxies

         The  entire  cost of this  proxy  solicitation  will  be  borne  by the
Company.  The Company has retained the  services of Beacon Hill  Partners,  Inc.
("Beacon Hill") to solicit  proxies,  for which general services the Company has
agreed to pay $3,500.  In  addition,  the Company  will also  reimburse  certain
out-of-pocket  expenses in connection with such proxy solicitation.  The Company
may reimburse brokerage firms and other persons  representing  beneficial owners
of  shares  for  their  expenses  in  forwarding  soliciting  materials  to such
beneficial  owners.  Proxies may also be solicited  by certain of the  Company's
directors,  officers,  and regular employees,  without additional  compensation,
personally or by telephone, telegram or facsimile.

Deadline for Receipt of Shareholder Proposals for 2001 Annual Meeting

         Shareholders   are  entitled  to  present   proposals  for  actions  at
forthcoming  shareholder  meetings  of the  Company  if  they  comply  with  the
requirements of the appropriate  proxy rules and regulations  promulgated by the
Securities and Exchange Commission. Proposals of shareholders which are intended
to be  considered  for inclusion in the  Company's  proxy  statement and form of
proxy  related to the  Company's  2001 Annual  Meeting of  Shareholders  must be
received by the Company at its  principal  executive  offices  (Attn:  Corporate
Secretary,  Trimble  Navigation  Limited  at 645 North Mary  Avenue,  Sunnyvale,
California 94088) no later than December 4, 2000.  Shareholders  interested in
submitting  such a proposal are advised to retain  knowledgeable  legal  counsel
with regard to the detailed  requirements of the applicable securities laws. The
timely  submission of a  shareholder  proposal to the Company does not guarantee
that it will be included in the Company's applicable proxy statement.

         The Proxy card  attached  hereto and which is to be used in  connection
with the  Company's  current  2000  Annual  Meeting  grants  the  proxy  holders
discretionary  authority to vote on any manner otherwise properly raised at such
Annual  Meeting.  The Company  presently  intends to use a similar form of proxy
card for its 2001 Annual Meeting of Shareholders. If the Company is not notified
at its principal  executive  offices of a shareholder  proposal at least 45 days
prior to the one year anniversary of the mailing of this Proxy  Statement,  then
the proxy holders for the Company's  2001 Annual  Meeting of  Shareholders  will
have the discretionary  authority to vote against any such shareholder  proposal
if it is properly  raised at such annual meeting,  even though such  shareholder
proposal is not  discussed  in the  Company's  proxy  statement  related to that
shareholder meeting.


                                       2

<PAGE>



                  PROPOSAL I--ELECTION OF DIRECTORS

Nominees

         A board of seven directors is to be elected at the Annual Meeting.  The
Board of Directors of the Company has  authorized  the  nomination at the Annual
Meeting of the persons named below as candidates.

         The names of the  nominees and certain  information  about them are set
forth below:


<TABLE>
<CAPTION>
                                                                                                Director
 Name of Nominee        Age                       Principal Occupation                           Since
--------------------    ----   ---------------------------------------------------------        -------- 
<S>                    <C>    <C>                                                                <C>   
Steven W. Berglund      48     President and Chief Executive Officer of the Company               1999
Robert S. Cooper        68     President, Chief Executive Officer and Chairman of the             1989
                                    Board of Directors of Atlantic Aerospace Electronic
                                    Corporation, Chairman of the Board of Directors of
                                    the Company
John B. Goodrich        58     Member of the law firm of Wilson Sonsini Goodrich &                1981
                                    Rosati, P.C., legal counsel to the Company
William Hart            59     General Partner, Technology Partners                               1984
Ulf J. Johansson        54     Chairman and Founder of Europolitan Holdings AB                    1999
Norman Y. Mineta        68     Vice President for Special Business Initiatives of                 1999
                                    Lockheed Martin Corporation

Bradford W. Parkinson   65    Professor at Stanford University, former President and              1984
                                     Chief Executive Officer of the Company and current
                                     consultant to the Company
</TABLE>


         Steven W. Berglund  joined the Company as President and Chief Executive
Officer in March  1999.  Mr.  Berglund  was  elected to the  Company's  Board of
Directors  at the  Annual  Meeting  of  Shareholders  held in June of 1999.  Mr.
Berglund has a diverse background with experience in engineering, manufacturing,
finance,  and global  operations.  Most recently,  Mr. Berglund was President of
Spectra  Precision,  Inc. which had global revenue of approximately $200 million
and develops and manufactures  surveying  instruments,  laser based construction
alignment  instruments,   and  construction  machine  control  systems.  Spectra
Precision is a  subsidiary  of  Spectra-Physics  AB.  During his fourteen  years
within  Spectra-Physics,  which  was an  early  Silicon  Valley  pioneer  in the
development  of laser  systems,  Mr.  Berglund held a variety of positions  that
included  four years based in Europe.  Prior to  Spectra-Physics,  Mr.  Berglund
spent a number of years in the early 1980's at Varian  Associates  in Palo Alto,
California where he held a number of planning and manufacturing roles. Varian is
a technology  company  specializing in microwave  communications,  semiconductor
manufacturing   equipment,   analytical  instruments,   and  medical  diagnostic
equipment.  Mr. Berglund began his career as a process engineer at Eastman Kodak
in Rochester,  New York.  Mr.  Berglund  attended the University of Oslo and the
University of Minnesota where he received a B.S. degree in Chemical  Engineering
in 1974 and received his M.B.A. degree from the University of Rochester in 1977.


                                       3

<PAGE>


     Robert S. Cooper was appointed Chairman of the Company's Board of Directors
in August 1998.  Dr.  Cooper has served as a director of the Company since April
1989. Since 1985, Dr. Cooper has been President,  Chief Executive  Officer,  and
Chairman  of  the  Board  of   Directors  of  Atlantic   Aerospace   Electronics
Corporation,  an  aerospace  company.  Dr.  Cooper  also  serves on the board of
directors of BAE Systems  North  America.  From 1981 to 1985,  he was  Assistant
Secretary of Defense for Research and  Technology  and  simultaneously  held the
position of Director for the Defense Advanced  Research Projects Agency (DARPA).
Dr.  Cooper  received  a  B.S.  degree  in  Electrical  Engineering  from  State
University of Iowa in 1954, a M.S.  degree in Electrical  Engineering  from Ohio
State  University  in  1958,  and a  Doctor  of  Science  degree  in  Electrical
Engineering from the Massachusetts Institute of Technology in 1963.

     John B.  Goodrich  has served as a director  of the Company  since  January
1981. Mr. Goodrich is a member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, a law firm based in Palo Alto, California. This law firm has served
as primary outside legal counsel to the Company.  Mr.  Goodrich  received a B.A.
degree from Stanford  University in 1963, a J.D.  degree from the  University of
Southern  California  in 1966,  and a L.L.M.  degree in  Taxation  from New York
University in 1970.

     William Hart has served as a director of the Company since  December  1984.
Mr.  Hart is a  General  Partner  of  Technology  Partners,  a  venture  capital
management firm that he founded in 1980. Mr. Hart previously held positions with
Cresap,   McCormick  and  Paget,   a  management   consulting   firm,  and  with
International  Business Machines Corporation.  Mr. Hart also currently serves on
the board of directors of several privately held technology companies.  Mr. Hart
received a Bachelor of Management Engineering degree from Rensselaer Polytechnic
Institute  in 1965 and a M.B.A.  degree  from the Amos Tuck  School of  Business
Administration at Dartmouth College in 1967.

     Ulf J. Johansson was appointed to serve on the Company's board of
directors  in  December  1999.  Dr.  Johansson  is a  Swedish  national  with  a
distinguished career in communications  technology. He is a founder and Chairman
of  Europolitan  Holdings  AB, a GSM mobile  telephone  operator in Sweden.  Dr.
Johansson currently serves as Chairman of both Zodiak Venture AB, a venture fund
focused  on  information  technology  (IT),  and the  University  Board of Royal
Institute of Technology in Stockholm. Dr. Johansson also currently serves on the
board of  directors  of Novo  Nordsk A/S, a Danish  pharmaceutical/life  science
company, and Trio AB as well as several privately held companies.  Dr. Johansson
formerly served as President and Chief Executive Officer of Spectra-Physics, and
Executive Vice President at Ericsson Radio Systems AB. Dr. Johansson  received a
Master  of  Science  in  Electrical  Engineering,  and a  Doctor  of  Technology
(Communication Theory) from the Royal Institute of Technology in Sweden.

     Norman Y. Mineta was elected to the  Company's  Board of  Directors  at the
Annual  Meeting  of  Shareholders  held in  June of  1999.  Mr.  Mineta  is Vice
President for Special Business  Initiatives at Lockheed Martin Corporation.  Mr.
Mineta joined Lockheed Martin in 1995,  following his retirement from the United
States House of Representatives  where he had represented  California's  Silicon
Valley  since  1975.  Mr.  Mineta  joined  Mineta  Insurance  Agency,  a general
insurance brokerage, in 1956 and held various positions within the company until
he sold the company in 1992. An  internationally  recognized expert in the field
of transportation  policy,  Mr. Mineta is a former Chair and Ranking  Democratic
Member  of  the  House  of   Representatives   Committee  on  Public  Works  and
Transportation.  In total,  Mr.  Mineta  served on the  Committee  for more than
twenty  years,  including  8 years as Chair of its  Aviation  Subcommittee.  Mr.
Mineta's major  accomplishments  on the Committee  included oversight of airline
deregulation  during the 1980's and his co-authorship of the Intermodal  Surface
Transportation Efficiency Act of 1991 (ISTEA). A native of San Jose, California,
Mr. Mineta and his family were among the 120,000  Americans of Japanese ancestry
forced into  internment  camps by the U. S.  government  during the Second World
War. During the 100th Congress,  Mr. Mineta was the driving force behind passage
of H.R. 442, the Civil Liberties Act of 1988,  which  officially  apologized for
and redressed the injustices  endured by Japanese  Americans  during the war. In
1995,  George  Washington   University  awarded  the  Martin  Luther  King,  Jr.
Commemorative  Medal to Mr. Mineta for his  contributions  to the field of civil
rights. In 1967, Mr. Mineta


                                       4

<PAGE>

became the first non-white Member of the San Jose City Council. In 1971, he
was elected as Mayor of San Jose, California, and became the first Asian Pacific
American  mayor of a major U.S.  city.  While  serving in Congress,  Mr.  Mineta
founded the Congressional  Asian Pacific American Caucus and served as its first
Chair.  In 1992, Mr. Mineta became Chair of the House  Committee on Public Works
and  Transportation,  the first Asian  American to hold this Chair.  Mr.  Mineta
received a B.S. degree from the University of California, Berkeley in 1953.

     Bradford W.  Parkinson  has served as a director of the Company since 1984,
and as a  consultant  to the Company  since 1982.  Dr.  Parkinson  served as the
Company's  President and Chief Executive  Officer from August 1998 through March
1999.  From 1980 to 1984 he was Group Vice  President  and  General  Manager for
Intermetrics, Inc. where he directed five divisions. He also served as President
of Intermetrics' industrial subsidiary, PlantStar. In 1979, Dr. Parkinson served
as  Group  Vice  President  for  Rockwell   International   directing   business
development and advanced engineering.  Currently, Dr. Parkinson is the Edward C.
Wells Endowed Chair professor at Stanford University and has been a Professor of
Aeronautics and  Astronautics at Stanford  University  since 1984. Dr. Parkinson
has also directed the Gravity Probe-B spacecraft development project at Stanford
University, sponsored by NASA, which is the largest program delegated by NASA to
a  university  and  has  been  program  manager  for  several  Federal  Aviation
Administration  sponsored  research  projects  on the use of Global  Positioning
Systems for  navigation.  Dr.  Parkinson  was on leave of absence from  Stanford
University while serving as Trimble's President and Chief Executive Officer. Dr.
Parkinson  received a B.S.  degree from the U.S.  Naval  Academy in 1957, a M.S.
degree in  Aeronautics/Astronautics  Engineering from Massachusetts Institute of
Technology in 1961 and a Ph.D. degree in Astronautics  Engineering from Stanford
University in 1966.

Vote Required

     The seven nominees receiving the highest number of affirmative votes of the
shares  entitled to be voted shall be elected as directors.  Votes withheld from
any director are counted for purposes of determining  the presence or absence of
a quorum, but have no other legal effect under California law. While there is no
definitive  statutory  or case law  authority  in  California  as to the  proper
treatment of abstentions and broker non-votes in the election of directors,  the
Company  believes that both  abstentions and broker  non-votes should be counted
solely for  purposes  of  determining  whether a quorum is present at the Annual
Meeting.  In the absence of controlling  precedent to the contrary,  the Company
intends to treat  abstentions and broker  non-votes with respect to the election
of directors in this manner.

     Unless otherwise directed, the proxy holders will vote the proxies received
by them for the seven nominees  named above.  In the event that any such nominee
is unable or declines to serve as a director at the time of the Annual  Meeting,
the proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. In the event that additional persons are
nominated  for  election  as  directors,  the proxy  holders  intend to vote all
proxies received by them in such a manner as will ensure the election of as many
of the nominees listed above as possible.  In such event, the specific  nominees
to be voted for will be determined by the proxy holders. It is not expected that
any nominee will be unable or will decline to serve as a director. The directors
elected will hold office until the next annual meeting of shareholders and until
their successors are duly elected and qualified.

Recommendation of the Board of Directors

 
    The Board of Directors  recommends that  shareholders vote FOR the election
of the above-named directors to the Board of Directors of the Company.


                                       5

<PAGE>

Board Meetings and Committees

     The Board of  Directors  held 16  meetings  during  the  fiscal  year ended
December 31, 1999. No director  attended  fewer than 75% of the aggregate of all
the meetings of the Board of Directors  and the meetings of the  committees,  if
any, upon which such director also served.

     The Board of Directors has a standing Audit  Committee.  The members of the
Audit  Committee at the  beginning  of the 1999 fiscal year were  William  Hart,
Bradford W. Parkinson and Charles R. Trimble.  The current  members of the Audit
Committee are directors Hart and Parkinson and director  Parkinson serves as the
committee  chairman.  The Audit  Committee held five meetings during fiscal year
1999. The purposes of the Audit  Committee are to make such  examinations as are
necessary  to monitor the  corporate  financial  reporting  and the internal and
external audits of the Company, to provide to the Board of Directors the results
of its examinations and  recommendations  derived  therefrom,  to outline to the
Board of Directors  improvements  made,  or to be made,  in internal  accounting
controls,  to nominate  independent  auditors,  and to provide  such  additional
information  as the committee may deem  necessary to make the Board of Directors
aware of significant financial matters which require the Board's attention.

     The Board of Directors has a standing Compensation  Committee.  The current
members of the Compensation  Committee are directors  Cooper,  Goodrich and Hart
and  director  Goodrich  serves as the  committee  chairman.  Such  Compensation
Committee  held  one  meeting  during  fiscal  year  1999.  The  purpose  of the
Compensation  Committee is to review and make  recommendations to the full Board
of Directors with respect to all forms of compensation to be paid or provided to
the Company's executive officers.

     In  November  1998,  the Board of  Directors  formed a standing  Nominating
Committee for the purpose of evaluating the size and composition of the Board of
Directors as well as  considering  potential  additional  candidates to serve as
members of the Board of Directors.  The members of the  Nominating  Committee at
the beginning of fiscal 1999 were directors Cooper, Goodrich and Parkinson.  The
current members of the Nominating  Committee are directors Berglund,  Cooper and
Goodrich and director  Cooper serves as the committee  chairman.  The Nominating
Committee  held a number of various  informal  meetings  and one formal  meeting
during fiscal 1999. The Nominating  Committee will consider nominees proposed by
shareholders of the Company.  Any shareholder who wishes to recommend a suitably
qualified  prospective nominee for the Company's Board of Directors should do so
in writing by  providing  such  candidate's  name,  qualifications  (including a
resume, if available) and appropriate  contact information to the Company at its
principal  executive  offices,  Attn:  Corporate  Secretary,  Trimble Navigation
Limited at 645 North Mary Avenue, Sunnyvale, California 94088.

Compensation Committee Interlocks and Insider Participation

     Robert S. Cooper,  John B.  Goodrich and William Hart served as the members
of the Company's Compensation Committee for the one meeting that was held during
the 1999 fiscal year.  In August 1998,  Dr. Cooper was appointed to serve as the
Company's  Chairman  of the Board of  Directors  and became an  employee  of the
Company  through August 1999 pursuant to an agreement  approved by a majority of
the  disinterested  members of the Board of  Directors.  In December  1998,  Mr.
Goodrich was appointed to serve as the Company's corporate  secretary;  however;
he is not,  and has never been an  employee of the  Company.  In  addition,  Mr.
Goodrich is a member of the law firm of Wilson Sonsini Goodrich & Rosati,  P.C.,
which was retained by the Company during the past fiscal year as general primary
outside legal counsel and which the Company currently retains.  Mr. Hart is not,
and has never been, an employee or officer of the Company.  See "Compensation of
Directors,"   "Employment   Contracts  and   Termination   of   Employment   and
Change-in-Control   Arrangements"   and  "Certain   Relationships   and  Related
Transactions."

                                       6

<PAGE>

Compensation Committee Report

     The  Compensation  Committee  of the Board of Directors  (the  "Committee")
establishes   the  general   compensation   policies  of  the  Company  and  the
compensation  plans and specific  compensation  levels for executive officers of
the Company. The Committee believes that the compensation of the Chief Executive
Officer should be primarily  influenced by the overall financial  performance of
the  Company.  In August  1998,  Bradford  W.  Parkinson  was  appointed  as the
Company's  interim President and Chief Executive Officer replacing the Company's
former President and Chief Executive  Officer,  Charles R. Trimble.  In March of
1999,  Steven W.  Berglund was  appointed as the  Company's  President and Chief
Executive Officer.

     The Committee believes that the compensation of the Chief Executive Officer
should be  established  within a range of  compensation  for similarly  situated
chief  executive  officers of comparable  companies in the high  technology  and
related  industries  in the Standard & Poor's High  Technology  Composite  Index
("peer  companies")  and their  performance  according  to data  obtained by the
Committee from independent outside consultants and publicly available data, such
as proxy data from peer companies as adjusted by the  Committee's  consideration
of the particular  factors  influencing  the Company's  performance  and current
situation.  A portion of the Chief Executive Officer's  compensation  package is
established as base salary and the balance is variable and consists of an annual
cash bonus and/or stock option grants.

     Due to the unique  challenges  then facing the  Company,  a majority of the
remaining disinterested members of the Board of Directors approved a base salary
of $30,000 per month  through  June 1999 for Dr.  Parkinson  to serve as interim
President and Chief  Executive  Officer of the Company while a search took place
to find a permanent  candidate  and  approved a base salary of $10,000 per month
for Dr.  Cooper to serve as the  Company's  Chairman  of the Board of  Directors
through August 1999.

     Within these established ranges and guidelines, and taking into account the
Company's historical  performance compared to peer companies,  the Committee and
Board of Directors also carefully considered the risks and challenges facing the
Company in offering a complete  compensation  package in recruiting Mr. Berglund
to serve as the Company's new President and Chief  Executive  Officer as well as
the individual  qualifications and skills that Mr. Berglund possesses.  Based on
these  considerations,  the  Committee  and Board of  Directors  approved a base
annual  salary  of  $400,000  for Mr.  Berglund  beginning  in March  1999.  See
"Employment  Contracts  and  Termination  of  Employment  and  Change-in-Control
Arrangements."

     The Committee also carefully reviewed and considered its cash bonus program
for fiscal year 1999 for senior executives of the Company. Such program provided
for an annual  cash  bonus  based  upon a maximum  eligible  percentage  of each
executive's  base  salary  within a range of target  incentives  as  reported by
professional  compensation  surveys.  The percentage for each executive was then
adjusted by factoring in an evaluation  of such  individual's  performance.  The
total size of the Company's bonus pool for all employees,  including executives,
was  determined  with respect to the Company's  performance  in meeting  certain
goals for both  revenue and income for fiscal  year 1999 and  bonuses  were only
paid once at the end of the fiscal  year.  For fiscal  year 1999 the total bonus
pool for all employees, including executives, was approximately $1.7 million. In
connection with Dr.  Parkinson  serving as the Company's  interim  President and
Chief Executive Officer during the first quarter of fiscal year 1999, in January
2000 the  Board of  Directors  approved  a  special  bonus to Dr.  Parkinson  of
approximately 50% of the base salary paid to him for such time period.  Pursuant
to the terms of his employment  agreement,  Mr.  Berglund is eligible for a cash
bonus of up to 50% of his base salary on a pro rata basis for fiscal  years 1999
and 2000 and one half of this bonus amount was guaranteed for fiscal year 1999.

     Based on the Board of  Directors'  and the  Committee's  evaluation  of the
challenges  and demands  facing Dr.  Parkinson  as interim  President  and Chief
Executive  Officer  in August  1998,  he was  granted an option to  purchase  an
aggregate of 100,000 shares of the Company's  Common Stock which vested over six
months and had an exercise  price equal to the then current fair market value at
the date of grant. Based on the Board of Directors' and the Committee's


                                       7

<PAGE>

evaluation  of the new  Chief  Executive  Officer's  ability  to  influence  the
long-term  growth  and  profitability  of the  Company,  the Board of  Directors
determined that Mr. Berglund should receive an option grant to purchase  400,000
shares of the Company's Common Stock upon his starting with the Company in March
1999.  Such options have an exercise price equal to the then current fair market
value at the date of grant,  vest  ratably  over the five years and have partial
acceleration provisions in certain change of control situations.

     The  Committee  also adopted  similar  policies with respect to the overall
compensation  of other senior  executive  officers of the Company.  A portion of
each  compensation  package  was  established  as base salary and the balance is
variable  and consists of an annual cash bonus and stock  option  grants.  Using
salary survey data supplied by outside  consultants and other publicly available
data, such as proxy data from peer  companies,  the Committee  established  base
salaries  for each senior  executive  within a range of  salaries  of  similarly
situated executive  officers at comparable  companies.  In addition,  these base
salaries of senior executive officers were then adjusted by the Committee taking
into consideration  factors such as the relative performance of the Company, the
performance  of the business unit for which the senior  executive is responsible
and the individual's past performance and future potential.

     The size of option grants,  if any, to other senior executive  officers was
determined  by  the  Committee's  evaluation  of  each  executive's  ability  to
influence the Company's long-term growth and profitability. The Company also has
a metric  measurement  system in place with respect to option grants made to all
new employees  under the Company's  option plans in order to ensure  consistency
among grants and  competitiveness in the marketplace.  Generally,  these options
are granted at the then current  market price and because the value of an option
bears a direct relationship to the Company's stock price, it is an incentive for
managers to create value for shareholders.  The Committee  therefore views stock
options  as  an  important   component  of  its   long-term,   performance-based
compensation philosophy.

     During  fiscal  year  1999,  the  Compensation  Committee  and the Board of
Directors  determined  that all employees  and executive  offices of the Company
should be reviewed as part of a single  worldwide  program.  The purpose of this
single review plan is to provide a common,  annual review date for all levels of
managers  to review  all  employees  of the  Company.  All  executive  officers,
including  the Chief  Executive  Officer,  will be reviewed by the  Compensation
Committee  at the same  time.  The  annual  review  period for this new plan was
established as the month of April.

     Under the new review plan, the total  compensation  of all employees of the
Company,  including  executive  officers,  will be reviewed annually in April in
accordance  with the same  common  criteria.  Base salary  guidelines  have been
established and will be revised  periodically based upon market conditions,  the
economic climate and the Company's financial position.  Merit increases, if any,
for all employees of the Company,  including executive  officers,  will be based
upon the following criteria:  the individual employee's performance for the year
as  judged  against  his/her  job  goals and  responsibilities,  the  individual
employee's  salary and performance as compared to other employees in the same or
similar department,  the individual employee's position in the salary grade, the
employee's  salary  relative to market data for the position  and the  Company's
fiscal budget and any associated restrictions.

   Robert S. Cooper, Member   John B. Goodrich, Member   William Hart, Member
   Compensation Committee      Compensation Committee    Compensation Committee


              Steven W. Berglund,                 Ulf J. Johansson,
              Board of Directors                  Board of Directors

              Norman Y. Mineta,                   Bradford W. Parkinson,
              Board of Directors                  Board of Directors


                                       8

<PAGE>


Compensation of Directors

     Cash  Compensation.  In  order  to  help  attract  additional  new  outside
candidates to serve on the Company's Board of Directors,  the Board of Directors
carefully considered and adopted a cash compensation policy effective January 2,
1999. Under the this cash compensation plan, all non-employee  directors receive
an annual cash retainer of $15,000 to be paid  quarterly in addition to a fee of
$1,500 for each board meeting attended in person and $375 for each board meeting
attended via telephone conference. Members of designated committees of the Board
of  Directors  receive  $750 per meeting  which is not held on the same day as a
meeting  of the  full  Board  of  Directors.  Non-employee  directors  are  also
reimbursed for travel,  including a per diem for international travel, and other
necessary  business  expenses  incurred in the  performance of their services as
directors of the Company.

     1990 Director  Stock Option Plan.  The Company's 1990 Director Stock Option
Plan (the "Director Plan") was adopted by the Board of Directors on December 19,
1990 and approved by the shareholders on April 24, 1991. An aggregate of 380,000
shares of the  Company's  Common Stock has been  previously  reserved for grants
issuable pursuant to the Director Plan ("Director  Options").  The Director Plan
provides  for  the  annual  granting  of  nonstatutory  stock  options  to  each
non-employee director of the Company (the "Outside Directors").  Pursuant to the
terms of the Director Plan, new Outside  Directors are granted a one-time option
to purchase 15,000 shares of the Company's  Common Stock upon initially  joining
the Board of Directors. Thereafter, each year, each Outside Director receives an
additional  option grant to purchase  5,000 shares if  re-elected  at the annual
meeting of shareholders.  All such Director Options have an exercise price equal
to the fair market  value of the  Company's  Common  Stock on the date of grant,
vest over three years,  and have a ten year term of exercise.  In addition,  all
such grants are  automatic  and are not subject to the  discretion of any person
upon the re-election of each such Outside Director.

     At the Record Date, options to purchase an aggregate of 198,333 shares,
having an  average  exercise  price of  $14.0641  per share  and  expiring  from
December  19,  2000 to  December  16, 2009 were  outstanding  and 95,833  shares
remained  available for future grant under the Director Plan.  During the fiscal
year ended December 31, 1999,  directors  Cooper,  Goodrich,  Hart and Parkinson
were each granted  Director  Options to purchase  5,000 shares of the  Company's
Common Stock at an exercise price of $12.4375 per share and directors Mineta and
Johansson were each granted  Directors  Options to purchase 15,000 shares of the
Company's Common Stock at an exercise prices of $12.4375 and $19.3125 per share,
respectively, upon beginning to serve on the Company's Board of Directors.

     Other Arrangements. Dr. Parkinson has served as a consultant to the Company
since 1982.  During the last fiscal year and in  connection  with serving as the
Company's  President and Chief Executive  Officer and in providing  transitional
services,  Dr.  Parkinson  was  employed  by the Company  through  June 1999 and
received a salary of $30,000 per month.  From June 1999 through August 1999, Dr.
Parkinson  continued  to help in the  transition  of the  Company  and  received
monthly payments of $12,000 per month for such services.  Beginning in September
1999, Dr.  Parkinson  resumed his usual consulting role to the Company for which
he  receives  $6,000 per month for such  consulting  services.  See  "Employment
Contracts and Termination of Employment and Change-in-Control  Arrangements" and
"Compensation Committee Report."

     In addition to serving as a director of the Company,  in August  1998,  Dr.
Cooper began  serving as the  Company's  Chairman of the Board of Directors  for
which he was  employed by the Company  through  August 1999 and for which he was
paid  $10,000  per month for such  services.  Dr.  Cooper has  continued  as the
Company's  Chairman  of the  Board  of  Directors  since  that  time but has not
received any special compensation for such services.  See "Employment  Contracts
and Termination of Employment and Change-in-Control Arrangements."

                                       9

<PAGE>


 
        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth the  shares of  Company's  Common  Stock
beneficially  owned as of the Record Date (unless otherwise noted below) by: (i)
all persons known to the Company to be the beneficial  owners of more than 5% of
the  Company's  outstanding  Common  Stock,  (ii) each  director  of the Company
(including  nominees),  (iii) the executive officers of the Company named in the
Summary  Compensation  Table contained in "COMPENSATION OF EXECUTIVE  OFFICERS",
and (iv) all directors and executive officers of the Company, as a group:


<TABLE>
<CAPTION>
 
                                                                                                        Shares
                                                                                                  Beneficially Owned (2)
                                                                                               ---------------------------- 
     5% Shareholders, Directors and Nominees, and Executive Officers (1)                          Number       Percent (%)
--------------------------------------------------------------------------------------         ------------   -------------   
<S>                                                                                           <C>                <C>   
Capital Research and Management Company and
SMALLCAP World Fund, Inc. (3)........................................................          2,540,000          11.08
     333 South Hope Street
     Los Angeles, California   90071
Frontier Capital Management LLC (4)..................................................          1,313,730           5.73
     99 Summer Street
     Boston, Massachusetts   02110

Steven W. Berglund(5)................................................................             88,176            *
Robert S. Cooper(6)..................................................................            142,722            *
John B. Goodrich(7)..................................................................             43,210            *
William Hart(8)......................................................................             82,431            *
Ulf J. Johansson(9)..................................................................              1,667            *
Norman Y. Mineta (10)................................................................              4,583            *
Bradford W. Parkinson(11)............................................................            152,642            *

Charles E. Armiger, Jr.(12)..........................................................             36,146            *
Mary Ellen Genovese(13)..............................................................             16,877            *
David M. Hall(14)....................................................................             52,438            *
Ronald C. Hyatt(15)..................................................................            230,753           1.00

All Directors and Executive Officers, as a group
     (15 persons)(5)-(16)............................................................            967,869           4.10
        
------------------
</TABLE>

*     Indicates less than 1%
(1)   Except as  otherwise  noted in the table,  the  business  address  of each
      of the  persons  named in this  table is: c/o  Trimble
      Navigation Limited, 645 North Mary Avenue, Sunnyvale, California 94088.
(2)   Except  as  indicated  in the  footnotes  to this  table and  pursuant  to
      applicable  community  property  laws, the persons named in the table have
      sole voting and investment power with respect to all shares of stock shown
      as beneficially owned by them.
(3)   The information  presented with respect to Capital Research and Management
      Company  ("CRMC") and SMALLCAP  World Fund,  Inc.  ("SWFI") is as reported
      pursuant  to a Schedule  13G as  jointly  filed  with the  Securities  and
      Exchange  Commission on February 11, 2000 by CRMC and SWFI. As reported on
      such joint Schedule 13G, CRMC is an investment  adviser  registered  under
      Section 203 of the  Investment  Advisers  Act of 1940 and was deemed to be
      the beneficial  owner of 2,540,000 shares as of the filing date due to its
      sole  dispositive  power  over  such  shares  and as a result of acting as
      investment  adviser  to  various  investment  companies  registered  under
      Section 8 of the Investment Company Act of 1940. CRMC disclaims beneficial
      ownership of all such shares pursuant to Rule 13d-4 of the Exchange Act of
      1934,  as amended.  SWFI is an  investment  company  registered  under the
      Investment  Company  Act of  1940,  which  is  advised  by  CRMC,  was the
      beneficial owner of 1,450,000 shares as of the filing date due to its sole
      voting power over such shares; however, all such shares beneficially owned
      by SWFI are included within the shares shown for CRMC.
(4)   The information  presented with respect to Frontier Capital Management LLC
      ("Frontier")  is as reported  pursuant to a Schedule 13G filed by Frontier
      with the Securities and Exchange Commission on February 15, 2000.
(5)   Includes 86,666 shares subject to stock options  exercisable  within 60 
      days of the Record. 
(6)   Includes 109,722 shares subject to stock options  exercisable within 60 
      days of the Record Date.  


                                       10

<PAGE>

(7)   Includes  24,722 shares subject to stock options exercisable within 60 
      days of the Record Date.
(8)   Includes  1,106 shares held by TPW  Management  III, L.P., a venture  
      capital fund of which Mr. Hart is a general  partner.  Also includes 
      51,389 shares subject to stock options exercisable within 60 days of the 
      Record Date.
(9)   Includes 1,667 shares subject to stock options exercisable within 60 days 
      of the Record Date. 
(10)  Includes 4,583 shares subject to stock options exercisable within 60 days 
      of the Record Date.
(11)  Includes 3 shares held by Dr. Parkinson's  spouse,  2,515 shares held in a
      charitable  remainder  trust and 146,789  shares  subject to stock options
      exercisable within 60 days of the Record Date.
(12)  Includes 18,416 shares subject to stock options exercisable within 60 days
      of the Record  Date.  
(13)  Includes  10,434  shares  subject  to stock  options exercisable  within 
      60 days of the Record  Date.  
(14)  Includes  44,098  shares subject to stock  options  exercisable  within 60
      days of the Record Date. 
(15)  Includes 107,501 shares subject to stock options  exercisable  within 60 
      days of the  Record  Date.  
(16)  Includes  655,469  shares  subject  to  stock  options exercisable within 
      60 days of the Record Date.


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities during fiscal year 1999
to file reports of initial  ownership on Form 3 and changes in ownership on Form
4 or 5 with the Securities and Exchange  Commission (the "SEC").  Such officers,
directors  and 10%  shareholders  are also  required by SEC rules to furnish the
Company with copies of all Section 16(a) reports they file.

     Based  solely on its review of the copies of such forms  received by it and
on written  representations  from its officers and  directors  and certain other
reporting  persons that no Forms 5 were required for such  persons,  the Company
believes that, during the fiscal year ended December 31, 1999, all Section 16(a)
filing requirements  applicable to its officers,  directors and 10% shareholders
were complied with on a timely basis.

                                       11

<PAGE>


 
                      COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth the  compensation,  including  bonuses,  for
each of the Company's  last three fiscal years ending  December 31, 1999 paid to
(i) all persons who served as the Company's Chief Executive  Officer during last
completed  fiscal year,  (ii) the four other most highly  compensated  executive
officers of the Company  serving at the end of the last  completed  fiscal year,
and (iii) one former executive officer of the Company who would have been one of
the four other most highly  compensated  executive  officers at year end, except
for the fact  that he was no  longer  serving  as an  executive  officer  of the
Company at the end of the last completed fiscal year:

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                              Long-term
                                                              Annual Compensation(1)       Compensation(2)
                                                             --------------------------   -----------------         
                                                                                              Securities
                                                                                              Underlying           All Other
                                                               Salary          Bonus           Options          Compensation(3)
Name and Principal Position                        Year         ($)             ($)              (#)                  ($)
------------------------------------------        -------    ----------     ------------     ---------------   ------------------   
<S>                                               <C>        <C>            <C>                <C>              <C> 
Steven W. Berglund(4)                              1999       320,000             0             400,000(5)       137,016(6)
   President and Chief Executive Officer           1998             -             -                   -                -
                                                   1997             -             -                   -                -

Bradford W. Parkinson(7)                           1999       205,293             0              35,000(8)        21,650(9)
   Former President and Chief Executive            1998       123,231             0             125,000(8)        64,061(10)
   Officer, Current Director and Consultant        1997             -             -               5,000(8)        57,000(11)

David M. Hall                                      1999       268,404             0              60,000            9,273(12)
   Group Vice President,                           1998       213,858         7,928                   0            7,700(13)
   Mobile and Timing Technologies                  1997       179,518        40,893              20,000            7,700(13)

Ronald C. Hyatt                                    1999       250,000             0                   0            1,200
   Group Vice President,                           1998       139,399             0              90,000            1,200
   Precise Positioning Group                       1997       104,810             0              50,000            1,200

Mary Ellen Genovese                                1999       194,879             0              26,000            1,939(14)
    Vice President, Finance; Chief Financial       1998       147,183         5,105              20,000            1,200
    Officer and Corporate Controller               1997       103,458        14,848               2,500            1,200

Charles E. Armiger, Jr.                            1999       191,130        12,000(15)          30,000            9,214(16)
    Vice President, Worldwide Sales                1998       176,090         9,431                   0            7,050(17)
                                                   1997       147,505        39,598              10,000            7,050(17)

Charles R. Trimble (18)                            1999       201,195             0                   0            1,358(19)
    Former Vice Chairman and Director              1998       389,584        21,022                   0           23,600(20)
                                                   1997       358,376        95,779              20,000           12,200(21)
-----------------------------
</TABLE>


(1)   Compensation deferred at the election of executive is included in the 
      category and in the year earned.
(2)   The Company has not issued stock  appreciation  rights or restricted stock
      awards.  The  Company  has no  "long-term  incentive  plan" as the term is
      defined in the applicable rules.
(3)   Includes amounts  contributed by the Company pursuant to Section 401(k) of
      the Internal  Revenue Code of 1986,  as amended,  for the periods in which
      they accrued.  All full-time  employees are eligible to participate in the
      Company's 401(k) plan.
(4)   Mr. Berglund served as the Company's President and Chief Executive Officer
      since  March  1999  and is  included  in the  Summary  Compensation  Table
      pursuant to Item  402(a)(3)(i)  of Regulation S-K of the Securities Act of
      1933, as amended (the "Securities Act").
(5)   Mr.  Berglund  received a  one-time  grant of an option to  purchase  
      400,000  shares in  connection  with being  hired as the Company's 
      President and Chief Executive Officer.


                                       12

<PAGE>

(6)   Includes  $99,479 of  relocation  costs paid by the Company in  connection
      with the  hiring  of Mr.  Berglund,  $42,333  in  connection  with a loan,
      including  related accrued  interest,  made to Mr. Berglund by the Company
      that was  forgiven  during the year and  $1,204  paid by the  Company  for
      fitness center dues provided to Mr. Berglund.
(7)   Dr.  Parkinson  served as the  Company's  President  and  Chief  Executive
      Officer from August 1998 through March 1999 and is included in the Summary
      Compensation  Table pursuant to Item 402(a)(3)(i) of Regulation S-K of the
      Securities Act of 1993. Dr. Parkinson continues to serve as a director and
      consultant to the Company subsequent to March 1999.
(8)   Includes 5,000 options  automatically granted to Dr. Parkinson for serving
      as an outside member of the Company's  Board of Directors  pursuant to the
      terms of the Company's 1990 Director Stock Option Plan.
(9)   Includes  $18,000 paid by the Company for  consulting  services  
      provided by Dr.  Parkinson  and $2,750 paid by the Company to 
      Dr. Parkinson in connection with Board attendance fees.
(10)  Includes $49,500 paid by the Company for consulting  services  provided to
      the  Company by Dr.  Parkinson  for the  portion of the 1998  fiscal  year
      before he became the Company's  President and Chief Executive  Officer and
      $14,261 paid by the Company to retain certain  medical and dental benefits
      for  Dr.  Parkinson  while  he was  on  leave  of  absence  from  Stanford
      University  and serving as the  Company's  President  and Chief  Executive
      Officer.
(11)  Includes $57,000 paid by the Company for consulting services provided by 
      Dr. Parkinson during the fiscal year.
(12)  Includes  $6,500 paid to Mr. Hall as an auto  allowance and $1,573 paid by
      the Company for fitness center dues provided to Mr. Hall.
(13)  Includes $6,500 paid to Mr. Hall as an auto allowance.
(14)  Includes $739 paid by the Company as fitness center dues provided to 
      Mrs. Genovese.
(15)  Represents  a bonus paid by the Company to Mr.  Armiger  which was used to
      help offset the interest costs  associated  with a loan previously made to
      him by the Company.
(16)  Includes  $5,850 paid to Mr.  Armiger by the Company as an auto  allowance
      and $2,164 paid by the Company for fitness  center dues provided to 
      Mr. Armiger.
(17)  Includes $5,850 paid to Mr. Armiger by the Company as an auto allowance.
(18)  Mr. Trimble served as the Company's  President and Chief Executive Officer
      until August 1998 and as a consultant and member of the Company's Board of
      Directors  until June 1999 and is  included  in the  Summary  Compensation
      Table solely  pursuant to Item  402(a)(3)(iii)  of  Regulation  S-K of the
      Securities  Act. Until June 1999,  Mr.  Trimble  continued to be paid as a
      consultant to the Company at his full regular salary rate.
(19)  Includes $858 paid by the Company for fitness center dues provided to 
      Mr. Trimble.
(20)  Includes $22,400 paid by the Company for tax planning services provided to
      Mr. Trimble.
(21)  Includes $11,000 paid by the Company for tax planning services provide to 
      Mr. Trimble.

                                       13

<PAGE>


     The following  table sets forth the number and terms of options  granted to
the persons named in the Summary Compensation Table during the fiscal year ended
December 31, 1999:

                        Option Grants in Last Fiscal Year


<TABLE>
<CAPTION>


                                Individual Grants
-------------------------------------------------------------------------------------------                               
                                    Number of       % of Total                                  Potential Realizable
                                    Securities        Options                                     Value at Assumed
                                    Underlying       Granted to                                 Annual Rates of Stock
                                     Options        Employees in        Exercise   Expiration    Price Appreciation
                                     Granted         Fiscal Year         Price        Date        for Option Term (4)
                                                                                                ------------------------- 
              Name                     (#)              (1)         ($/Share) (2)     (3)           5% ($)      10% ($)
-----------------------------     -------------     -------------   -------------- ------------ ------------  -----------       
<S>                                <C>                <C>              <C>         <C>           <C>          <C>
Steven W. Berglund...........       400,000            22.06             8.000       3/17/09      2,012,800    5,100,800

Bradford W. Parkinson........        30,000             1.65             9.625       2/1/09         181,624      460,268
                                      5,000             0.28            12.435       6/2/09          39,108       99,107

David M. Hall................        60,000             3.31            11.563       8/25/09        436,369    1,105,838

Ronald C. Hyatt..............             0               -                -            -                 0            0

Mary Ellen Genovese..........        15,000             0.83            11.563       8/25/09        109,092      276,459
                                     11,000             0.61            19.313      12/16/09        133,623      338,625

Charles E. Armiger, Jr.......        30,000             1.65            11.563       8/25/09        218,184      552,919

Charles R. Trimble(5)........             0               -                -            -                 0            0
         
------------------
</TABLE>


(1)   The Company granted  options to purchase an aggregate of 1,812,982  shares
      of the Company's  Common Stock to employees,  consultants and non-employee
      directors  during fiscal year 1999  pursuant to the  Company's  1993 Stock
      Option Plan, the 1992 Management Discount Plan and the 1990 Director Stock
      Option Plan.
(2)   All options  presented  in this table were  granted at an  exercise  price
      equal to the then fair  market  value of a share of the  Company's  Common
      Stock on the date of  grant,  as  quoted  on the  Nasdaq  National  Market
      System.
(3)   All  options  presented  in this  table may  terminate  before  the stated
      expiration  upon the  termination  of  optionee's  status as an  employee,
      consultant or director, including upon the optionee's death or disability.
(4)   The assumed 5% and 10%  compound  rates of annual stock  appreciation  are
      mandated by the rules of the Securities and Exchange Commission and do not
      represent  the  Company's  estimate or  projection  of future Common Stock
      prices.  All grants made to persons  serving as employees and directors of
      the Company  listed in the table have a ten-year  term of exercise  which,
      assuming  the  specified  rates of annual  compounding,  results  in total
      appreciation of 62.9% (at 5% per year) and 159.4% (at 10% per year).
(5)   Mr. Trimble served as the Company's  President and Chief Executive Officer
      until August 1998 and as a consultant and member of the Company's Board of
      Directors until June 1999. See "COMPENSATION OF EXECUTIVE OFFICERS-Summary
      Compensation Table", footnote #18.


                                       14

<PAGE>

     The following table provides information on option exercises by the persons
named in the Summary  Compensation  Table during the fiscal year ended  December
31, 1999:


<TABLE>
<CAPTION>
                           Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

                                 Shares                           Number of Securities                                       
                               Acquired on                            Options at                In-the-Money Options
                                Exercise     Value Realized       Fiscal Year-End (#)        at Fiscal Year-End ($)(1)
                                                             ----------------------------   ---------------------------       
            Name                   (#)            ($)        Exercisable    Unexercisable   Exercisable   Unexercisable
----------------------------  ------------  ---------------  ------------   -------------   -----------   -------------
<S>                            <C>             <C>             <C>           <C>           <C>             <C>
Steven W. Berglund..........         -                -               0       400,000               0       5,450,000

Bradford W. Parkinson.......    30,000          232,381         144,206        15,794       1,436,869          80,256

David M. Hall...............         -                -          40,529        79,471         270,083         705,917

Ronald C. Hyatt.............         -                -          91,667        78,333       1,066,798         950,135

Mary Ellen Genovese.........         -                -           8,267        43,733          76,790         368,123

Charles E. Armiger, Jr......         -                -          16,299        40,701          77,599         358,376

Charles R. Trimble(2).......         -                -               0             0               0               0

------------------
</TABLE>


(1)   Represents the market value of the Common Stock  underlying the options at
      fiscal year end, less the exercise price of  "in-the-money"  options.  The
      closing price of the Company's Common Stock on December 31, 1999 as quoted
      on the Nasdaq National Market System was $21.625.
(2)   Mr. Trimble served as the Company's  President and Chief Executive Officer
      until August 1998 and as a consultant and member of the Company's Board of
      Directors until June 1999. See "COMPENSATION OF EXECUTIVE OFFICERS-Summary
      Compensation Table", footnote #18.

Changes to Compensation Plans

     The  Company  has  proposed  amendments  to  increase  the number of shares
reserved for issuance  and sale under the  Company's  1993 Stock Option Plan and
its 1988 Employee Stock Purchase Plan and an amendment to extend the term of the
1990 Director Stock Option Plan.  Because all grants under the 1993 Stock Option
Plan are made at the  discretion of the Board of Directors,  future grants under
the 1993 Stock  Option Plan are not yet  determinable.  Similarly,  because each
employee's  participation  in the Company's 1988 Employee Stock Purchase Plan is
purely  voluntary,  the  future  benefits  under  such  plan  are  also  not yet
determinable.  Because all grants under the 1990 Director  Stock Option Plan are
automatic  pursuant to the terms on the plan and  contingent  upon each  outside
director  being   re-elected  to  the  Company's   Board  of  Directors  by  the
shareholders,  future grants under the 1990 Director  Stock Option Plan are also
not yet determinable.  Accordingly, the following table summarizes the number of
stock  options  granted  under the 1993 Stock Option Plan,  the number of shares
purchased  under the 1988 Employee  Stock  Purchase Plan and the number of stock
options granted under the 1990 Director Stock Option Plan during the last fiscal
year  ended  December  31,  1999  to  (i)  the  persons  named  in  the  Summary
Compensation  Table, (ii) all current executive  officers as a group,  (iii) all
current  directors  who are not  executive  officers  as a  group,  and (iv) all
employees (excluding executive officers) as a group.


                                       15

<PAGE>

                                New Plan Benefits

<TABLE>
<CAPTION>
                                                                             1988 Employee Stock           1990 Director
                                              1993 Stock Option Plan (1)      Purchase Plan (3)        Stock Option Plan (5)
                                              --------------------------  ------------------------    --------------------------
                                                Exercise                   Purchase                    Exercise
                                                 Price       Number of       Price      Number of       Price       Number of
                                                 ($ per       Options       ($ per        Shares        ($ per       Options
             Name and Position                 Share) (2)     Granted     Share) (4)    Purchased       Share)       Granted
--------------------------------------------  -------------  ----------   -----------  ------------    ----------   ------------    
<S>                                             <C>           <C>            <C>        <C>            <C>          <C>
Steven W. Berglund
     President and Chief Executive Officer..      8.000        275,000         -            0             -             -
Bradford W. Parkinson
     Former President and Chief Executive
     Officer, Current Director and
     Consultant.............................      9.625         30,000        6.481        1,869         18.438       5,000
David M. Hall
     Group Vice President, MTT..............     11.563         60,000        6.481        2,994          -             -
Ronald C. Hyatt
     Group Vice President, PPG..............       -             0            7.777        2,664          -             -
Mary Ellen Genovese
     Vice President, Finance; Chief
     Financial Officer and Corporate             11.563         15,000
     Controller.............................     19.313         11,000        7.627         2786          -             -
Charles E. Armiger, Jr.
     Vice President, Worldwide Sales........     11.563         30,000        8.194        1,166          -             -
Charles R. Trimble(6)(7)
     Former Vice Chairman and Director......       -             0             -            0             -             -

Current Executive Officers, as a group(8)...      9.832        763,500        7.446       15,653          -             -

Non-Executive Officer Directors, as a
     group(9)...............................       -             0             -            -            18.703      50,000

Non-Executive Officer Employees, as a group.     11.829        874,482        8.038      301,557          -             -
        
------------------
</TABLE>


(1)   Only employees and consultants  (including  officers and directors) of the
      Company are eligible for option grants under the 1993 Stock Option Plan as
      approved by the Company's Board of Directors.
(2)   Exercise  prices for the  options  granted  during  the fiscal  year ended
      December  31,  1999  under  the 1993  Stock  Option  Plan  are  shown on a
      weighted-average basis for the groups presented. Future benefits under the
      1993 Stock Option Plan are not  determinable,  as grants of options are at
      the discretion of the Company's  Board of Directors and are dependent upon
      the price of the Company stock in the future.
(3)   Only Company  employees  (including  officers) whose customary  employment
      with the  Company is at least 20 hours per week and more than five  months
      in any calendar  year are  eligible to  participate  in the 1988  Employee
      Stock Purchase Plan.
(4)   Under  the  terms of the  1988  Employee  Stock  Purchase  Plan,  eligible
      employees  may  purchase  shares of the  Company's  Common  Stock  through
      payroll  deductions  at a  purchase  price  not less  than 85% of the fair
      market  value of the  Company's  Common  Stock on the first or last day of
      each applicable six-month offering period. See "Proposal  III-Amendment to
      the 1988 Employee  Stock  Purchase  Plan." All Purchase  prices for shares
      acquired  during  the  fiscal  year  ended  January 1, 1999 under the 1988
      Employee Stock Purchase Plan are shown on a weighted-average  basis. There
      were  two open  offering  periods  during  the  last  fiscal  year and the
      applicable per share purchase prices were $13.7594 and $6.1625.
(5)   Only  Non-employee  directors  are  eligible to receive  automatic  option
      grants  under  the  1990  Director   Stock  Option  Plan.   See  "Proposal
      IV-Amendment  to the 1990 Director Stock Purchase  Plan".  Future benefits
      under the 1990 Director Stock Option Plan are not determinable,  as grants
      of options are contingent upon being  re-elected to the Company's Board of
      Directors  by the  shareholders  and are  dependent  upon the price of the
      Company stock in the future at such time.
(6)   As Mr.  Trimble then held more than 5% of the  Company's  voting  stock,  
      he was not  eligible to purchase  shares under the 1988 Employee Purchase 
      Plan pursuant to its terms.  See "Proposal  III-Amendment to the 1988 
      Employee Stock Purchase Plan."
(7)   Mr. Trimble served as the Company's  President and Chief Executive Officer
      until August 1998 and as a consultant and member of the Company's Board of
      Directors until June 1999. See "COMPENSATION OF EXECUTIVE OFFICERS-Summary
      Compensation Table", footnote #18.
(8)   Employee  officers of the Company who are also  members of the Board of 
      Directors  are not  eligible for option  grants under the 1990 Director 
      Stock Option Plan.
(9)   Non-employee directors of the Company are not eligible to participate in 
      the 1988 Employee Stock Purchase Plan.



                                       16

<PAGE>


Employment Contracts and Termination of Employment and Change-in-Control 
Arrangements


Steven W. Berglund

     On March 17, 1999, Mr. Berglund  entered into an employment  agreement with
the Company to serve as the Company's new President and Chief Executive Officer.
Such agreement  provides that Mr.  Berglund's base  compensation will be $33,333
per  month  and  that he will be  eligible  for a bonus of up to 50% of his base
compensation  pro rata for fiscal years 1999 and 2000. The employment  agreement
guarantees one half of this bonus amount for fiscal year 1999 and specifies that
the other terms and conditions of such bonus payments will be as negotiated with
the Company's  Board of Directors.  In the event of Mr.  Berglund's  involuntary
termination  or  termination  for other than defined  cause,  he will receive 12
months of  severance  based upon his last  annual  base  salary plus any accrued
bonus to date.

     In addition,  upon joining the Company, Mr. Berglund was granted options to
purchase an aggregate of 400,000  shares of the  Company's  Common Stock with an
exercise price of $8.00 per share which was the fair market value on the date of
grant in accordance with the terms of such  agreement.  Such options vest 20% at
the first  anniversary  and monthly  thereafter for five years from the original
date  of  grant  and  have a ten  year  term  of  exercise.  In the  event  of a
change-of-control  of the Company,  Mr.  Berglund  will receive an additional 12
months of vesting with respect to such options; provided, however, if such event
occurs during his first year of service, he will receive ratable vesting for his
first year in addition to the 12 months of additional vesting.

     In connection with Mr. Berglund's relocation to California and pursuant
to the terms of his employment agreement,  the Company provided him with interim
housing and  reimbursed  him for certain  moving costs and expenses and provided
him  with a loan  for  $400,000  to  assist  in the  purchase  of a new  primary
residence.  Such loan is secured by a second deed of trust on the  residence and
was made at the lending rate at which the Company is able to borrow, as adjusted
from time to time.  Such loan is to be forgiven by the Company ratably over five
years  contingent  upon Mr.  Berglund  continuing to be employed by the Company;
provided, however, that any remaining unpaid obligation would be due and payable
to the  Company  upon  the  anniversary  of  any  separation  if Mr.  Berglund's
employment relationship with the Company ends during such time period.

     Pursuant to the  employment  agreement,  Mr.  Berglund is also eligible for
other benefits and programs available to the Company's employees, including paid
vacation,   medical,  dental,  life  and  disability  insurance,  and  a  401(k)
Retirement Plan with a Company match and he will also be eligible to participate
in the Company's Executive Nonqualified Deferred Compensation Plan.

Robert S. Cooper

     In connection with agreeing to serve as the Company's Chairman of the Board
of Directors  beginning in August 1998, Dr. Cooper  entered into  employment and
consulting  agreements with the Company which provided for his employment and/or
consulting  services  though  August 31,  1999,  at a base salary of $10,000 per
month.  During such time period,  Dr. Cooper was eligible for other benefits and
programs  available to the  Company's  employees.  In addition,  upon  beginning
service as the Company's Chairman of the Board, Dr. Cooper was granted an option
to purchase  60,000 shares of the Company's  Common Stock with an exercise price
of $10.125  per share  which was the fair  market  value on the date of grant in
accordance with the terms of such  agreements.  Such options vested ratably over
12 months from the original  date of grant and have a five year term of exercise
contingent upon Dr. Cooper  remaining as an employee,  consultant or director to
the Company.

                                       17

<PAGE>

Bradford W. Parkinson

     In connection with agreeing to serve as the Company's interim President and
Chief Executive  Officer  beginning in August 1998, Dr.  Parkinson  entered into
employment  and  consulting  agreements  with the Company which provided for his
employment and/or  consulting  services though May 31, 1999, at a base salary of
$30,000 per month.  As a condition of entering into such  employment  agreement,
Dr.  Parkinson  was  required to take a leave of absence  from his position as a
Professor at Stanford University and such agreements  provided  reimbursement to
him in order to retain  certain  medical  and dental  benefits  that he normally
receives  from the  university  at a base  cost not to exceed  $1,000  per month
together  with a  gross-up  payment  for  all  applicable  taxes;  however,  Dr.
Parkinson was not eligible for any similar  benefits  available to the Company's
employees  during such time  period.  Such  consulting  agreement  entered  into
concurrently  also  provides  Dr.  Parkinson  with a payment of $6,000 per month
commencing June 1, 1999 through June 1, 2002, unless terminated earlier.  Due to
the  additional  transitional  services  required  at the  time,  Dr.  Parkinson
received  an  additional  $24,000  for the month of June 1999 and an  additional
$6,000 per month  payment from July 1, 1999 through  September 30, 1999 for such
services that he provided above those specified in the consulting agreement.

     In  addition,  pursuant  to his  employment  agreement  and upon  beginning
service as the Company's  President and Chief Executive  Officer in August 1998,
Dr.  Parkinson was granted an option to purchase 100,000 shares of the Company's
Common  Stock with an  exercise  price of $10.125  per share  which was the fair
market  value  on the  date of  grant  in  accordance  with  the  terms  of such
agreements.  Such options  vested ratably over six months from the original date
of grant and have a five year term of  exercise  contingent  upon Dr.  Parkinson
remaining as an employee, consultant or director to the Company.

C
ertain Relationships and Related Transactions

     During  fiscal  year 1996,  the  Company  invested  $80,000 in the Series A
Preferred Stock of IntegriNautics,  a privately held California corporation.  In
addition,  the Company has granted  IntegriNautics  a license to internally  use
certain of the Company's  software  technologies  to create  derivatives of such
technologies,  under  which the  Company  retains  all  rights to such  software
technologies  and  derivatives  developed but which the Company may from time to
time permit IntegriNautics to sublicense to IntegriNautics'  customers,  subject
to the Company's  approval in each  instance.  In  developing  and producing its
products for sales to others,  IntegriNautics  purchases the Company's  products
and uses them as  component  parts.  During  fiscal  year  1999,  IntegriNautics
purchased and paid for approximately $16,600 worth of the Company's products for
use as  component  parts.  In  addition,  during  fiscal year 1999,  the Company
purchased and paid for  approximately  $40,000 of products from  IntegriNautics.
Bradford W. Parkinson, who is a member of the Company's Board of Directors, is a
significant  shareholder of IntegriNautics  and served on the board of directors
of  IntegriNautics  from 1995 until March 2000.  As one of the factors  that was
considered   in  approving   the   Company's   initial   equity   investment  in
IntegriNautics,  the  Company's  Board of  Directors  specifically  reviewed the
fairness  of the  transaction  to  the  Company  in  light  of  Dr.  Parkinson's
investment and participation in IntegriNautics.

     During  fiscal year 1995,  the Company  approved  an equity  investment  of
approximately  $800,000 in the Series A Preferred  Stock of ProShot  Golf,  Inc.
("ProShot"),  a privately held California corporation.  During fiscal year 1997,
the  Company  invested  approximately  an  additional  $200,000  in the Series B
Preferred Stock of ProShot and separately  loaned ProShot  $1,500,000  which was
fully  secured  by a letter  of  credit.  Such  Series  B  Preferred  Stock  was
subsequently  converted  into shares of Series D Preferred  Stock of ProShot and
approximately  $1,044,000  of the  outstanding  balance  on the  loan  from  the
Company,  including accrued interest,  was converted into shares of common stock
of ProShot.  During fiscal year 1998, all such shares of ProShot Preferred Stock
held by the Company were  converted  into shares of common stock of ProShot.  In
addition,  the Company also converted  approximately  $497,000 of an outstanding
loan  balance  owed to the Company  into shares of common  stock of ProShot.  In
developing and producing its products for sales to others, ProShot purchases the
Company's  products and uses them as component  parts.  During fiscal year 1998,
ProShot purchased approximately $385,000 

                                       18

<PAGE>

of  the  Company's  products  for  use  in  its  products  and  development
processes. During fiscal year 1999, ProShot purchased and paid for approximately
$1,031,000  of the  Company's  products for use in its products and  development
processes. At 1999 fiscal year end, ProShot had an outstanding long-term note of
approximately $258,000 secured by a letter of credit owed to the Company related
to prior accounts payable balances.  Ralph F. Eschenbach,  the Company's current
Chief Technical  Officer,  serves on the board of directors of ProShot.  John B.
Goodrich,  a director and current corporate secretary of the Company also served
on ProShot's board of directors  during a portion of fiscal year 1999 but he has
since resigned from such position. In addition,  Mr. Eschenbach is an individual
shareholder  of ProShot and during fiscal 1998 and 1999 he served as a member of
ProShot's Compensation Committee. During fiscal year 1997, Mr. Eschenbach served
as an executive officer of ProShot,  including as co-Chief Executive Officer for
a number of months.  As one of the factors that it  considered  in approving the
Company's equity  investments in, and loans to, ProShot,  the Company's Board of
Directors reviewed the fairness of the contemplated  transactions to the Company
in light of such investment and participation in ProShot.

     The  following  table sets forth  information  with regard to loans made to
executive  officers  of the  Company  who had  outstanding  amounts of more than
$60,000 at any time since the beginning of the Company's last fiscal year.  Each
of these  loans  was made by the  Company  for the  purpose  of  assisting  such
executive  officer in the acquisition of his primary residence in an exceptional
housing  market in a location for the benefit of the Company in accordance  with
the Company's  Bylaws.  Each of these loans is secured by a second deed of trust
on such  residence,  has a term of five years and requires  that the interest on
such principal amounts be paid currently each year. The principal balance is due
in full at the end of such five  year  term,  but such  executive  officers  may
pre-pay all or any portion of such  balance  without a prepayment  penalty.  The
interest  rate for  each of  these  loans  was set  with  reference  to the then
applicable mid-term annual federal rate.


<TABLE>
<CAPTION>
 
                                                                           Principal Amount         Largest Amount
                                                             Annual          Outstanding at        Outstanding During    
-----------------------------------------  ------------- --------------     ----------------     ---------------------      
<S>                                          <C>            <C>                <C>                     <C>    
Charles E. Armiger, Jr.                       7/6/98         5.69%              150,000                 150,000
      Vice President, Worldwide Sales

Patrick J. Hehir                             2/26/99         4.75%              200,000                 200,000
     Senior Vice President, Chief
     Manufacturing Officer

Steven W. Berglund                           6/25/99         5.40%              353,333                 400,000
     President and Chief Executive
     Officer

</TABLE>



                                       19

<PAGE>


Company Performance

     The following  graph shows a five year  comparison of the cumulative  total
return for the Company's  Common Stock,  the Nasdaq Composite Total Return Index
(U.S.), and the Standard & Poor's Technology Sector Index: (1)


                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS*
                        AMONG TRIMBLE NAVIGATION LIMITED,
                   NASDAQ COMPOSITE TOTAL RETURN INDEX (U.S.)
                     SOURCE: CRSP, AND THE STANDARD & POOR'S
                             TECHNOLOGY SECTOR INDEX


[The performance graph has been omitted. Performance Graph. The performance
graph  required by Item 402(l) of Regulation  S-K is set forth in the paper copy
of  the  Proxy  Statement  immediately  following  the  caption  "COMPARISON  OF
FIVEYEAR CUMULATIVE TOTAL RETURN".

The performance  graph plots the data points listed below the graph for the
data sets (i) Trimble  Navigation  Limtied,  (ii) Nasdaq  Composite Total Return
Index (US) and (iii) the Standard & Poor's  Technology  Sector Index.  The graph
has a horizontal axis at its bottom which lists from left to right the dates 94,
95, 96, 97, 98 and 99.  The graph has a  vertical  axis at its left which  lists
from bottom to top the numbers 0, 100,  200,  300,  400, 500, 600, 700, 800, and
900.  The  data  points  for each  data set are  plotted  on the  graph  and are
connected  by a line.  The  line  connecting  the  data  points  in the  Trimble
Navigation  Limited data set is bold with square to mark data points,  while the
lines connecting the data points in the Nasdaq Composite Total Return Index (US)
data set and the S&P  Technology  Sector Index data set are dashed with triangle
to mark data point and small  sqaure  dashes  with  circle to mark data  points,
respectively.]

                        DATA POINTS FOR PERFORMANCE GRAPH

                               12/94   12/95   12/96  12/97   12/98   12/99
                              ----------------------------------------------
TRIMBLE NAVIGATION 
     LIMITED            TRMB    100     113      70    132      44     131

NASDAQ STOCK MARKET 
     (U.S.)             INAS    100     141     178    213     300     542

S & P TECHNOLOGY 
     SECTOR             ITES    100     144     204    258     446     781

-----------------------------

(1)   The data in the above graph is presented on a calendar  year basis through
      December  31,  1999 which is the most  currently  available  data from the
      indicated sources.  The Company adopted a 52-53 week fiscal year effective
      upon the end of fiscal  year  1997 and the  actual  date of the  Company's
      fiscal year end for 1999 was also December 31, 1999. Any variations due to
      the  differences  between the actual date of a particular  fiscal year end
      and the calendar year end for such year are not expected to be material.

*     Assumes an investment of $100 on December 31, 1994 in the Company's Common
      Stock, the Nasdaq Composite Total Return Index (U.S.),  and the Standard &
      Poor's Technology  Sector Index.  Total returns assume the reinvestment of
      dividends  for the  indexes.  The Company has never paid  dividends on its
      Common Stock and has no present plans to do so.


                                       20

<PAGE>


              PROPOSAL II--AMENDMENT OF THE 1993 STOCK OPTION PLAN

     The Company's 1993 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors in October  1992 and  approved by the  shareholders  in April
1993.  Since then,  the Board of Directors and the  shareholders  of the Company
have  approved  amendments  to the Option Plan  increasing  the number of shares
reserved for  issuance  thereunder  to an  aggregate of 5,000,000  shares of the
Company's Common Stock. At the Record Date,  options to purchase an aggregate of
3,462,328  shares,  having an average  exercise  price of $12.3435 per share and
expiring from January 11, 2001 to January 26, 2010,  were  outstanding  and only
655,954 shares remained available for future grant under the Option Plan.

     In March 2000, the Board of Directors  approved an additional  amendment to
the Option Plan  increasing  the number of shares of the Company's  Common Stock
reserved thereunder by an additional 925,000 shares to an aggregate of 5,925,000
shares.  Prior to the Record Date,  the Company has  previously  repurchased  an
aggregate of 1,469,500  shares of its Common  Stock  (1,080,000  shares in 1998,
139,500  shares in 1997,  and 250,000  shares in 1996,) to partially  offset the
dilution to existing shareholders resulting from the Company's option plans.

     Given the low number of shares currently remaining for grant in the
Option Plan and the Company's  present  anticipated  executive,  managerial  and
technical hiring needs and  expectations,  the Board of Directors  believes that
the increase in the number of shares under the Option Plan is necessary in order
for the  Company to be  competitive  in the  marketplace.  Over the  years,  the
Silicon Valley, where the Company is headquartered, has continued to become more
intensely competitive and attracting and recruiting highly skilled employees has
become  increasingly  difficult  for  the  Company.  Another  challenge  in  the
Company's  current  employment  market is to  ensure  that its  experienced  and
qualified  employees,  the Company's most significant  asset, are  appropriately
recognized,  rewarded,  and are  encouraged to stay with the Company and help it
grow, thereby increasing shareholder value.

     The use of stock  options as equity  incentives  in hiring,  retaining  and
motivating the most talented people within the available human resource pool has
been critical to the Company's  past overall  growth and success by  encouraging
and motivating  high levels of performance  from its employees and  consultants.
The proposed amendment to the Option Plan reflects the Company's philosophy that
stock  incentives  are  an  important  and  meaningful   component  of  employee
compensation, which enables the Company to attract the best available candidates
and to retain a talented employee base. The Board of Directors believes that the
proposed  amendment is in the best interests of the Company,  its  shareholders,
and its employees and at the Annual Meeting, the shareholders are being asked to
approve an increase of 925,000  shares of Common  Stock  available  for issuance
under the Option Plan.

     The essential features of the Option Plan are outlined below:

Purpose

     The purposes of the Option Plan are to attract and retain the best
available  personnel for positions of substantial  responsibility and to provide
additional incentives to employees and consultants of the Company to promote the
success of the Company's business.

Administration

     The Option Plan  provides for  administration  by the Board of Directors of
the  Company or by a  Committee  of the Board of  Directors.  The Option Plan is
currently being  administered by the Board of Directors.  The interpretation and
construction  of any  provision  of the Option Plan by the Board of Directors or
its designated Committee is final and binding. Members of the Board of Directors
or its  Committee  receive no  additional  compensation  for their  services  in
connection with the administration of the Option Plan.

                                       21

<PAGE>

Eligibility

     The Option Plan provides for grants to employees (including officers of the
Company) of "incentive  stock options"  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended,  and for grants of nonstatutory stock
options to employees  and  consultants.  The Board of Directors or its Committee
selects the optionees and  determines the number of shares to be subject to each
option.  Currently,  under the terms of the  Option  Plan,  no  employee  may be
granted, in any fiscal year, options under the plan to acquire more than 150,000
shares of the Common  Stock of the  Company.  Notwithstanding  such  limitation,
however,  an additional  one-time  grant to purchase up to 250,000 shares may be
made to any  newly-hired  officer  or  employee.  These  limits  are  subject to
appropriate  adjustments  in the case of stock splits,  reverse stock splits and
the like. In addition, in accordance with the applicable federal tax laws, there
is a limit of  $100,000  on the  aggregate  fair  market  value of shares  which
constitute  incentive stock options which become  exercisable for the first time
in any one calendar  year;  and options in excess of this limit are deemed to be
nonstatutory stock options.

Terms of Options

     Each option is evidenced by a written stock option agreement between
the  Company  and  the  optionee  and is  generally  subject  to the  terms  and
conditions  listed  below,  but  specific  terms may vary:  

     (a)  Exercise  of the  Option.  The Board of  Directors  or its  designated
Committee  determines  when  options  granted  under  the  Option  Plan  may  be
exercised.  The  current  forms of option  agreements  generally  used under the
Option  Plan  provide  that  options  vest over five  years and are  exercisable
cumulatively  to the  extent of 20% of the  option  shares on the date 12 months
after the vesting  commencement  date of the option and an additional  1/60th of
the option shares are exercisable at the end of each month thereafter. An option
is exercised by giving written notice of exercise to the Company, specifying the
number of shares of Common Stock to be purchased  and  tendering  payment to the
Company of the purchase  price.  The Option Plan specifies that the  permissible
form of payment for shares  issued upon exercise of an option shall be set forth
in the  option  agreement  and may  consist  of cash,  check,  promissory  note,
exchange of shares of the  Company's  Common Stock held for more than six months
or such other  consideration  as  determined  by the Board of  Directors  or its
Committee  and as permitted by the  California  Corporations  Code.  The current
forms of option  agreements  only permit  payment by cash,  check or exchange of
shares.

     (b) Option  Price.  The  exercise  price of the options  granted  under the
Option  Plan is  determined  by the  Board  of  Directors  or its  Committee  in
accordance with the Option Plan, but the option price of incentive stock options
and nonstatutory stock options may not be less than 100% and 85%,  respectively,
of the fair market value of the Company's Common Stock. The Option Plan provides
that,  because the  Company's  Common  Stock is  currently  traded on the Nasdaq
National  Market,  the fair market value per share shall be the closing price on
such  system  on the  date of the  grant  of the  option.  With  respect  to any
participant who owns stock representing more than 10% of the voting power of the
Company's  capital stock,  the exercise  price of any incentive or  nonstatutory
stock  option must equal at least 110% of the fair market value per share on the
date of the grant.

     (c)  Termination  of  Employment.  The  Option  Plan  provides  that if the
optionee's  employment by the Company is terminated  for any reason,  other than
death or  disability,  options may be exercised not later than 30 days after the
date of such  termination  and may be  exercised  only to the extent the options
were exercisable on the date of termination.

     (d) Disability.  If the optionee terminates his employment with the Company
as a result of his  total or  permanent  disability,  options  may be  exercised
within six months after the date of such  termination  and may be exercised only
to the extent the options were exercisable on the date of termination.

                                       22

<PAGE>

     (e) Death.  If an optionee  should die while an employee or a consultant of
the Company or during the 30 day period following  termination of the optionee's
employment or consultancy, the optionee's estate may exercise the options at any
time  within 12 months  after the date of death but only to the extent  that the
options were exercisable on the date of death or termination of employment.  

     (f)  Termination of Options.  The terms of options granted under the Option
Plan may not  exceed  ten years  from the date of  grant.  However,  any  option
granted to any optionee who,  immediately before the grant of such option, owned
more than 10% of the total combined  voting power of all classes of stock of the
Company or a parent or subsidiary corporation,  may not have a term of more than
five years.  Under the current  form of option  agreements,  options  granted to
employees have a term of ten years from the date of grant while options  granted
to  consultants  and  independent  contractors  have a term  of  five-years  and
three-months  from the date of grant.  No option may be  exercised by any person
after such expiration.

     (g)  Nontransferability  of Options. All options are nontransferable by the
optionee,  other  than by will or the laws of  descent  and  distribution,  and,
during the lifetime of the optionee, may be exercised only by the optionee.

Adjustment Upon Changes in Capitalization

     In the event any change, such as a stock split or dividend,  is made in the
Company's  capitalization which results in an increase or decrease in the number
of outstanding  shares of Common Stock without receipt of  consideration  by the
Company, an appropriate  adjustment shall be made in the option price and in the
number  of  shares  subject  to  each  option.  In the  event  of  the  proposed
dissolution or liquidation of the Company, all outstanding options automatically
terminate.  In the  event  of a  merger  of the  Company  with or  into  another
corporation where the Company is not the successor entity,  options  outstanding
shall be assumed or an equivalent  option shall be  substituted by the successor
entity,  unless the Board of Directors  accelerates  the  exercisability  of the
options  such that the  optionee  shall  have the right to  exercise  his or her
option on or  before  the  effective  date of such  merger.  Should an option be
assumed or substituted upon a merger, the exercisability of the option will also
be accelerated if the successor entity terminates the employment of the optionee
within one year of the merger.

Amendment and Termination

     The Board of  Directors  may, at any time,  amend or  terminate  the Option
Plan, but no amendment or termination  may be made which would impair the rights
of any participant under any grant theretofore made, without his or her consent.
In addition, in any event, the Option Plan will terminate in 2003.

Certain Federal Income Tax Information

     Options  granted  under  the  Option  Plan may be either  "incentive  stock
options,"  as defined in Section 422 of the Internal  Revenue  Code of 1986,  as
amended (the "Code"), or nonstatutory options.

     An optionee who is granted an incentive stock option will not recognize
taxable  income  either at the time the option is granted or upon its  exercise,
although the exercise may subject the optionee to the  alternative  minimum tax.
Upon the sale or  exchange  of the shares more than two years after grant of the
option  and one year  after  exercising  the  option,  any gain or loss  will be
treated as long-term  capital  gain or loss.  If these  holding  periods are not
satisfied,  the optionee will recognize  ordinary  income at the time of sale or
exchange equal to the difference between the exercise price and the lower of (i)
the fair market  value of the shares at the date of the option  exercise or (ii)
the sale price of the shares.  A different  rule for measuring  ordinary  income
upon such a premature  disposition may apply if the optionee is also an officer,
director,  or 10% shareholder of the Company.  The Company will be entitled to a
deduction in the same amount as the ordinary income  recognized by the 


                                       23

<PAGE>

optionee. Any gain recognized on such a premature disposition of the shares
in excess of the amount  treated as  ordinary  income will be  characterized  as
long-term or short-term capital gain, depending on the holding period.

     All other  options  which do not  qualify as  incentive  stock  options are
referred to as nonstatutory  options. An optionee will not recognize any taxable
income at the initial time of the grant of a nonstatutory option.  However, upon
its exercise,  the optionee will recognize taxable income generally  measured as
the  excess of the then  fair  market  value of the  shares  purchased  over the
purchase  price.  Any taxable  income  recognized in  connection  with an option
exercise by an optionee  who is also an employee of the Company  will be subject
to tax  withholding by the Company.  Upon resale of such shares by the optionee,
any difference between the sales price and the optionee's purchase price, to the
extent not recognized as taxable income as described  above,  will be treated as
long-term or short-term capital gain or loss, depending on the holding period.

     The Company  will be entitled to a tax  deduction in the same amount as the
ordinary income  recognized by the Optionee with respect to shares acquired upon
exercise of a nonstatutory option.

     The  foregoing is only a summary of the effect of federal  income  taxation
upon the  optionee  and the Company  with  respect to the grant and  exercise of
options  under the Option  Plan and does not purport to be  complete.  Reference
should be made to the  applicable  provisions  of the Code.  In  addition,  this
summary does not discuss the tax  consequences  of the  optionee's  death or the
income  tax laws of any  municipality,  state  or  foreign  country  in which an
optionee may reside.

Vote Required

     Approval of the increase of 925,000 shares of Common Stock to be
reserved for issuance under the Option Plan requires the affirmative vote of the
holders of a majority of the shares  present at the Annual  Meeting in person or
by proxy and entitled to vote as of the Record Date.

Recommendation of the Board of Directors

 
    The  Company's  Board of  Directors  recommends  a vote FOR an  increase of
925,000  shares in the number of shares of Common  Stock  reserved  for issuance
under the Option Plan from 5,000,000 shares to an aggregate of 5,925,000 shares.


                                       24

<PAGE>


        PROPOSAL III--AMENDMENT OF THE 1988 EMPLOYEE STOCK PURCHASE PLAN

     The Company's 1988 Employee Stock Purchase Plan (the "Purchase Plan"),  was
adopted  by the  Board  of  Directors  in  September  1988 and  approved  by the
shareholders  in April 1989,  initially  reserving  400,000  shares for purchase
thereunder  by eligible  employees.  Since then,  the Board of Directors and the
shareholders  of the Company  have  approved  amendments  to the  Purchase  Plan
increasing  the shares  available  for  purchase  thereunder  to an aggregate of
2,950,000 shares of the Company's Common Stock. As of the Record Date,  eligible
employees  have  purchased an aggregate  of  2,264,368  shares of the  Company's
Common Stock under the Purchase Plan and 685,632 shares  remained  available for
future  sales  under the  Purchase  Plan.  During  fiscal  year  1999,  eligible
employees of the Company  purchased an aggregate of 317,210 shares at an average
price of $8.0085 per share under the Purchase Plan and,  during the prior fiscal
year 1998,  eligible  employees  purchased an aggregate of 332,154  shares at an
average price of $8.51 per share under the Purchase Plan.

     In January 2000, the Board of Directors approved an additional amendment to
the Purchase Plan to increase the number of shares of Common Stock available for
future  purchase  by  Company's  eligible  employees  by  200,000  shares  to an
aggregate  of  3,150,000  shares.   The  Company  believes  that  maintaining  a
competitive  employee  stock  purchase  program is an important  element in both
recruiting and retaining  employees in its current employment  environment.  The
Company's  Purchase  Plan is designed to more closely align the interests of the
Company's  employees and  shareholders by encouraging  employees to invest their
own money in the Company's equity securities.  By allowing eligible employees to
purchase shares of the Company's Common Stock at a slight discount, as described
below under "Purchase  Price," the Company's  Purchase Plan actually  encourages
employees to become  shareholders of the Company,  thereby providing them with a
direct incentive in the long-term growth and overall success of the Company.

     The Company is also requesting the authorization of additional shares under
the Purchase Plan in order to preserve the current benefits of the Purchase Plan
for employees and favorable  accounting  treatment for the Company. The Purchase
Plan currently  provides for six month  enrollment  periods,  as described below
under "Offering  Periods." Under current accounting rules, if at the start of an
enrollment  period,  the shares  reserved for issuance  under an employee  stock
purchase plan are  insufficient  to cover all shares  issuable  throughout  that
period, and (i) any shares sold during an enrollment period are authorized after
the  commencement  of  the  enrollment  period,  and  (ii)  on  such  subsequent
authorization  date,  the fair market value ("FMV") of the shares is higher than
the FMV of the  shares  at the  beginning  of the  enrollment  period,  then the
Company  would be required to record a charge to  earnings  for each  subsequent
quarter  in which the FMV of shares on a  semi-annual  purchase  date was higher
than the FMV of the shares on the  enrollment  date,  to reflect  the  perceived
compensatory  element of the difference in FMV. Such an accounting  charge could
be  significant  to the Company  depending upon the size of the shortfall in the
number of shares and the change in FMV in such shares.

     The Company believes that the amendment increasing the number of shares
under the  Purchase  Plan will  enable  the  Company to  continue  its policy of
encouraging  widespread  employee stock  ownership as a means of motivating high
levels  of  employee  performance  and  encouraging  employees  to stay with the
Company and help it grow,  thereby  increasing  shareholder  value. The Board of
Directors  believes that the proposed  amendment is in the best interests of the
Company,  its  shareholders,  and its employees and at the Annual  Meeting,  the
shareholders  are being asked to approve an increase  of 200,000  shares  Common
Stock  available for future  purchase by eligible  employees  under the Purchase
Plan.

     The essential features of the Purchase Plan are outlined below:

                                       25

<PAGE>

Purpose

     The  purpose  of  the  Purchase  Plan  is  to  provide  employees  with  an
opportunity to purchase Common Stock of the Company  through payroll  deductions
in a manner that  qualifies  under  Section 423 of the Internal  Revenue Code of
1986, as amended.

Administration

     The Purchase Plan is administered by the Board of Directors or a designated
Committee of the Board of Directors (collectively, the "Administrator").

Eligibility

     Only employees employed by the Company or its subsidiaries on the first day
of an offering period may participate in the Purchase Plan. For this purpose, an
"employee"  is any person  who has been  continually  employed  for at least two
consecutive  months and is regularly employed at least twenty hours per week and
at  least  five  months  per  calendar  year  by  the  Company  or  any  of  its
subsidiaries.  No employee may be granted an option under the Purchase  Plan if:
(i) immediately after the grant of the option, the employee (or any other person
whose stock would be  attributed to the employee  pursuant to Section  424(d) of
the Code) would own five percent or more of the total  combined  voting power or
value of the stock of the  Company  or any of its  subsidiaries;  or (ii)  which
permits such  participant's  rights to purchase  stock under all employee  stock
purchase  plans of the  Company and its  subsidiaries  to accrue at a rate which
exceeds  $25,000 worth of stock  (determined  with  reference to the fair market
value of the Common Stock at the time of grant) in a calendar  year.  Subject to
these  eligibility  criteria,  the Purchase Plan permits  eligible  employees to
purchase Common Stock through payroll deductions subject to certain  limitations
described below. See "Payment of Purchase Price; Payroll Deductions."

Offering Periods

     The Purchase Plan is  implemented  by offering  periods  lasting six months
with a new offering period  commencing every six months, on or about January 1st
and July 1st of each year.  Normally,  a  participant's  payroll  deductions are
accumulated  throughout  an  offering  period  and,  at the end of the  offering
period,  shares of the Company's Common Stock are purchased with the accumulated
payroll deductions.

Purchase Price

     The purchase price per share at which shares will be sold in an
offering  under the  Purchase  Plan is the  lower of (i) 85% of the fair  market
value of a share of Common Stock on the first day of an offering  period or (ii)
85% of the fair market  value of a share of Common Stock on the last day of each
offering  period.  The fair market  value of the Common Stock on a given date is
generally  the closing  sale price of the Common Stock as reported on the Nasdaq
National Market for such date.

Payment of Purchase Price; Payroll Deductions

     The purchase price of the shares is accumulated by payroll  deductions over
the offering  period.  The Purchase  Plan  provides  that the  aggregate of such
payroll  deductions  during  the  offering  period  shall not  exceed 10% of the
participant's  compensation  during any  offering  period,  nor  $21,250 for all
offering periods which end in the same calendar year. During an offering period,
a participant may discontinue his or her participation in the Purchase Plan, and
may decrease,  but not increase,  the rate of payroll  deductions in an offering
period within limits set by the Administrator.

                                       26

<PAGE>

     All  payroll  deductions  made  for  a  participant  are  credited  to  the
participant's account under the Purchase Plan, are withheld in whole percentages
only and are included with the general funds of the Company.  Funds  received by
the Company  pursuant to exercises  under the Purchase Plan are used for general
corporate  and  working  capital  purposes.  A  participant  may  not  make  any
additional payments into his or her account.

Withdrawal

     A participant may terminate his or her  participation  in the Purchase Plan
at any time by giving the Company a written notice of withdrawal. In such event,
all of the payroll  deductions  credited to the  participant's  account  will be
returned,  without interest,  to such participant.  Payroll  deductions will not
resume unless a new  subscription  agreement is delivered in  connection  with a
subsequent offering period.

Termination of Employment

     Termination  of  a  participant's  employment  for  any  reason,  including
retirement  or death,  cancels his or her  participation  in the  Purchase  Plan
immediately.  In such event the payroll deductions credited to the participant's
account but not used to exercise the option will be returned without interest to
such  participant,  his or her  designated  beneficiaries  or the  executors  or
administrators of his or her estate.

Adjustments Upon Changes in Capitalization

     In the event of any changes in the  capitalization  of the Company effected
without receipt of  consideration by the Company,  such as a stock split,  stock
dividend,  combination or reclassification of the Common Stock,  resulting in an
increase  or  decrease  in the number of shares of Common  Stock,  proportionate
adjustments  will be made by the Board of  Directors  in the  shares  subject to
purchase  and in the price per share under the  Purchase  Plan.  In the event of
liquidation or dissolution of the Company, the offering periods then in progress
will  terminate  immediately  prior to the  consummation  of such  event  unless
otherwise  provided by the Board of Directors.  In the event of a 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 the setting of a new exercise  date to be held before the Company's
proposed  sale or merger.  At least ten days before the new exercise  date,  the
Board of Directors will notify each  participant that the exercise date has been
changed and that the participant's option will automatically exercise on the new
exercise date, unless the participant withdraws from the Purchase Plan.

Amendment and Termination

     The  Board  of  Directors  may at any  time  and for any  reason  amend  or
terminate the Purchase Plan,  except that (i) no such  termination  shall affect
options  previously  granted  unless  the  Board of  Directors  determines  that
terminating an Offering  Period is in the best interests of the Company and (ii)
no amendment  shall make any change in an option  granted  prior  thereto  which
adversely affects the rights of any participant.

Certain Federal Income Tax Information

     The following  brief summary of the effect of federal income  taxation upon
the participant  and the Company with respect to the shares  purchased under the
Purchase  Plan does not  purport to be  complete,  and does not  discuss the tax
consequences  of a  participant's  death or the  income tax laws of any state or
foreign country in which the participant may reside.

     The  Purchase  Plan,  and the  right  of  participants  to  make  purchases
thereunder,  is intended to qualify under the provisions of Sections 421 and 423
of the Code. Under these provisions,  no income will be taxable to a participant
until  the  shares  purchased  under  the  Purchase  Plan are sold or  otherwise
disposed. Upon sale or other disposition 


                                       27

<PAGE>

of the  shares,  the  participant  will  generally  be subject to tax in an
amount that depends upon the holding period. If the shares are sold or otherwise
disposed of more than two years from the  Enrollment  Date and one year from the
applicable  Exercise  Date,  the  participant  will  recognize  ordinary  income
measured as the lesser of (a) the excess of the fair market  value of the shares
at the time of such  sale or  disposition  over the  purchase  price,  or (b) an
amount equal to 15% of the fair market value of the shares as of the  Enrollment
Date.  Any  additional  gain will be treated as long-term  capital  gain. If the
shares are sold or otherwise  disposed of before the expiration of these holding
periods,  the participant will recognize  ordinary income generally  measured as
the  excess of the fair  market  value of the  shares on the date the shares are
purchased over the purchase  price.  Any additional gain or loss on such sale or
disposition will be long-term or short-term  capital gain or loss,  depending on
the holding  period.  The Company  generally is not entitled to a deduction  for
amounts taxed as ordinary income or capital gain to a participant  except to the
extent of ordinary income  recognized by participants upon a sale or disposition
of shares prior to the expiration of the holding periods described above.

Vote Required

     Approval of the increase of 200,000  shares of Common Stock  available  for
purchase by eligible  employees under the Purchase Plan requires the affirmative
vote of the holders of a majority of the shares present at the Annual Meeting in
person or by proxy and entitled to vote as of the Record Date.

Recommendation of the Board of Directors

 
    The  Company's  Board of  Directors  recommends  a vote FOR an  increase of
200,000 shares in the number of shares of Common Stock available for purchase by
eligible employees under the Purchase Plan from 2,950,000 shares to an aggregate
of 3,150,000 shares.


            PROPOSAL IV--AMENDMENT OF 1990 DIRECTOR STOCK OPTION PLAN

     The 1990 Director Stock Option Plan (the "Director Plan") was adopted
by the Board of Directors on December 19, 1990 and approved by the  shareholders
in April 1991. The Board of Directors  initially  reserved 180,000 shares of the
Company's  Common  Stock for issuance  under the terms of the  Director  Plan to
non-employee  directors  ("Outside  Directors") upon the exercise of the options
issuable pursuant to the Director Plan (the "Director Options"). Since then, the
Board of Directors and  shareholders of the Company have approved  amendments to
the  Director  Plan  increasing  the  number of  shares  reserved  for  issuance
thereunder  by an additional  to an aggregate of 380,000  shares.  At the Record
Date,  Director  Options to purchase an aggregate of 198,333  shares,  having an
average  exercise price of $14.0641 per share and expiring from December 2000 to
December  2009,  were  outstanding.  At the Record Date 95,833  shares  remained
available for future grant as Director Options under the Director Plan; however,
the  Director  Plan will  expire  by its  terms in  December  2000,  unless  the
shareholders approve extending the term pursuant to this proposed amendment

     In January  2000,  the Board of  Directors  approved  an  amendment  to the
Director Plan extending the term of the Director Plan by three  additional years
through December 19, 2003 in order for the Company to be able to effectively use
the shares currently remaining under the Director Plan as previously approved by
the  shareholders.  At the Annual Meeting,  the  shareholders are being asked to
approve such  amendment  of the term of the Director  Plan to extend the life of
the Director Plan from ten to thirteen years. This amendment will have no effect
on any of the Director Options  previously  granted under the Director Plan. The
purpose  of  proposed  amendment  is to allow new  options  to be  automatically
granted to non-employee  directors from those 95,833 remaining  available shares
which have already been approved by the  shareholders of the Company pursuant to
the terms of the  Director  Plan,  as described  below.  If such  amendment  and
extension of the term of the Director Plan is not


                                       28

<PAGE>

approved, then the Director Plan will expire according to its current terms
in December  2000 and no additional  Director  Options will be granted from such
plan after such date.

     The essential features of the Director Plan are outlined below:

Purpose

     The  purposes  of the  Director  Plan are to  attract  and  retain the best
available  individuals  for  service as  directors  of the  Company,  to provide
additional  equity  incentive to the Outside  Directors,  and to  encourage  the
continued  service  of such  Outside  Directors  on the Board of  Directors  and
committees thereof.

Administration

     The Director Plan provides for  administration  and  interpretation  by the
Board of Directors, which receives no additional compensation in connection with
such  service.  Members of the Board of Directors  who are eligible for Director
Options may vote on matters  affecting the  administration of the Director Plan.
The  interpretation  and  construction  of any provision of the Director Plan is
within the sole discretion of the Board of Directors,  whose determination shall
be final and conclusive.

Eligibility and Participation

     The Director Plan  provides  that  Director  Options may be granted only to
Outside  Directors  as  reflected  in the terms of the Plan and  written  option
agreements.  All grants are automatic  and are not subject to the  discretion of
any person,  except  that an Outside  Director  may  decline to accept  Director
Options.  As of  the  Record  Date,  six  Outside  Directors  were  eligible  to
participate in the Director Plan.

Automatic Grant of Director Options

     Each Outside  Director  who was serving as such on December  19, 1990,  the
date of the  adoption  of the  Director  Plan by the  Board  of  Directors,  was
automatically  granted a Director  Option to  purchase  15,000  shares of Common
Stock at an exercise  price equal to the then  current  fair market value of the
shares (a "First  Option").  Following the shareholder  approval of the Director
Plan in April  1991,  such  First  Option  became  exercisable  in  installments
cumulatively  with  respect  to  1/36th of the  shares at the end of each  month
following the date of grant of such First Option.  Each non-employee who becomes
a director of the Company subsequent to the date of the adoption of the Director
Plan  and,  therefore,  qualifies  as an  Outside  Director,  also  receives  an
automatic  First Option  grant  having the same terms as described  above on the
date of election or appointment to the Board of Directors.

     After  receiving  a First  Option,  an Outside  Director  is  automatically
granted an additional  Director  Option to purchase  5,000 shares at a similarly
determined  price per share  under the  Director  Plan (a  "Subsequent  Director
Option") on the date of each annual shareholders'  meeting at which such Outside
Director is re-elected  to the Board of  Directors,  provided that no Subsequent
Director  Option  is  granted  to an  Outside  Director  for  the  first  annual
shareholders'  meeting  following the grant of a First Option.  Each  Subsequent
Director  Option also becomes  exercisable  in  installments  cumulatively  with
respect to 1/36th of such shares at the end of each month  following the date of
grant.

Terms of Director Options

     Each  Director  Option is  evidenced by a written  stock  option  agreement
between the Company  and the  Outside  Director  and is subject to the terms and
conditions listed below:

                                       29

<PAGE>

     (a) Exercise of Director Options.  The Director Options become  exercisable
as  described  above under  "Automatic  Grant of  Director  Options." A Director
Option is  exercised  by giving  written  notice of  exercise to the Company and
tendering full payment of the purchase price to the Company.  Payment for shares
issued upon exercise of a Director  Option may be cash,  check,  or surrender of
other shares of the Company's  Common Stock which the director has held for more
than six months.

     (b) Option Price.  The exercise price of Director Options granted under the
Director Plan is the fair market value of the Company's Common Stock on the date
of grant as determined by the Board of Directors in accordance with the Director
Plan.  The Director Plan provides  that,  because the Company's  Common Stock is
currently traded on the NASDAQ National Market System, the fair market value per
share  shall be the  closing  price on such  system  on the date of grant of the
Director Option.

     (c)  Termination of Service as a Director.  The Director Plan provides that
in the event of the termination of an Outside Director's continuous service as a
director for any reason other than death or disability, any outstanding Director
Options  then held by such  director may be  exercised  only within  thirty days
after the date of such termination and only to the extent to which such director
was entitled to exercise the Director  Options at the time of  termination.  Any
such Director  Options which are not exercised  within the specified time period
terminate automatically and are returned to the Director Plan.

     (d)  Disability.  If an Outside  Director's  service  as a director  of the
Company  terminates  due to  total  or  permanent  disability  of  such  Outside
Director, any outstanding Director Options then held may be exercised within six
months from the date of  termination  to the extent to which such  director  was
entitled to exercise the Director Options at the time of termination.

     (e) Death.  If an Outside  Director  should die while still in service as a
director  of the  Company or within  thirty days  following  termination  of his
service  as a  director,  any  outstanding  Director  Options  then  held may be
exercised at any time within twelve  months after death,  but only to the extent
to which such director was entitled to exercise the Director Options at the time
of termination.

     (f)  Termination of Options.  Director  Options  granted under the Director
Plan have a term of ten years from the date of grant.

     (g)   Nontransferability   of  Director   Options.   Director  Options  are
nontransferable by the Outside  Directors,  other than by will or by the laws of
descent and  distribution or pursuant to a qualified  domestic  relations order,
and are exercisable  during an Outside  Director's  lifetime only by the Outside
Director or  permitted  transferree  or, in the event of death,  by a person who
acquires the rights to exercise the Director Option by bequest or inheritance by
reason of death of the Outside Director.

Adjustments Upon Changes in Capitalization

     In the event that any change is made in the Company's capitalization,  such
as a stock split or  dividend,  which  results in an increase or decrease in the
number of outstanding shares of Common Stock without receipt of consideration by
the Company, appropriate adjustment shall be made in the price and in the number
of  shares  subject  to each  Director  Option.  In the  event  of the  proposed
dissolution or liquidation of the Company, all outstanding Director Options will
automatically  terminate.  In the event of a merger of the Company  with or into
another corporation in which the Company does not survive,  all Director Options
then outstanding may be fully assumed or an equivalent option may be substituted
by the successor corporation.  In the event that such successor corporation does
not  assume or  substitute  all such  outstanding  Director  Options,  then such
Director Options shall fully accelerate and become fully exercisable,  such that
the Outside Directors shall have the right to exercise all such Director Options
on or before the effective date of such merger.

                                       30

<PAGE>

Amendment and Termination

     The  Board of  Directors  may at any time  alter,  amend or  terminate  the
Director Plan,  but no such  amendment or termination  shall be made which would
impair the rights of any Outside Director under any grant theretofore made under
the  Director  Plan,  without the consent of such  director.  In  addition,  the
Company shall obtain shareholder  approval of any amendment to the Director Plan
in such a manner and to the extent  necessary to comply with  applicable laws or
regulations.

Federal Income Tax Information

     Director  Options  granted  under  the  Director  Plan  are  deemed  to  be
nonstatutory  options under the Internal  Revenue Code of 1986,  as amended.  An
Outside  Director  does not  recognize  any  taxable  income  at the time of the
initial grant of a nonstatutory option. However, upon the exercise of a Director
Option,  an  Outside  Director   recognizes  ordinary  income  (subject  to  tax
withholding)  for tax  purposes as  measured by the excess,  if any, of the then
fair  market  value of the  shares  over the  option  exercise  price.  Upon the
subsequent sale of such shares by an Outside  Director,  any difference  between
the then sale price and the purchase price which the Outside  Director paid upon
exercise,  to the extent not already  recognized as taxable  income as described
above, is treated as long-term or short-term capital gain or loss,  depending on
how long the Outside Director has held such shares.

     Because all Outside  Directors of the Company are subject to Section  16(b)
of the Securities and Exchange Act of 1934, as amended, the measurement date and
the  timing  of the  ordinary  income  that  must be  recognized  by an  Outside
Director,  as well as the  commencement  of any capital gain holding  period for
such  shares,  upon the  exercise  of a Director  Option may be  deferred  under
certain limited  circumstances  by the filing of an election under Section 83(b)
of the Code by such Outside Director. The Company is entitled to a tax deduction
in the same amount,  and at the same time, as such ordinary income is recognized
by the Outside  Director  with respect to shares  acquired  upon the exercise of
nonstatutory Director Options.

     The  foregoing is only a summary of the effect of federal  income  taxation
upon the  Outside  Directors  and the  Company  with  respect  to the  grant and
exercise of options under the Director Plan and does not purport to be complete.
Reference should be made to the applicable  provisions of the Code. In addition,
this  summary  does not discuss the tax  consequences  of an Outside  Director's
death or the income tax laws of any  municipality,  state or foreign  country in
which such director may reside.

Vote Required

     The extension of the term of the Director Plan by an additional three years
to December 19, 2003 requires the affirmative  vote of the holders of a majority
of the shares  present at the Annual  Meeting in person or by proxy and entitled
to vote as of the Record Date.

Recommendation of the Board of Directors

 
    The Company's Board of Directors  recommends a vote FOR an amendment of the
Director  Plan to  extend  the term of such  Director  Plan  from  ten  years to
thirteen years.


                                       31

<PAGE>


                  PROPOSAL V--AMENDMENT OF THE COMPANY'S BYLAWS

     The  Company's  bylaws,  as amended  to date,  currently  provide  that the
authorized  number of members of the Company's  Board of Directors  shall be not
less than four and no more than seven members.  The exact number of directors is
currently set at seven  members.  Pursuant to the Company's  bylaws,  either the
Board of Directors or the  shareholders of the Company may change the authorized
number  of  directors  within  these  limits;  provided,  however  that  no such
amendment which reduces the authorized number of directors shall have the effect
of removing any director then currently  serving on the Board of Directors until
such directors' term of office expires.  The approval of the shareholders of the
Company is required to change the  variable  range of the  authorized  number of
directors or to set the number of directors at a number,  which is outside these
currently authorized limits.

     The Board of  Directors  believes  that it is in the best  interests of the
Company and its shareholders to increase the authorized number of members of the
Company's  Board of Directors to a range which is not less than five and no more
than  nine  members.  Such an  amendment  would  allow  the  Company's  Board of
Directors to change the number of the authorized  number of directors within the
limits set forth above in order to be able to appoint new  qualified  candidates
as they become  available  during the year without the additional cost and delay
of a special shareholder's  meeting. Such amendment of the bylaws would not have
an effect on any of the current members of the Company's Board of Directors. The
amendment  of the  Company's  bylaws is necessary to give the Board of Directors
additional  flexibility to attract and add new members to the Board of Directors
who are critical to the immediate and long-term success of the Company.

     At the Annual  Meeting,  the  shareholders  are being  asked to approve the
amendment  and  restatement  of the first two  sentences  of Section  3.2 of the
Company's current bylaws, to provide that the authorized number of the Company's
Board of Directors shall be not less than five and no more than nine members, as
follows:

         "3.2     NUMBER AND QUALIFICATION OF DIRECTORS.
                  -------------------------------------

                  The number of directors of the  corporation  shall be not less
                  than  five (5) nor more than  nine  (9).  The exact  number of
                  directors shall be seven (7) until changed,  within the limits
                  specified  above,  by a bylaw  amending this Section 3.2, duly
                  adopted by the board of directors or by the shareholders."

All other  provisions of the Company's  current bylaws,  including the remaining
provisions of Section 3.2 would remain unchanged by this proposed amendment.

Vote Required

     The amendment of the Company's bylaws to provide that the authorized number
of the Company's Board of Directors shall be not less than five and no more than
nine members  requires the affirmative  vote of the holders of a majority of the
shares  present at the Annual Meeting in person or by proxy and entitled to vote
as of the Record Date.

Recommendation of the Board of Directors

 
    The Company's Board of Directors  recommends a vote FOR an amendment of the
Company's bylaws to provide that the authorized number of the Company's Board of
Directors  shall be a  variable  range  not less than five and no more than nine
members.


                                       32

<PAGE>


        PROPOSAL VI--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of Directors has appointed Ernst & Young LLP ("Ernst & Young") as
the Company's  independent  auditors,  to audit the financial  statements of the
Company for the current fiscal year ending December 29, 2000.  Ernst & Young has
been the Company's  independent  auditors  since their  appointment in 1986. The
Company  expects that a  representative  of Ernst & Young will be present at the
Annual  Meeting,  will have the  opportunity  to make a  statement  if he or she
desires to do so, and will be available to answer any appropriate questions.

Vote Required

     Ratification  of  the  appointment  of  Ernst  &  Young  as  the  Company's
independent  auditors for the current fiscal year ending December 29, 2000, will
require the affirmative  vote of the holders of a majority of the shares present
at the  Annual  Meeting  in person or by proxy  and  entitled  to vote as of the
Record Date.  In the event that such  ratification  by the  shareholders  is not
obtained, the Board of Directors will reconsider such selection.

Recommendation of the Board of Directors

 
    The Company's Board of Directors  recommends a vote FOR the ratification of
the appointment of Ernst & Young LLP as the independent auditors for the Company
for the current fiscal year ending December 29, 2000.

                                  OTHER MATTERS

     The Company knows of no other matters to be submitted for  consideration at
the  Annual  Meeting.  If any other  matters  properly  come  before  the Annual
Meeting,  it is the intention of the persons named in the enclosed Proxy to vote
the shares they represent as the Board of Directors may recommend. Discretionary
authority  with respect to such other matters is granted by the execution of the
enclosed Proxy.

     It is important that your shares be represented at the meeting,  regardless
of the number of shares which you hold. You are, therefore, urged to mark, sign,
date,  and  return  the  accompanying  Proxy  as  promptly  as  possible  in the
postage-prepaid  envelope  which has been enclosed for your  convenience or vote
electronically  via the Internet or by telephone in accordance with the detailed
instructions on your individual Proxy card.

                                          For the Board of Directors
                                          TRIMBLE NAVIGATION LIMITED

                                          ROBERT S. COOPER
                                          Chairman of the Board

Dated: April 4, 2000


                                       33

<PAGE>

                                   APPENDIX A

PROXY                    TRIMBLE NAVIGATION LIMITED                        PROXY

                  PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS

           This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned  shareholder of TRIMBLE  NAVIGATION  LIMITED,  a California
corporation,  hereby  acknowledges  reciept of the  Notice of Annual  Meeting of
Shareholders and Proxy Statement, each dated March 31, 2000, and hereby appoints
Robert  S.  Cooper  and  Steven  W.  Berglund,  and  each of them,  proxies  and
attorneys-in-fact, with full power to each of subsitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 2000 Annual Meeting
of Shareholders of TRIMBLE NAVIGATION LIMITED,  to be held on Thursday,  May 11,
2000 at 1:00 p.m.,  local time,  at the Westin Hotel in Santa Clara,  located at
5101 Great America Parkway, Santa Clara,  California 95054 in the Magnolia Room,
and at any adjournment(s)  thereof, and to vote all shares of Common Stock which
the undersigned would be entitled to vote if then and there personally  present,
on the matters set forth below.

     THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS  INDICATED,  IT
WILL BE VOTED FOR THE LISTED  NOMINEES  IN THE  ELECTION OF  DIRECTORS,  FOR THE
APPROVAL OF AN INCREASE OF 925,000 SHARES IN THE NUMBER OF SHARES  AVAILABLE FOR
ISSUANCE  UNDER THE  COMPANY'S  1993 STOCK OPTION  PLAN,  FOR THE APPROVAL OF AN
INCREASE OF 200,000 SHARES IN THE NUMBER OF SHARES  AVAILABLE FOR PURCHASE UNDER
THE  COMPANY'S  1988  EMPLOYEE  STOCK  PURCHASE  PLAN,  FOR THE  APPORVAL  OF AN
AMENDMENT OF THE COMPANY'S  1990 DIRECTOR STOCK OPION PLAN TO EXTEND THE TERM OF
SUCH PLAN BY THREE YEARS,  FOR THE  APPROVAL OF AN  AMENDMENT  OF THE  COMPANY'S
BYLAWS TO CHANGE THE AUTHORIIZED  NUMBER OF THE BOARD OF DIRECTORS TO A VARIABLE
RANGE BETWEEN FIVE AND NINE MEMBERS,  FOR THE RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS  INDEPENDENT  AUDITORS FOR THE FISCAL YEAR ENDING  DECEMBER
29,  2000,  AND AS SAID  PROXIES  DEEM  ADVISABLE  ON SUCH OTHER  MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.


     Both of such  attorneys or  substitutes  (if both are present and acting at
said meeting or any ajournment(s)  thereof, or, if only one shall be present and
acting,  then that one)  shall have and may  exercise  all of the powers of said
attorneys-in-fact hereunder.

                 (Continued, and to be signed on the other side)


                              FOLD AND DETACH HERE




                YOU MAY VOTE IN ANY OF THE FOLLOWING THREE WAYS

1.      Vote via the Internet at http://www.eproxy.com/trmb. You will need the
        Control Number that appears in the box in the lower right corner of
        this card.

2.      Vote by telephone by calling 1-800-840-1208 from a touch-tone phone in
        the U.S. There is no charge for this call. You will need the Control
        Number that appears in the box in the lower right conrner of this card.

3.      Mark, sign and date this proxy form and return it in the enclosed
        envelope.


                                       34

<PAGE>



 
                                                         Please mark
                                                         your votes      [X]
                                                         as indicated in
                                                         in this example       


<TABLE>
<CAPTION>
<S>                             <C>  <C>    <C>                             <C> <C>     <C>    <C>              <C> <C>    <C>
1. Elections of Directors             WITHHOLD
                                 FOR   FOR All
(INSTRUCTION: If you wish to                                                 FOR AGAINST ABSTAIN                FOR AGAINST ABSTAIN
withhold authority to vote for   [ ]    [ ]  2. To approve an increase of                        4. To approve an 
any individual nominee, strike                  925,000 shares in the number of                     amendment of     
a line through that nominee's                   shares of Common Stock re-     [ ]   [ ]     [ ]    the Company's [ ]   [ ]     [ ]
name in the list below:)                        served for issuance under the                       1990 Director 
                                                Company's 1993 Stock Option                         Stock Option Plan  
                                                Plan from 5,000,000 shares to                       to extended the term
01 Steven W. Berglund, 02 Robert S. Cooper,     an aggregate of 5,925,000 shares.                   of such plan by            
03 John B. Goodrich, 04 William Hart, 05 Ulf                                                        three years.
J. Johansson, 06 Norman Y. Mineta, and 07    3. To approve an increase                           
Bradford W. Parkinson                           of 200,000 shares in the number                  5. To approve an 
                                                of shares of Common Stock                           ammendment of
                                                available for purchase by eligible                  the Company's [ ]   [ ]     [ ]
                                                employees under the Company's  [ ]    [ ]     [ ]   bylaws to change 
                                                1988 Employee Stock Purchase                        the authorized
                                                Plan from 2,950,000 shares to                       number of board of
                                                an aggregate of 3,150,000 shares.                   directors to a variable
______________________________________________________                                              range between five and
                                                                                                    nine members.
    
                                                                                                 6. To ratify the 
                                                                                                    appointment of 
                                                                                                    Ernst & Young 
                                                                                                    LLP as the 
                                                                                                    independent  [ ]    [ ]     [ ]
                                                                                                    auditors of the 
                                                                                                    Company for the 
                                                                                                    current fiscal year 
                                                                                                    ending December 29, 2000.

                                                                                                 7. To transact such 
                                                                                                    other business as 
                                                                                                    may properly [ ]    [ ]     [ ]
                                                                                                    come before
                                                                                                    the meeting or any 
                                                                                                    adjournment thereof.
                    
                                                                                         
                                                                           _ _ _ _ _ _   
                                                                                      |  
                                                                                      |  
                                                                                      |  
                                                                                      |  
                                                                                      | 
                                                                                      |  
                                                                                      | 
                                                                                         

 
                                                                                          



Signature(s)______________________________________________   Dated _______, 2000
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope. If
signing for estates, trusts, corporations, or partnerships title or capacity
should be stated. If shares are held jointly each holder should sign.)


</TABLE>

                              FOLD AND DETACH HERE


     [Omitted picture of     VOTE BY TELEPHONE OR INTERNET   [Omitted picture 
      telephone]                                              of computer]

                           QUICK * * * EASY * * * IMMEDIATE
           YOUR VOTE IS IMPORTANT - YOU CAN VOTE IN ONE OF THREE WAYS:

1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone
                         24 hours a day - 7 days a week.
     There is NO CHARGE to you for this call. - Have your proxy card in hand.

You will be asked to enter a Control Number, which is located in the box in
the lower right hand conrner of this form.

OPTION #1: To vote as the Board of Directors recommends on ALL proposals: 
           Press 1.
              When asked, please confirm your vote by Pressing 1.

OPTION #2: If you choose to vote on each proposal separately, press 0. You will
           hear these instructions:

                Proposal 1: To vote FOR ALL nominee, press 1; to WITHHOLD FOR
                            ALL nominees, press 9.
 
               Proposal 2: To vote FOR, press 1; AGAINST, press 9; 
                            ABSTAIN, press 0.
              When asked, please confirm your vote by Pressing 1.
           The instructions are the same for all remaining proposals.
                                      or
2. VOTE BY INTERNET: Follow the instructions at our Website Address:
                     http://www.exproxy.com/trmb
                                       or
3. VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in
                  the enclosed envelope.
NOTE: If you vote by internet or telephone, THERE IS NO NEED TO MAIL BACK your
      Proxy Card.
                             THANK YOU FOR VOTING.


                                       35

<PAGE>

                                   APPENDIX B



TRIMBLE NAVIGATION LIMITED ANNUAL MEETING TO BE HELD ON 05/11/00 AT 1:00 P.M.
PDT FOR HOLDERS AS OF 03/13/00           
    4    1-0001     AS AN ALTERNATIVE TO COMPLETING THIS FORM, YOU MAY ENTER 
                    YOUR VOTE INSTRUCTION BY TELEPHONE AT 1-800-454-8683, OR
                    VIA THE INTERNET AT WWW.PROXYVOTE.COM AND FOLLOW THE SIMPLE
                    INSTRUCTIONS.
CUSIP: 896239100

DIRECTORS                                         CONTROL NO.
----------                                                              |-------
DIRECTORS RECOMMENDED: A VOTE FOR ELECTION OF THE FOLLWOING             |
NOMINEES                                                         0010100| 
1- 01-STEVEN W. BERGLUND, 02-ROBERT S. COOPER, 03-JOHN B GOODRICH,      |
   04-WILLIAM HART, 05-ULF J. JOHANSSON, 06-NORMAN Y. MINETA,           |
   07-BRADFORD W. PARKINSON                                             |



                                                                   DIRECTORS
PROPOSALS                                                         RECOMMENDED
----------                                                       ------------
     2  - TO APPROVE AN INCERASE OF 925,000 SHARES -->>>             FOR --->>>2
          IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED          0020702
          FOR ISSUANCE UNDER THE COMPANY'S 1993 STOCK OPTION 
          PLAN FROM  5,000,000 SHARES TO AN AGGREGATE OF
          5,925,000 SHARES. 

     3 -  TO APPROVE AN INCREASE OF 200,000 SHARES IN -->>>          FOR --->>>3
          THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR       0020702
          PURCHASE BY ELIGIBLE EMPLOYEES UNDER THE COMPANY'S 
          1988 EMPLOYEE STOCK PURCHASE PLAN FROM 2,950,000 SHARES 
          TO AN AGGREGATE OF 3,150,000 SHARES.

     4 -  TO APPROVE AN AMENDMENT OF THE COMPANY'S 1990 ---->>>      FOR --->>>4
          DIRECTOR STOCK OPTION PLAN TO EXTEND THE TERM OF         0020702     
          SUCH PLAN BY THREE YEARS.

     5 -  TO APPROVE AN AMENDMENT OF THE COMPANY'S BYLAWS ---->>>    FOR --->>>5
          TO CHANGE THE AUTHORIZED NUMBER OF THE BOARD OF          0010105
          DIRECTORS TO A VARIABLE RANGE BETWEEN FIVE AND 
          NINE MEMBERS.   

     6 -  TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP ------->>>  FOR --->>>6
          AS THE INDEPENDENT AUDTIORS OF THE COMPANY FOR THE       0010200
          CURRENT FISCAL YEAR ENDING DECEMBER 29, 2000.

         *NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR
          ANY ADJOURNMENT THEREOF
                                                                           

                                       36

<PAGE>


FOLD AND DETACH HERE

          TRIMBLE NAVIGATION LIMITED
          05/11/00 AT 1:00 P.M. PDT                   
                 6 ITEM(S)                SHARE(S)

                  DIRECTORS
                  ---------
         (MARK 'X' FOR ONLY ONE BOX)

1 [   ]   FOR ALL NOMINEES
                                                            |------
  [   ]   WITHHOLD ALL NOMINEES                             |
                                                            |
  [   ]   WITHHOLD AUTHORITY TO VOTE FOR
          ANY INDIVIDUAL NOMINEE. WRITE
          NUMBER(S) OF NOMINEE(S) BELOW.

  USE NUMBER ONLY __________________________

   FOR    AGAINST   ABSTAIN 
2 [   ]    [   ]     [   ]    PLEASE INDICATE YOUR PROPOSAL SELECTION BY
                              FIRMLY PLACING AN 'X' IN THE APPROPRIATE     [X]
                              NUMBERED BOX WITH BLUE OR BLACK INK ONLY

     DO NOT USE               SEE VOTING INSTRUCTIONS NO. 1 ON REVERSE

     DO NOT USE               ACCOUNT NO:
      
   FOR    AGAINST   ABSTAIN   CUSIP: 896239100
3 [   ]    [   ]     [   ]
                              CONTROL NO:

     DO NOT USE               CLIENT NO:

     DO NOT USE               PLEASE MARK HERE IF YOU PLAN TO ATTEND 
                              AND VOTE YOUR SHARES AT THE MEETING     [   ]
   FOR    AGAINST   ABSTAIN
4 [   ]    [   ]     [   ]

     DO NOT USE
                              51 MERCEDES WAY
     DO NOT USE               EDGEWOOD NY 17717
                               
   FOR    AGAINST   ABSTAIN     
5 [   ]    [   ]     [   ]

     DO NOT USE   
                              TRIMBLE NAVIGATION LIMITED
     DO NOT USE               ATTN:BARBARA HALL
                              645 N MARY AVE
                              SUNNYVALE, CA  94088

   FOR    AGAINST   ABSTAIN     
6 [   ]    [   ]     [   ]

     DO NOT USE   
                              
     DO NOT USE       

      
                              _____________________________________  /____/____
FOLD AND DETACH HERE          SIGNATURE(S)                            DATE


                                       37

<PAGE>


                                 [Logo] TRIMBLE
                              Two new ways to vote

    -------------------------        []        ----------------------------
    |   Vote by Internet    |        []        |    Vote by Telephone     |
    -------------------------        []        ----------------------------
It's fast, convenient and your vote  []     It's fast, convenient, and your vote
is immediately confirmed and posted  []     is immediately confirmed and
and you can get all future materials []     posted.
by internet.                         []      
                                     []      Using a touch-tone phone call the
       WWW.PROXYVOTE.COM             []      toll-free number shown on the 
                                     []      voting instruction form.
                                     []
   Just follow these 4 easy steps:   []      Just follow these 4 easy steps:
                                     []
     1. Read the accompaning Proxy   []       1. Read the accompaning Proxy
        Statement and voting         []          Statement and voting 
        instruction form.            []          instruction form.
                                     []
     2. Go to website                []       2. Call the toll-free number 
        WWW.PROXYVOTE.COM            []          shown on your voting
                                     []          instruction form.
                                     []
     3. Enter your 12 digit          []       3. Enter your 12 digit Control
        Control Number located on    []          Number located on your 
        your voting instruction      []          voting instruction form.
        form.                        []
                                     []
     4. Follow the simple            []       4. Follow the simple instructions.
        instructions.                []
                                     []
        YOUR VOTE IS IMPORTANT!      []              YOUR VOTE IS IMPORTANT!
                                     []
      Go to WWW.PROXYVOTE.COM        []              Call 24 hours a day
                                     []
            24 hours a day           []
                                     []
      Do not return Voting Form if you are voting by Internet or telephone.
                                    

                                       38

<PAGE>


                                   APPENDIX C

                           TRIMBLE NAVIGATION LIMITED

                             1993 STOCK OPTION PLAN
                            (as amended June 2, 1999)

 1. Purposes of the Plan.  The purposes of this Stock Option Plan are to attract
and  retain  the  best   available   personnel  for  positions  of   substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

     Options  granted  hereunder  may  be  either  Incentive  Stock  Options  or
Nonstatutory  Stock Options,  at the discretion of the Board and as reflected in
the terms of the written option agreement.

 2. Definitions. As used herein, the following definitions shall apply:

          (a)     "Administrator" means the Board or any of its Committees 
appointed pursuant to Section 4 of the Plan.
                   
          (b) "Board" shall mean the Committee,  if one has been  appointed,  or
the Board of Directors of the Company, if no Committee is appointed.

          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (d)  "Committee"  shall mean the  Committee  appointed by the Board of
Directors in accordance  with  paragraph (a) of Section 4 of the Plan, if one is
appointed.

          (e) "Common Stock" shall mean the Common Stock of the Company.

          (f)  "Company"  shall mean Trimble  Navigation  Limited,  a California
corporation.

          (g)  "Consultant"  shall mean any person who is engaged by the Company
or any Parent or Subsidiary to render consulting services and is compensated for
such consulting  services,  and any director of the Company whether  compensated
for such services or not,  provided that the term  Consultant  shall not include
directors  who are  not  compensated  for  their  services  or are  paid  only a
director's fee by the Company.

          (h)  "Continuous  Status as an Employee or Consultant"  shall mean the
absence  of any  interruption  or  termination  of  service  as an  Employee  or
Consultant.  Continuous  Status  as an  Employee  or  Consultant  shall  not  be
considered  interrupted in the case of sick leave,  military leave, or any other
leave of absence  approved  by the  Company or any Parent or  Subsidiary  of the
Company;  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.

          (i)  "Employee"  shall  mean  any  person,   including   officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company.
The  payment of a  director's  fee by the  Company  shall not be  sufficient  to
constitute "employment" by the Company.

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


                                       39

<PAGE>
           

          (k) "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
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation  ("NASDAQ")  System,  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 system or exchange for the last market  trading day
prior to the time of determination)  as reported in the Wall Street  Journal or
such other  source as the Administrator deems reliable;

                           (ii)If  the  Common  Stock is  quoted  on the  NASDAQ
System (but not on the National Market System thereof) or regularly  quoted by a
recognized
securities  dealer but selling  prices are not  reported,  its Fair Market Value
shall be the mean between the high and low asked prices for the Common Stock or;

                           (iii)In the absence of an established  market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith
by the Administrator.

          (l) "Incentive  Stock Option" shall mean an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

          (m)  "Nonstatutory  Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.

          (n) "Option" shall mean a stock option granted pursuant to the Plan.

          (o) "Optioned Stock" shall mean the Common Stock subject to an Option.

          (p)  "Optionee"  shall mean an Employee or Consultant  who receives an
Option.

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

          (r) "Plan" shall mean this 1993 Stock Option Plan.

          (s)     "Share" shall mean a share of the Common Stock, as adjusted in
 accordance with Section 11 of the Plan.
                  
          (t) "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

 3. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of the
Plan,  the maximum  aggregate  number of shares  which may be optioned  and sold
under  the  Plan  is  5,000,000  shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.  Notwithstanding  any other provision of the Plan,  shares


                                       40

<PAGE>



issued  under the Plan and later  repurchased  by the  Company  shall not become
available for future grant or sale under the Plan.

 4. Administration of the Plan.

          (a)     Procedure.

                           (i)Multiple Administrative Bodies. The Plan may be 
administered by different Committees with respect to different groups of 
Employeesand Consultants.

                           (ii)Section 162(m). To the extent that the 
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based compensation"  within the meaning of Section  162(m) of 
the Code, the Plan shall be administered  by a Committee of two or more "outside
directors"  within the meaning of Section 162(m) of the Code.

                           (iii)Rule 16b-3.  To the extent desirable to qualify 
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under 
Rule 16b-3.

          (b) Powers of the Administrator. Subject to the provisions of the Plan
and in the case of a Committee,  the specific  duties  delegated by the Board to
such Committee, the Administrator shall have the authority, in its discretion:

                           (i)to determine the Fair Market Value of the Common 
Stock, in accordance with Section 2(k) of the Plan;

                           (ii)to select the officers, Consultants and Employees
to whom Options may from time to time be granted hereunder;

                           (iii)to determine whether and to what extent Options 
are granted hereunder;

                           (iv)to determine the number of shares of Common Stock
to be covered by each such award granted hereunder;

                           (v)to approve forms of agreement for use under the 
Plan;

                           (vi)to determine the terms and conditions, not 
inconsistent with the terms of the Plan, of any award granted hereunder 
(including, but not limited to, the share price and any  restriction or  
limitation,  or any vesting acceleration or waiver of forfeiture  restrictions
regarding any Option and/or the shares of Common Stock relating  thereto, based
in each case on such factors as the Administrator shall determine, in its sole 
discretion);

                           (vii)to    determine    whether    and   under   what
circumstances  an Option may be settled in cash under subsection 9(e) instead of
Common Stock;

                           (viii) to determine whether, to what extent and under
what circumstances Common Stock and other amounts  payable  with  respect to an 
award  under  this Plan shall be  deferred either automatically or at the 
election of the participant  (including providing for and determining  the 
amount,  if any, of any deemed earnings on any deferred amount during any 
deferral period);

                                       41

<PAGE>

                           (ix)to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was 
granted; and

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

          (d) Grant Limits.  The following  limitations shall apply to grants of
Options under the Plan:

                         (i) No employee shall be granted,  in any fiscal year 
of the Company,  Options under the Plan to purchase more than 150,000 Shares,   
provided that the Company may make an additional  one-time  grant of up to 
250,000 Shares to newly-hired Employees.

                         (ii) The foregoing  limitations   shall   be   adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 11.

                         (iii) If an Option is cancelled (other than in 
connection with a transaction  described in Section 11), the  cancelled  Option 
shall be counted against  the limits  set forth in  Section  4(d)(i).  For this 
purpose,  if the exercise  price of an Option is reduced,  the  transaction  
will be treated as a cancellation of the Option and the grant of a new Option.

 5. Eligibility.

          (a)  Nonstatutory  Stock  Options  may be granted  only to  Employees,
Directors,  and  Consultants.  Incentive  Stock  Options may be granted  only to
Employees.  An Employee,  Director, or Consultant who has been granted an Option
may, if he is otherwise eligible, be granted an additional Option or Options.

          (b) Each Option shall be designated in the written option agreement as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

          (c) For purposes of Section  5(b),  Incentive  Stock  Options shall be
taken into account in the order in which they were granted,  and the Fair Market
Value of the Shares shall be  determined  as of the time the Option with respect
to such Shares is granted.

          (d) The Plan shall not confer upon any Optionee any right with respect
to continuation of employment or consulting  relationship with the Company,  nor
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time, with or without cause.

 6. Term of Plan.  The Plan shall become  effective upon the earlier to occur of
its adoption by the Board of Directors  or its approval by the  shareholders  of
the Company as described in Section 18 of the Plan. It shall  continue in effect
for a term of ten (10) years unless  sooner  terminated  under Section 14 of the
Plan.

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

                                       42

<PAGE>

Agreement.  However,  in the case of an  Incentive  Stock  Option  granted to an
Optionee who, at the time the 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 term of the Option  shall be five (5)
years from the date of grant  thereof or such shorter term as may be provided in
the Option Agreement.

 8.  Exercise Price and Consideration.

          (a) The per Share exercise price for the Shares to be issued  pursuant
to exercise of an Option shall be such price as is determined by the Board,  but
shall be subject to the following:

                            (i)In the case of an Incentive Stock Option

                             (A) granted to an Employee  who, at the time of the
grant of such Incentive Stock Option, owns stock  representing  more than ten 
percent (10%) of the voting power of all classes  of stock of the  Company  or 
any  Parent or  Subsidiary, the per Share exercise  price shall be no less than 
110% of the Fair Market Value per Share on the date of grant.

                             (B)granted to any Employee, 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 determined by the Administrator.  In the case
of a  Nonstatutory  Stock  Option  intended  to  qualify  as  "performance-based
compensation"  within the meaning of Section  162(m) of the Code,  the per Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                           (iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price of less than 100% of the Fair Market 
Value per Share on the date of grant pursuant to a merger or other corporate 
transaction.

          (b) The  consideration  to be paid for the  Shares to be  issued  upon
exercise of an Option,  including the method of payment,  shall be determined by
the  Administrator  and  may  consist  entirely  of (1)  cash,  (2)  check,  (3)
promissory  note,  (4) other  Shares  which (x)  either  have been  owned by the
Optionee for more than six months on the date of surrender or were not acquired,
directly or  indirectly,  from the Company,  and (y) 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,  (5)  authorization  from the Company to
retain from the total number of Shares as to which the Option is exercised  that
number of Shares having a Fair Market Value on the date of exercise equal to the
exercise  price  for the  total  number  of  Shares  as to which  the  Option is
exercised,  (6) delivery of a properly  executed  exercise  notice together with
irrevocable  instructions  to a broker to  promptly  deliver to the  Company the
amount of sale or loan proceeds required to pay the exercise price, (7) delivery
of an  irrevocable  subscription  agreement  for the  Shares  which  irrevocably
obligates  the option holder to take and pay for the Shares not more than twelve
months  after  the  date of  delivery  of the  subscription  agreement,  (8) any
combination of the foregoing methods of payment, (9) or such other consideration
and method of payment for the issuance of Shares to the extent  permitted  under
Applicable Laws. In making its  determination as to the type of consideration to
accept,  the Board shall  consider if  acceptance of such  consideration  may be
reasonably expected to benefit the Company.

 9. Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
granted  hereunder  shall be exercisable at such times and under such conditions


                                       43

<PAGE>


as determined by the Board,  including  performance criteria with respect to the
Company and/or the Optionee,  and as shall be permissible under the terms of the
Plan.

                  An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised  when written notice
of such exercise has been given to the Company in  accordance  with the terms of
the Option by the person  entitled to exercise  the Option and full  payment for
the Shares with  respect to which the Option is exercised  has been  received by
the  Company.  Full  payment  may, as  authorized  by the Board,  consist of any
consideration  and method of payment  allowable  under Section 8(b) of the Plan.
Until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any


other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available,  both for purposes of
the Plan and for sale under the Option,  by the number of Shares as to which the
Option is exercised.

          (b)  Termination of Status as an Employee or Consultant.  In the event
of termination of an Optionee's  Continuous  Status as an Employee or Consultant
(as the case may be),  such  Optionee  may, but only within thirty (30) days (or
such  other  period of time,  not  exceeding  three (3) months in the case of an
Incentive  Stock  Option or six (6) months in the case of a  Nonstatutory  Stock
Option,  as is determined by the Board) after the date of such  termination (but
in no event later than the date of  expiration of the term of such Option as set
forth in the Option  Agreement),  exercise  his Option to the extent that he was
entitled to exercise it at the date of such  termination.  To the extent that he
was not entitled to exercise the Option at the date of such  termination,  or if
he does not exercise such Option (which he was entitled to exercise)  within the
time specified herein, the Option shall terminate.

          (c) Disability of Optionee.  Notwithstanding the provisions of Section
9(b) above, in the event of termination of an Optionee's Continuous Status as an
Employee or  Consultant as a result of his total and  permanent  disability  (as
defined in Section 22(e)(3) of the Code), he may, but only within six (6) months
(or such other period of time not exceeding  twelve (12) months as is determined
by the Board) from the date of such  termination (but in no event later than the
date of  expiration  of the  term of such  Option  as set  forth  in the  Option
Agreement),  exercise his Option to the extent he was entitled to exercise it at
the date of such termination. To the extent that he was not entitled to exercise
the Option at the date of  termination,  or if he does not exercise  such Option
(which he was entitled to exercise) within the time specified herein, the Option
shall terminate.

          (d) Death of Optionee. In the event of the death of an Optionee:

                           (i)during the term of the Option who is at the time 
of his death an Employee or Consultant of the Company and who shall have been
in Continuous Status as an Employee or Consultant since the date of grant of the
Option,  the Option may be  exercised,  at any time  within  twelve  (12) months
following  the date of death (but in no event later than the date of  expiration
of the  term of such  Option  as set  forth  in the  Option  Agreement),  by the
Optionee's  estate or by a person who  acquired the right to exercise the Option


                                       44

<PAGE>


by bequest or inheritance,  but only to the extent of the right to exercise that
would have accrued had the Optionee  continued living and remained in Continuous
Status as an Employee or Consultant  twelve (12) months after the date of death,
subject to the limitation set forth in Section 5(b); or

                           (ii)within  thirty (30) days (or such other period of
time not exceeding three (3) months as is determined by the Board) after the
termination of Continuous Status as an Employee or Consultant, the Option may be
exercised,  at any time within  twelve (12) months  following  the date of death
(but in no event later than the date of expiration of the term of such Option as
set forth in the Option Agreement),  by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent of the right to exercise that had accrued at the date of termination.

          (e) Buyout Provisions.  The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

 10. Non-Transferability of Options. Options may not be sold, pledged, assigned,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of  descent  and  distribution  or  pursuant  to a  qualified  domestic
relations  order as  defined by the Code or Title I of the  Employee  Retirement
Income Security Act, or the rules  thereunder.  The designation of a beneficiary
by an  Optionee  does not  constitute  a transfer.  An Option may be  exercised,
during the  lifetime  of the  Optionee,  only by the  Optionee  or a  transferee
permitted by this Section 10.

 11.  Adjustments  Upon  Changes in  Capitalization  or  Merger.  Subject to any
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  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 issued 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 issuance 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
Board  shall  notify  the  Optionee  at least  fifteen  (15) days  prior to such
proposed action. To the extent it has not been previously exercised,  the Option
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger  of the  Company  with or into  another  corporation,  the
Option shall be assumed or an  equivalent  option shall be  substituted  by such
successor  corporation or a parent or subsidiary of such successor  corporation.
In the even the successor corporation does not agree to assume the option or the
substitute and equivalent option, the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to vest in and exercise
the Option as to all of the  Optioned  Stock,  including  Shares as to which the
Option  would not  otherwise  be vested or  exercisable.  If the Board  makes an
Option fully vested and exercisable in lieu of assumption or substitution in the
event of a merger,  the Board shall notify the Optionee that the Option shall be
fully vested and  exercisable for a period of fifteen (15) days from the date of
such notice,  and the Option will  terminate upon the expiration of such period.


                                       45

<PAGE>

If,  in such a  merger,  the  Option  is  assumed  or an  equivalent  option  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, the Optionee's Continuous Status as an Employee or Consultant is
terminated  for any reason other than the  Optionee's  voluntary  termination of
such  relationship,  then the Optionee  shall have the right within  thirty days
thereafter  to exercise  the Option as to all of the Optioned  Stock,  including
Shares as to which the Option would not be otherwise  exercisable,  effective as
of the date of such termination.

 12. Stock Withholding to Satisfy Withholding Tax Obligations. At the discretion
of the Administrator,  Optionees may satisfy withholding obligations as provided
in this  paragraph.  When an Optionee incurs tax liability in connection with an
Option,  which tax liability is subject to tax withholding  under applicable tax
laws, and the Optionee is obligated to pay the Company an amount  required to be
withheld under applicable tax laws, the Optionee may satisfy the withholding tax
obligation by electing to have the Company withhold from the Shares to be issued
upon exercise of the Option,  if any, that number of Shares having a Fair Market
Value equal to the 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.

 13. Time of Granting  Options.  The date of grant of an Option  shall,  for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice  of the  determination  shall  be  given  to  each  Employee  or
Consultant  to whom an Option is so granted  within a reasonable  time after the
date of such grant.

 14. Amendment and Termination of the Plan.

          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or  discontinue  the Plan, but no amendment,  alteration,  suspension or
discontinuation  shall be made which  would  impair  the rights of any  Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the extent  necessary  and  desirable to comply with Section 422 of the Code (or
any other  applicable law or regulation,  including the requirements of the NASD
or an established stock exchange), the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as required.

          (b)  Effect  of  Amendment  or  Termination.  Any  such  amendment  or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

 15. Conditions Upon Issuance of Shares.  Shares shall not be issued pursuant to
the  exercise of an Option  unless the  exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, 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 relevant provisions of law.

                                       46

<PAGE>

 16. 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.

          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.

 17. Option  Agreement.  Options shall be evidenced by written option agreements
in such form as the Board shall approve.

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

                                       47

<PAGE>


                                   APPENDIX D

                               TRIMBLE NAVIGATION

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                            (as amended June 2, 1999)


         The following  constitute the provisions of the Employee Stock Purchase
Plan of Trimble Navigation.

         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.  The
provisions  of the Plan shall,  accordingly,  be  construed  so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.   Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as
                       amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d) "Company" shall mean Trimble Navigation.

                  (e) "Compensation"  shall mean all regular straight time gross
earnings, commissions,  incentive bonuses, overtime, shift premium, lead pay and
other similar compensation, but excluding automobile allowances,  relocation and
other non-cash  compensation.  Notwithstanding  the foregoing,  the Employee may
elect to exclude bonuses from the calculation of compensation.

                  (f) "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,  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.

                  (g)  "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.

                  (h)  "Employee"  shall mean any person,  including an officer,
whose  customary  employment  with the Company is at least twenty (20) hours per
week by the Company or one of its Designated Subsidiaries and more than five (5)
months in any calendar year.

                  (i)  "Enrollment  Date"  shall  mean  the  first  day of  each
Offering Period.


                                       48

<PAGE>
                   
                  (j)  "Exercise  Date" shall mean the last day of each Offering
Period.

                  (k) "Offering  Period" shall mean,  except with respect to the
first  Offering  Period as described  herein,  a period of six (6) months during
which  an  option  granted  pursuant  to the Plan may be  exercised.  The  first
Offering Period shall commence August 15, 1988, and end December 31, 1988.

                  (l)      "Plan"  shall mean this Employee Stock Purchase Plan.

                  (m)  "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 has  been
continuously employed by the Company for at least two (2) consecutive months and
who  shall be  employed  by the  Company  on a given  Enrollment  Date  shall be
eligible to participate in the Plan. However, notwithstanding the foregoing, for
purposes of the first Offering Period only, any Employee  defined in paragraph 2
who was  employed  by the  Company  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  425(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.

         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. The Plan shall continue  thereafter  until
terminated in accordance  with paragraph 19 hereof.  Subject to the  shareholder
approval  requirements  of  paragraph  19, the Board of Directors of the Company
shall have the power to change the 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.

         5.  Participation.

                  (a) An eligible  Employee may become a participant in the Plan
by completing a subscription  agreement  authorizing  payroll  deductions in the
form of Exhibit A to this Plan and filing it with the Company's  payroll  office
at least five (5) business days prior to the applicable  Enrollment Date, unless
a later time for filing the  subscription  agreement is set by the Board for all
eligible Employees with respect to a given Offering Period.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering  Period to which such  authorization  is applicable,  unless sooner
terminated by the participant as provided in paragraph 10.


                                       49

<PAGE>
      
         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
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 Section  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.

         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 during such  Offering  Period up to a
number of shares of the  Company's  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 lower of
(i)  eighty-five  percent  (85%)  of the  fair  market  value  of a share of the
Company's Common Stock on the Enrollment Date or (ii) eighty-five  percent (85%)
of the  fair  market  value  of a share  of the  Company's  Common  Stock on the
Exercise  Date;  provided  that in no event shall an Employee  be  permitted  to
purchase during each Offering Period more than a number of shares  determined by
dividing  $12,500 by the fair market  value of a share of the  Company's  Common
Stock on the Enrollment  Date, and provided  further that such purchase shall be
subject to the limitations set forth in Section 3(b) and 12 hereof.  Exercise of
the option  shall occur as provided  in Section 8,  unless the  participant  has
withdrawn  pursuant  to  Section  10,  and  shall  expire on the last day of the
Offering  Period.  Fair market  value of a share of the  Company's  Common Stock
shall be determined as provided in Section 7(b) herein.

                  (b) The  option  price per share of the  shares  offered  in a
given Offering Period shall be the lower of: (i) 85% of the fair market value of
a share of the Common Stock of the Company on the  Enrollment  Date; or (ii) 85%
of the fair  market  value of a share of the Common  Stock of the Company on the
Exercise  Date.  The fair market value of the Company's  Common Stock on a given


                                       50

<PAGE>


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 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.

         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
full shares  subject to option shall be purchased  for such  participant  at the
applicable  option price with the accumulated  payroll  deductions in his or her
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.  Unless a  participant  makes an  election  to delay  the
issuance  of  Certificate   representing   purchased   shares,  as  promptly  as
practicable  after each Exercise Date on which a purchase of shares occurs,  the
Company shall arrange the delivery to each  participant,  as  appropriate,  of a
certificate  representing  the  shares  purchased  upon  exercise  of his or her
option.  A  participant  may make an  election  to delay the  issuance  of stock
certificates  representing  shares  purchased  under the Plan by giving  written
notice to the  Company  the form of  Exhibit D to this Plan.  Any such  election
shall  remain in effect until it is revoked by the  participant  or, if earlier,
upon the termination of the participant's  Continuous Status as an Employee. The
Company may limit the time or times  during which  participants  may revoke such
elections,  except that a participant shall automatically  receive a certificate
as soon as practicable  following termination of his or her Continuous Status as
an Employee and that participants  shall be given the opportunity to revoke such
elections at least once each calendar year.

         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 in the form of Exhibit B to this Plan. 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, 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.

                  (c) In the event an  Employee  fails to  remain in  Continuous
Status as an Employee  of the  Company  for at least  twenty (20) hours per week
during an Offering Period in which the Employee is a participant, he or she will
be deemed to have elected to withdraw  from the Plan and the payroll  deductions
credited to his or her account  will be  returned to such  participant  and such
participant's option terminated.

                                       51

<PAGE>


                  (d) 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.

         11. Interest.  No interest shall accrue on the payroll  deductions of a
participant in the Plan.

         12. Stock.

                  (a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 2,950,000 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,  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.

                  (b) The  participant  will have no interest or voting right in
shares covered by his 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 of the
Company  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)  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.

                  (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 or  administrator  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

                                       52

<PAGE>

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,  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 Purchase  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 Section 10 hereof.

         19. Amendment or Termination. The Board of Directors of the Company may
at any time and for any reason  terminate or amend the Plan.  Except as provided
in paragraph 18, no such  termination  can affect  options  previously  granted,
provided that an Offering  Period may be terminated by the Board of Directors 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.  Except as provided in
paragraph 18, no amendment may make any change in any option theretofore granted
which  adversely  affects the rights of any  participant.  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.

                                       53

<PAGE>

         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.

         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 Exchange Act, 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. Term of Plan.  The Plan shall become  effective upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders  of the Company as described in paragraph 21. It shall  continue in
effect for a term of twenty (20) years unless sooner  terminated under paragraph
19.

                                       54

<PAGE>


                                    EXHIBIT A

                               TRIMBLE NAVIGATION

                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT



_____ Original Application                         Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       _________________________hereby  elects to  participate  in the Trimble
         Navigation  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.

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  Employee
         Stock Purchase Plan." I understand that my  participation  in the Stock
         Purchase  Plan is in all  respects  subject to the terms of the 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.

5.       Shares purchased for me under the Stock Purchase Plan should be issued
         in the name(s) of:________________________________________
       
6.       I  understand that if I dispose of any shares received by me  pursuant
         to the Plan  within 2 years  after the Enrollment Date (the first day
         of the Offering Period during which I purchased such shares), I will be
         treated for 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 2-year  holding
         period,  I understand  that I will be treated for 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 
         

                                       55

<PAGE>


         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:



                         --------------------------------------------------
NAME:  (Please print)    (First)         (Middle)               (Last)


--------------------------------             ------------------------------ 
Relationship

                                             ------------------------------
                                              (Address)

                         --------------------------------------------------
NAME:  (Please print)    (First)         (Middle)               (Last)


-------------------------------              -----------------------------
Relationship

                                             ----------------------------
                                              (Address)

Employee's Social
Security Number:                             ----------------------------


Employee's Address:                          ----------------------------
                                             
                                             ----------------------------

                                             ----------------------------


I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated: _____________________                    _____________________________
                                                Signature of Employee

                                       56

<PAGE>

                                    EXHIBIT B

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



         The  undersigned  participant  in the  Offering  Period of the  Trimble
Navigation Employee Stock Purchase Plan which began on ____________, 19____ (the
"Enrollment  Date") hereby notifies the Company that he or she hereby  withdraws
from the  Offering  Period.  He or she hereby  directs the Company to pay to the
undersigned as promptly as possible all the payroll  deductions  credited to his
or her account with respect to such Offering Period. The undersigned understands
and agrees that his or her option for such Offering Period will be automatically
terminated.   The  undersigned  understands  further  that  no  further  payroll
deductions  will be made for the  purchase  of  shares in the  current  Offering
Period and the  undersigned  shall be  eligible  to  participate  in  succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.

                                        Name and Address of Participant

                                        -------------------------------

                                        -------------------------------

                                        -------------------------------
                                        
                                        Signature

                                        -------------------------------



                                        Date:__________________________


                                       57

<PAGE>


                                    EXHIBIT C

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                       NOTICE TO RESUME PAYROLL DEDUCTIONS



         The  undersigned  participant  in the  Offering  Period of the  Trimble
Navigation  Employee  Stock Purchase Plan which began on  ______________,  19___
hereby notifies the Company to resume payroll  deductions for his or her account
at the  beginning of the next Exercise  Period  within such  Offering  Period in
accordance  with  the  terms  of  the  Subscription  Agreement  executed  by the
undersigned at the beginning of the Offering Period. The undersigned understands
that he or she may change the payroll deduction rate or the beneficiaries  named
in such Subscription Agreement by submitting a revised Subscription Agreement.


                                        Name and Address of Participant

                                        -------------------------------

                                        -------------------------------

                                        -------------------------------
                                        
                                        Signature

                                        -------------------------------



                                        Date:__________________________

                                                              



                                       58

<PAGE>



                                    EXHIBIT D

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                         ELECTION/REVOCATION OF ELECTION
                          DELAY ISSUANCE OF CERTIFICATE


         The  undersigned  participant in the 1988 Trimble  Navigation  Employee
Stock Purchase Plan (the "Stock Purchase Plan"),  hereby elects to allow Trimble
Navigation  (the  "Company")  or its agent to delay  issuance  of a  certificate
representing  shares  purchased under the Plan in accordance with the provisions
of the Stock  Purchase  Plan.  This election  shall continue in effect until the
termination  of the  undersigned's  Continuous  Status as an  Employee  or until
revoked  pursuant to such Stock Purchase Plan. This election shall not otherwise
affect the participant's rights as a shareholder of the Company.

                                      -OR-

         ____________________  hereby revokes his or her prior election to allow
the  Company to delay  issuance  of a  certificate  pursuant to the terms of the
Stock  Purchase  Plan.  The Company shall deliver to  participant as promptly as
practicable a certificate representing all shares purchased thereby.


                                                             
                                        Name and Address of Participant

                                        -------------------------------

                                        -------------------------------

                                        -------------------------------
                                        
                                        Signature

                                        -------------------------------



                                        Date:__________________________


                                       59

<PAGE>


                                   APPENDIX E

                           TRIMBLE NAVIGATION LIMITED

                         1990 DIRECTOR STOCK OPTION PLAN
                        (amended as of  November 1, 1996)

     1. Purposes of the Plan.  The purposes of this  Director  Stock Option Plan
are to attract and retain the best available  personnel for service as Directors
of the Company, to provide additional  incentive to the Outside Directors of the
Company to serve as Directors,  and to encourage their continued  service on the
Board.

        All options granted hereunder shall be "non-statutory stock options".

     2. Definitions. As used herein, the following definitions shall apply:
      
     (a) "Board" shall mean the Board of Directors of the Company.
      
     (b) "Common Stock" shall mean the Common Stock of the Company.
          
     (c)  "Company"  shall  mean  TRIMBLE   NAVIGATION   LIMITED,  a  California
corporation.

     (d)  "Continuous  Status  as a  Director"  shall  mean the  absence  of any
interruption or termination of status as a Director.

     (e) "Director" shall mean a member of the Board.
         
     (f)  "Employee"  shall mean any person,  including  officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a director's  fee by the Company  shall not be sufficient in and of itself to
constitute "employment" by the Company.

     (g)  "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     (h) "Option" shall mean a stock option granted pursuant to the Plan.

     (i) "Optioned Stock" shall mean the Common Stock subject to an Option.

     (j) "Optionee" shall mean an Outside Director who receives an Option.

     (k) "Outside Director" shall mean a Director who is not an Employee.

     (l) "Parent"  shall mean a "parent  corporation",  whether now or hereafter
existing,  as defined in Section 425(e) of the Internal Revenue Code of 1986, as
amended.

     (m) "Plan" shall mean this 1990 Director Stock Option Plan.


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     (n)  "Share"  shall  mean a share  of the  Common  Stock,  as  adjusted  in
accordance with Section 11 of the Plan.

     (o)  "Subsidiary"  shall mean a  "subsidiary  corporation",  whether now or
hereafter existing, as defined in Section 425(f) of the Internal Revenue Code of
1986, as amended.

     3. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of Shares which may be optioned and sold
under the Plan is 380,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.

     4. Administration of and Grants of Options under the Plan.
        
     (a)  Administrator.  Except as otherwise required herein, the Plan shall be
administered by the Board.
         
     (b)  Procedure  for  Grants.  All  grants  of  Options  hereunder  shall be
automatic and  non-discretionary  and shall be made strictly in accordance  with
the following provisions:

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

        (ii) Each  Outside  Director  shall be  automatically  granted an Option
to purchase  15,000 Shares (the "First  Option") upon the later to occur of (A) 
the effective date of this Plan, as determined in accordance  with Section 6 
hereof, or (B) the date on which such person first becomes a Director,  whether 
through election  by the  shareholders  of the  Company or  appointment  by the 
Board of Directors to fill a vacancy.

     (iii) After a First Option has been granted to any Outside  Director,  each
Outside Director shall thereafter be automatically granted an Option to purchase
5,000  Shares  (a  "Subsequent  Option")  on the day of each  subsequent  annual
shareholders  meeting  at  which  such  Outside  Director  is  reelected  to  an
additional term; provided,  however,  that no Subsequent Option shall be granted
for the first annual shareholders  meeting following the grant of a First Option
to any director.

     (iv)  Notwithstanding  the provisions of subsections (ii) and (iii) hereof,
in the  event  that a  grant  would  cause  the  number  of  Shares  subject  to
outstanding Options plus the number of Shares previously purchased upon exercise
of Options to exceed the Pool,  then each such automatic grant shall be for that
number of Shares  determined  by dividing the total  number of Shares  remaining
available for grant by the number of Outside  Directors on the  automatic  grant
date.  Any further  grants  shall then be deferred  until such time,  if any, as
additional  Shares become  available for grant under the Plan through  action to


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increase  the  number of Shares  which may be issued  under the Plan or  through
cancellation  or expiration of Options  previously  granted  hereunder.  

     (v) The terms of an Option granted  hereunder  shall be consistent with the
requirements set forth elsewhere in this plan and shall additionally include the
following:

        (A) the Option shall be exercisable only while the Outside Director 
remains a Director  of the  Company,  except as set forth in  Section 9 hereof.

        (B) the Option shall become  exercisable in  installments  cumulatively 
with respect to 1/36 of the Shares for each complete  calendar  month after the 
date of grant of such Option provided,  however, that in no event shall any 
Option be exercisable prior to obtaining  shareholder  approval of the Plan in 
accordance with Section 17 hereof.

     (c) Powers of the Board.  Subject to the provisions and restrictions of the
Plan, the Board shall have the authority,  in its discretion:  (i) to determine,
upon review of relevant  information  and in accordance with Section 8(b) of the
Plan, the fair market value of the Common Stock;  (ii) to determine the exercise
price  per  share of  Options  to be  granted,  which  exercise  price  shall be
determined in accordance  with Section 8(a) of the Plan;  (iii) to interpret the
Plan; (iv) to prescribe, amend and rescind rules and regulations relating to the
Plan;  (v) to  authorize  any  person to execute  on behalf of the  Company  any
instrument  required to  effectuate  the grant of an Option  previously  granted
hereunder;  and  (vi) to make  all  other  determinations  deemed  necessary  or
advisable for the administration of the Plan.

     (d)  Effect  of  Board's  Decision.   All  decisions,   determinations  and
interpretations of the Board shall be final and binding on all Optionees and any
other  holders  of any  Options  granted  under  the  Plan.  


     (e) Suspension or  Termination of Option.  If the President or his designee
reasonably  believes  that an Optionee has committed an act of  misconduct,  the
President  may suspend the  Optionee's  right to exercise  any option  pending a
determination by the Board of Directors  (excluding the Outside Director accused
of such misconduct).  If the Board of Directors  (excluding the Outside Director
accused of such  misconduct)  determines  an Optionee  has  committed  an act of
embezzlement,  fraud,  dishonesty,  nonpayment  of an  obligation  owed  to  the
Company,  breach of fiduciary duty or deliberate  disregard of the Company rules
resulting in loss,  damage or injury to the Company,  or if an Optionee makes an
unauthorized disclosure of any Company trade secret or confidential information,
engages in any  conduct  constituting  unfair  competition,  induces any Company
customer to breach a contract with the Company or induces any principal for whom
the Company acts as agent to  terminate  such agency  relationship,  neither the
Optionee nor his estate shall be entitled to exercise any option whatsoever.  In
making  such  determination,  the  Board of  Directors  (excluding  the  Outside
Director  accused  of such  misconduct)  shall act  fairly  and  shall  give the
Optionee an opportunity to appear and present evidence on Optionee's behalf at a
hearing before a committee of the Board.

     5.  Eligibility.  Options  may be granted  only to Outside  Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4(b) hereof.  An Outside Director who has been granted an Option may, if


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he is  otherwise  eligible,  be  granted  an  additional  Option or  Options  in
accordance with such provisions.

     The Plan  shall not confer  upon any  Optionee  any right  with  respect to
continuation of service as a Director or nomination to serve as a Director,  nor
shall it  interfere in any way with any rights which the Director or the Company
may have to terminate his directorship at any time.

     6. Term of Plan. The Plan shall become  effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in Section 17 of the Plan. It shall  continue in effect
for a term of ten (10) years unless  sooner  terminated  under Section 13 of the
Plan.

     7. Term of Option. The term of each Option shall be ten (10) years from the
date of grant  thereof.   

8.  Exercise  Price and  Consideration.

     (a)  Exercise  Price.  The per Share  exercise  price for the  Shares to be
issued  pursuant to exercise of an Option shall be 100% of the fair market value
per Share on the date of grant of the Option.  

     (b) Fair Market  Value.  The fair market value 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 mean of the
bid and asked prices of the Common Stock in the  over-the-counter  market on the
date of grant,  as reported in The Wall Street  Journal (or, if not so reported,
as  otherwise  reported  by  the  National  Association  of  Securities  Dealers
Automated  Quotation  ("NASDAQ")  System)  or, in the event the Common  Stock is
traded on the NASDAQ National  Market System or listed on a stock exchange,  the
fair  market  value  per  Share  shall be the  closing  price on such  system or
exchange  on the date of grant of the  Option,  as  reported  in The Wall Street
Journal. 

     (c) Form of  Consideration.  The consideration to be paid for the Shares to
be issued upon  exercise of an Option  shall  consist  entirely of cash,  check,
other Shares of Common Stock of the Company  which (i) either have been owned by
the Optionee for more than six (6) months on the date of surrender,  or were not
acquired  directly or indirectly  from the Company,  and (ii) 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,  or any  combination  of such
methods of payment.

     9.  Exercise of Option.   

     (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be  exercisable  at such times as are set forth in Section 4(b)
hereof;   provided,   however,  that  no  Options  shall  be  exercisable  until
shareholder  approval of the Plan in accordance  with Section 17 hereof has been
obtained.

     An Option may not be exercised for a fraction of a Share.


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     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company.  Full  payment may consist of any  consideration  and method of payment
allowable  under  Section 8(c) of the Plan.  Until the issuance (as evidenced by
the  appropriate  entry on the  books  of the  Company  or of a duly  authorized
transfer agent of the Company) of the stock certificate  evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned  Stock,  notwithstanding  the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued
to the  Optionee  as  soon as  practicable  after  exercise  of the  Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.  

     (b) Termination of Status as a Director. In the event of the termination of
the Outside Director's  Continuous Status as a Director, he may, but only within
thirty (30) days after the date of such termination,  exercise his Option to the
extent that he was entitled to exercise it at the date of such  termination.  To
the extent  that he was not  entitled  to exercise an Option at the date of such
termination,  or if he does not exercise  such Option  (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.

     (c) Disability of Optionee.  Notwithstanding the provisions of Section 9(b)
above,  in the event of  termination  of an  Optionee's  Continuous  Status as a
Director  as a result of his total  and  permanent  disability  (as  defined  in
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended),  he may, but
only within six (6) months (or such other  period of time not  exceeding  twelve
(12) months as is  determined  by the Board)  from the date of such  termination
(but in no event later than the date of expiration of the term of such Option as
set forth in the  Option  Agreement),  exercise  his Option to the extent he was
entitled to exercise it at the date of such  termination.  To the extent that he
was not  entitled to exercise  the Option at the date of  termination,  or if he
does not exercise  such Option  (which he was  entitled to exercise)  within the
time specified herein, the Option shall terminate. 

     (d) Death of Optionee. In the event of the death of an Optionee:

        (i)  during  the  term of the  Option  who is at the  time  of his  
death a Director  of the  Company  and who  shall  have been in  Continuous  
Status as a Director since the date of grant of the Option, the Option may be 
exercised,  at any  time  within  twelve  (12)  months  following  the  date of 
death,  by the Optionee's  estate or by a person who  acquired the right to 
exercise the Option by bequest or inheritance,  but only to the extent of the 
right to exercise that had  accrued  at the date of death.  

        (ii)  within  thirty  (30)  days  after the termination of Continuous 
Status as a Director, the Option may be exercised,  at any  time  within  twelve

(12)  months  following  the  date of  death,  by the Optionee's  estate or by a
person who  acquired the right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that had  accrued at the date of
termination.  

     10.  Non-Transferability  of Options.  Unless otherwise provided for by the
Board, options may not be sold, pledged, assigned, hypothecated,  transferred or
disposed  of in any  manner  other  than by will or by the laws of  descent  and
distribution or pursuant to a qualified  domestic  relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.  The designation of a beneficiary by an Optionee does not constitute
a transfer.  An Option may be  exercised,  during the lifetime of the  Optionee,
only by the Optionee or a transferee  permitted by this Section 10. If the Board
makes an option  transferable,  such option shall contain such additional  terms
and conditions as the Board deems  appropriate.  

     11.  Adjustments Upon Changes in Capitalization  or Merger.  Subject to any
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  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 issued shares of Common Stock effected without payment
or 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 issuance 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
Board  shall  notify  the  Optionee  at least  fifteen  (15) days  prior to such
proposed action. To the extent it has not been previously exercised,  the Option
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger of the Company with or into another  corporation  in which
the stock of the Company is exchanged for stock of another  company,  the Option
shall be assumed or an equivalent  option shall be substituted by such successor
corporation  or a parent or subsidiary  of such  successor  corporation.  In the
event that options are not assumed or  substituted  for in the event of a merger
as described in this Section, then the Optionee shall have the right to exercise
the Option as to all of the  Optioned  Stock,  including  Shares as to which the
Option  would  not  otherwise  be  exercisable.  If  the  Option  becomes  fully
exercisable  in the event of a merger,  the Board shall notify the Optionee that
the Option shall be fully exercisable for a period of fifteen (15) days from the
date of such notice,  and the Option will  terminate upon the expiration of such
period.

     12. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date determined in accordance with Section 4(b) hereof. Notice


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of the  determination  shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

     13. Amendment and Termination of the Plan.

     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend or  discontinue  the Plan, but no amendment,  alteration,  suspension or
discontinuation  shall be made which  would  impair  the rights of any  Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the  extent  necessary  and  desirable  to  comply  with any  applicable  law or
regulation,  including  the  requirements  of the NASD or an  established  stock
exchange, the Company shall obtain shareholder approval of any Plan amendment in
such a manner and to such a degree as required.

     (b) Effect of Amendment or  Termination.  Any such amendment or termination
of the Plan shall not affect  Options  already  granted and such  Options  shall
remain  in full  force  and  effect  as if this  Plan  had not been  amended  or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which  agreement  must be in writing and signed by the Optionee and the Company.

     14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended,  the Exchange Act, the rules and  regulations  promulgated  thereunder,
state securities laws, 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 relevant provisions of law.

     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.  

     15. 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.

     16.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements  in such  form  as the  Board  shall  approve. 


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     17. Shareholder Approval.


     (a)   Continuance  of  the  Plan  shall  be  subject  to  approval  by  the
shareholders  of  the  Company  at or  prior  to the  first  annual  meeting  of
shareholders  held  subsequent to the granting of an Option  hereunder.  If such
shareholder approval is obtained at a duly held shareholders' meeting, it may be
obtained by the affirmative vote of the holders of a majority of the outstanding
shares of the Company  present or represented  and entitled to vote thereon.  If
such shareholder  approval is obtained by written consent, it may be obtained by
the written  consent of the holders of a majority of the  outstanding  shares of
the Company.  

     (b) Any  required  approval of the  shareholders  of the  Company  shall be
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations promulgated thereunder.  

     18.  Information to Optionees.  The Company shall provide to each Optionee,
during the period for which such  Optionee has one or more Options  outstanding,
copies  of all  annual  reports  to  shareholders,  proxy  statements  and other
information provided to all shareholders of the Company.


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                           TRIMBLE NAVIGATION LIMITED

                                OUTSIDE DIRECTOR

                       NONSTATUTORY STOCK OPTION AGREEMENT
                          (as amended January 20, 1994)

     Trimble Navigation Limited, a California  corporation (the "Company"),  has
granted  to  ____________________________   (the  "Optionee"),  an  option  (the
"Option")  to  purchase  a total of  __________  shares  of  Common  Stock  (the
"Shares"),  at the price  determined  as provided  herein,  and in all  respects
subject to the terms,  definitions  and  provisions of the 1990  Director  Stock
Option Plan (the "Plan") adopted by the Company, which is incorporated herein by
reference. Unless other wise defined herein, the terms defined in the Plan shall
have the same defined meanings herein.

     1.  Nature of the  Option.  This  Option is intended by the Company and the
Optionee to be a Nonstatutory Stock Option, and does not qualify for any special
tax benefits to the Optionee. This Option is not an Incentive Stock Option.


     2. Exercise  Price.  The exercise  price is  $__________  for each share of
Common Stock.

     3. Exercise of Option.  This Option shall be exercisable during its term in
accordance with the provisions of Section 9 of the Plan as follows:


        (i) Right to Exercise.

           (a) Subject to subsections  3(i)(b),  (c) and (d) below,  this Option
shall vest and become exercisable cumulatively, to the extent of 1/36 of the 
Shares subject to the Option for each  complete  calendar  month after the date 
of grant of the Option.

           (b) This Option may not be exercised for a fraction of a share.


           (c) In the event of Optionee's  death,  disability or other  
termination of Continuous Status as a Director, the exercisability of the Option
is governed by Section 9 of the Plan.

           (d) In no event may this Option be exercised  after the date of  
expiration of the term of this Option as set forth in Section 8 below.

     (ii) Method of Exercise. This Option shall be exercisable by written notice
which shall state the  election to exercise  the Option and the number of Shares
in respect of which the Option is being exercised.  Such written notice shall be
signed by the Optionee and shall be delivered in person or by certified  mail to
the Secretary of the Company. The written notice shall be accompanied by payment
of the exercise price. This Option shall be deemed exercised upon receipt by the
Company of such written notice accompanied by the exercise price.


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     No Shares will be issued  pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant  provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred  to the Optionee on the date on which the Option is  exercised  with
respect to such Shares.

     4. Optionee's Representations. In the event the Shares purchasable pursuant
to the exercise of this Option have not been registered under the Securities Act
of 1933,  as amended,  at the time this  Option is  exercised,  Optionee  shall,
concurrently with the exercise of all or any portion of this Option,  deliver to
the Company an Investment  Representation  Statement in a form acceptable to the
Company.

     5. Method of Payment.  Payment of the exercise  price shall be made, at the
election of the Board,  by cash,  check,  or surrender of other shares of Common
Stock of the Company  which (A) either have been owned by the  Optionee for more
than six (6) months on the date of surrender or were not  acquired,  directly or
indirectly,  from the Company  and (B) have a fair  market  value on the date of
surrender  equal to the  exercise  price of the Shares as to which the Option is
being exercised.

     6.  Restrictions  on Exercise.  This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, or if the
issuance  of such  Shares  upon  such  exercise  or the  method  of  payment  of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part  207 of Title 12 of the Code of  Federal  Regulations  ("Regulation  G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option, the Company may require Optionee to make any representation and warranty
to the Company as may be required by any applicable law or regulation.

     7. Non-Transferability of Option. This Option may not be transferred in any
manner  other  wise than by will or by the laws of descent  or  distribution  or
pursuant to a qualified domestic relations order and may be exercised during the
lifetime of Optionee only by him. The terms of this Option shall be binding upon
the executors, administrators, heirs, successors and assigns of the Optionee.

     8. Term of  Option.  This  Option may not be  exercised  more than ten (10)
years from the date of grant of this Option,  and may be  exercised  during such
term only in accordance with the Plan and the terms of this Option.  


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     9.  Taxation  Upon  Exercise of Option.  Optionee  understands  that,  upon
exercise of this Option,  he will recognize income for tax purposes in an amount
equal to the  excess  of the then  fair  market  value  of the  shares  over the
exercise  price.  Upon a resale of such shares by the Optionee,  any  difference
between  the sale price and the fair  market  value of the shares on the date of
exercise of the Option will be treated as capital gain or loss.



DATE OF GRANT:                          TRIMBLE NAVIGATION LIMITED,
               ----------
                                        a California corporation

                                        By:_______________________

                                        Title:____________________

     OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE
COMPANY'S  1990  DIRECTOR  STOCK  OPTION  PLAN WHICH IS  INCORPORATED  HEREIN BY
REFERENCE,  SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
STATUS AS A DIRECTOR OF THE COMPANY,  NOR SHALL IT INTERFERE IN ANY WAY WITH HIS
RIGHT OR THE COMPANY'S  RIGHT UNDER  APPLICABLE LAW TO TERMINATE HIS STATUS AS A
DIRECTOR.

     Optionee acknowledges receipt of a copy of the Plan and certain information
related thereto and represents that he is familiar with the terms and provisions
thereof,  and  hereby  accepts  this  Option  subject  to all of the  terms  and
provisions  thereof.  Optionee  has  reviewed  the Plan and this Option in their
entirety,  has had an  opportunity  to obtain  the  advice of  counsel  prior to
executing  this  Option and fully  understands  all  provisions  of the  Option.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations  of the Board  upon any  questions  arising  under the Plan.
Optionee  further  agrees to notify the Company upon any change in the residence
address indicated below.



Dated:___________                ____________________________________
                                 Optionee

                                 Residence Address:
                                
                                 
                                 ___________________________________
                                 ___________________________________




                                       69

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