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 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 to ' 240.14a-11(c) or ' 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
TRIMBLE NAVIGATION LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Trimble
Navigation Limited (the "Company") will be held at the Company's facility at 749
North Mary Avenue, Sunnyvale, California 94088, on Thursday, May 15, 1997, at
4:00 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 600,000 shares in the number of shares of
Common Stock reserved for issuance under the Company's 1993 Stock
Option Plan.
3. To ratify the appointment of Ernst & Young LLP as the independent
auditors of the Company for the fiscal year ending December 31, 1997.
4. 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 16, 1997,
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 as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person even if such shareholder returned a Proxy.
For the Board of Directors
TRIMBLE NAVIGATION LIMITED
ROBERT A. TRIMBLE
Secretary
Sunnyvale, California
April 2, 1997
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING.
TRIMBLE NAVIGATION LIMITED
---------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
May 15, 1997
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 on
May 15, 1997, at 4:00 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 2, 1997,
to all shareholders entitled to vote at the Annual Meeting. A copy of the
Company's 1996 Annual Report on Form 10-K accompanies this Proxy Statement.
INFORMATION CONCERNING SOLICITATION AND VOTING
Record Date and Shares Outstanding
Shareholders of record at the close of business on March 16, 1997 (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 22,303,914 shares of
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 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.
1
Solicitation of Proxies
The cost of this solicitation will be borne by the Company. The Company has
retained the services of Skinner & Co. to solicit proxies, for which services
the Company has agreed to pay $3,500 and will reimburse certain out-of-pocket
expenses. 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 1998 Annual Meeting
Proposals of shareholders of the Company intended to be presented by such
shareholders at the Company's 1998 Annual Meeting must be received by the
Company no later than December 3, 1997 in order that they may be included in the
proxy statement and form of proxy related to that meeting.
PROPOSAL I--ELECTION OF DIRECTORS
Nominees
A board of five directors is to be elected at the Annual Meeting. Zvonko
Fazarinc, who was a member of the Company's Board of Directors last year, has
announced his intended retirement and will not stand for re-election at the
Annual Meeting this year. Effective as of the Annual Meeting, the Board of
Directors will be reduced from six members to five members. 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:
Name of Nominee Age Principal Occupation Director
Since
- ---------------------------------------------------------------------------------------------
Charles R. Trimble 55 President and Chief Executive Officer of the 1981
Company
John B. Goodrich 55 Member of the law firm of Wilson Sonsini 1981
Goodrich & Rosati, P.C., legal counsel to
the Company
William Hart 56 General Partner, Technology Partners 1984
Bradford W. Parkinson 62 Professor, Stanford University 1984
Robert S. Cooper 65 President, Chief Executive Officer and Chairman 1989
of the Board of Directors of Atlantic
Aerospace Electronic Corporation
Charles R. Trimble has served as President, Chief Executive Officer, and a
director of the Company since November 1978 and was one of the Company's
founders. Prior to founding the Company, he was Manager of Integrated Circuit
Research and Development at the Santa Clara division of Hewlett-Packard Company,
an instrumentation and computer manufacturer. Mr. Trimble received a B.S. degree
in Engineering (Physics) in 1963 and an M.S. degree in Electrical Engineering in
1964 from the California Institute of Technology.
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, 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 an L.L.M. degree in Taxation from New York University in
1970.
2
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 is also currently a
director of CellNet Data Systems, Inc., The Qualix Group, Inc. and Silicon
Gaming, Inc. Mr. Hart received a Bachelor of Management Engineering degree from
Rensselaer Polytechnic Institute in 1965 and an M.B.A. degree from the Amos Tuck
School of Business Administration at Dartmouth College in 1967.
Bradford W. Parkinson has served as a director of the Company since 1984,
and as a consultant to the Company since 1982. Dr. Parkinson has been a
Professor of Aeronautics and Astronautics at Stanford University since 1984 and
Program Manager for several Federal Aviation Administration sponsored research
projects on the use of Global Positioning Systems for navigation. Dr. Parkinson
was the original Program Manager for the Global Positioning System at the
Department of Defense, where he directed development from 1972 to 1978. Dr.
Parkinson received a B.S. degree in General Engineering from the U.S. Naval
Academy in 1957, an M.S. degree in Aeronautics/Astronautics Engineering from the
Massachusetts Institute of Technology in 1961, and a Ph.D. degree in
Astronautics Engineering from Stanford University in 1966.
Robert S. 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. 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, an 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.
Vote Required
The five 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 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 five nominees named below, all of whom were elected by the
shareholders at the last annual meeting and are presently directors of the
Company. 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 below 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 elected and qualified.
Recommendation of the Board of Directors
The Board of Directors recommends that shareholders vote FOR re-election of
the above-named directors to the Board of Directors of the Company.
3
Board Meetings and Committees
The Board of Directors held eleven meetings during the fiscal year ended
December 31, 1996. No director attended fewer than 75% of the aggregate of all
meetings of the Board of Directors and the committees, if any, upon which such
director served.
The Board of Directors has a standing Audit Committee. The members of the
Audit Committee are directors Hart and Parkinson. The Audit Committee held one
meeting during fiscal 1996. 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 corporation, 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 members
of the Compensation Committee are directors Cooper and Fazarinc. The
Compensation Committee held one meeting during fiscal 1996. 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 executive officers of the Company.
The Board of Directors has no standing nominating committee or any
committee performing the functions of such committee.
Compensation Committee Interlocks and Insider Participation
Robert S. Cooper and Zvonko Fazarinc served as members of the Compensation
Committee during the fiscal year ended December 31, 1996. No past or present
members of the Compensation Committee are or have been employees or officers of
the Company.
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.
The Committee believes that the compensation of the Chief Executive Officer
should be primarily influenced by the overall financial performance of the
Company. The compensation of the Chief Executive Officer is 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 consideration of the particular factors influencing the Company's
performance. 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 stock option grants. Within the established range, the Committee
sets the Chief Executive Officer's base salary according to the Company's
historical performance compared to peer companies and the challenges and
opportunities accredited to the Company. Based on these considerations, the
Committee raised the Chief Executive Officer's base salary to $330,000 from
$300,000. In addition, the Committee determined to continue the Company's
practice of paying the Chief Executive Officer an additional $12,000 per year as
supplemental compensation. Based primarily on the Company's relative
performance, the Committee determined that there would be no annual cash bonus
4
paid to the Company's senior executive officers, including the Chief Executive
Officer, for fiscal year 1996. Based on the Committee's evaluation of the
Chief Executive Officer's ability to influence the long-term growth and
profitability of the Company, the Committee decided that the Chief Executive
Officer should receive an option grant to purchase 20,000 shares of the
Company's Common Stock with an exercise price of the current fair market value
and vesting over the next five years.
The Committee also adopted similar policies with respect to the
compensation of other senior executive officers of the Company. A portion of the
compensation package is 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 establishes base salaries
that are within a range of salaries of similarly situated executive officers at
comparable companies. The Committee also considers factors such as relative
Company performance, the performance of the business unit for which the senior
executive is responsible and the individual's past performance and future
potential in determining the base salaries of senior executive officers. The
size of option grants to senior executive officers is determined by the
Committee's evaluation of the executive's ability to influence the Company's
long-term growth and profitability. Generally, options are granted at the
current market price. Since the value of an option bears a direct relationship
to the Company's stock price, it is an effective 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.
Robert S. Cooper, Member Zvonko Fazarinc, Member
Compensation Committee Compensation Committee
Compensation of Directors
Cash Compensation. The Company currently does not pay any cash compensation
to directors for serving on the Board of Directors or committees of the Board of
Directors. The Company does reimburse all non-employee directors for travel and
other necessary business expenses incurred in the performance of their services
as directors.
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. A total of 380,000
shares of the Company's Common Stock is currently reserved for issuance upon the
exercise of options issuable pursuant to the Director Plan ("Director Options").
The Director Plan provides for the annual granting of nonstatutory stock options
to non-employee directors of the Company ("Outside Directors"). All such options
vest over five years and have an exercise price equal to the fair market value
of the Company's Common Stock on the date of grant. In addition, all such grants
are automatic and are not subject to the discretion of any person upon
re-election of each such director. During the fiscal year ended December 31,
1996, Directors Cooper, Fazarinc, Goodrich, Hart and Parkinson were each granted
Director Options to purchase 5,000 shares at an exercise price of $23.00 per
share.
Other Arrangements. Dr. Parkinson has served as a consultant to the Company
since 1982. He is currently paid $4,750 per month for such services.
5
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 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, (iii) the Chief Executive
Officer of the Company and other 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:
Shares
Beneficially Owned
---------------------------
Directors, Executive Officers and 5% Shareholders(1) Number (2) Percent
- ----------------------------------------------------- ---------------------------
Charles R. Trimble(3)............................................... 1,608,063 7.21
Robert S. Cooper(4)................................................. 68,000 *
Zvonko Fazarinc(5).................................................. 53,664 *
John B. Goodrich(6)................................................. 26,821 *
William Hart(7)..................................................... 72,642 *
Bradford W. Parkinson(8)............................................ 44,984 *
James L. Sorden(9).................................................. 260,445 1.17
David E. Vaughn(10)................................................. 32,806 *
Bruce E. Alspach(11)................................................ 0 0
Charles R. Joseph(12)............................................... 0 0
David M. Hall(13)................................................... 11,654 *
All Directors and Executive Officers as a group
(14 persons)(3)-(13)........................................... 2,470,710 10.94
- ---------------------------------------------------------------------
* Less than 1%
(1) Except as otherwise noted, 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 common
stock shown as beneficially owned by them.
(3) Includes 1,582,341 shares held in a family limited partnership and 5,722 shares held
pursuant to the Company's 401(k) Plan.
(4) Includes 35,000 shares subject to stock options exercisable within 60 days of the Record
Date.
(5) Includes 35,000 shares subject to stock options exercisable within 60 days of the Record
Date. Mr. Fazarinc will not stand for re-election to the Company's Board of Directors
at the Annual Meeting. See "PROPOSAL I--ELECTION OF DIRECTORS--Nominees".
(6) Includes 8,333 shares subject to stock options exercisable within 60 days of the Record
Date.
(7) Includes 1,106 shares held by venture capital funds of which Mr. Hart is
a general partner or managing partner. Also includes 35,000 shares
subject to stock options exercisable within 60 days of the Record Date.
(8) Includes 3 shares held by Dr. Parkinson's spouse, 2,515 shares held in a
charitable remainder trust and 41,000 shares subject to stock options
exercisable within 60 days of the Record Date.
(9) Includes 41,393 shares subject to stock options exercisable within 60
days of the Record Date and 3,975 shares held pursuant to the Company's
401(k) Plan.
(10) Includes 32,608 shares subject to stock options exercisable within 60 days of the Record
Date.
(11) Mr. Alspach resigned from the Company effective January 1, 1997.
(12) Mr. Joseph resigned from the Company effective November 1, 1996. See
"COMPENSATION OF EXECUTIVE OFFICERS--Summary Compensation Table",
footnote 8.
(13) Includes 10,833 shares subject to stock options exercisable within 60 days of the Record
Date.
(14) Includes 262,030 shares subject to stock options exercisable within 60 days of the
Record Date.
6
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the cash compensation, including bonuses,
for the three years ended December 31, 1996 paid to the Chief Executive Officer
of the Company, the four other most highly compensated executive officers of the
Company at year end and one former executive officer who would have been one of
the four other most highly compensated except for the fact that he was not
serving as an executive officer at December 31, 1996:
Summary Compensation Table
Long-term
Annual Compensation(1) Compensation(2)
----------------------- ---------------
Securities
Underlying All Other
Salary Bonus Options Compensation(3)
Name and Principal Position Year ($) ($) (#) ($)
- ---------------------------- ------ --------- -------- ----------- ---------------
Charles R. Trimble 1996 320,942 0 20,000 16,600(4)
President and Chief Executive
Officer 1995 282,000 8,460 0 900
1994 240,333 63,688 0 800
James L. Sorden 1996 221,583 0 20,000 1,200
Executive Vice President,
Commercial Products 1995 203,333 6,100 0 700
1994 156,625 41,506 20,000 900
David E. Vaughn 1996 206,641 0 20,000 49,590(5)
Executive Vice President,
Business Development 1995 192,500 5,775 0 49,358(6)
1994 155,000 41,075 20,000 44,067(7)
Bruce E. Alspach 1996 173,355 0 0 1,200
Vice President, Aerospace 1995 141,373 4,241 0 1,200
1994 69,000 18,285 60,000 600
Charles R. Joseph(8) 1996 166,660 0 0 9,000
Former Executive Vice
President, Software and
Component Tecnologies 1995 181,667 5,450 0 10,800
1994 151,500 44,440 20,000 10,800
David M. Hall 1996 152,447 0 20,000 7,200
Vice President, Software and
Component Technologies 1995 142,900 4,673 10,000 7,200
1994 115,456 33,980 10,000 6,600
- ----------------------------------
(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 for which
they accrued. All full-time employees of the Company are eligible to
participate in the Company's 401(k) plan. Amounts also include automobile
allowances paid to: Mr. Vaughn of $9,000, $9,000, and $7,250 for 1996, 1995
and 1994, respectively; Mr. Joseph of $9,000, $9,600, and $9,600 for 1996,
1995 and 1994, respectively; and Mr. Hall of $6,000, $6,000, and $5,500 for
1996, 1995 and 1994, respectively.
(4) Includes $15,400 paid by the Company for tax planning services provided to Mr. Trimble.
(5) Includes $39,390 for a loan made to Mr. Vaughn by the Company that was forgiven by the
Company.
(6) Includes $39,158 for a loan made to Mr. Vaughn by the Company that was forgiven by the
Company.
(7) Includes $36,517 for a loan made to Mr. Vaughn by the Company that was forgiven by the
Company.
(8) Mr. Joseph resigned from the Company effective November 1, 1996 and is
included in the Summary Compensation Table solely pursuant to Item
402(a)(3)(iii) of Regulation S-K of the Securities Act of 1933, as amended.
7
The following table sets forth the number and terms of options granted to
the persons named in the Summary Compensation Table during the fiscal year ended
December 31, 1996:
Option Grants in Last Fiscal Year
Individual Grants
- -----------------------------------------------------------------------
Potential Realizable
Number of Value at Assumed
Securities % of Total Annual Rates of Stock
Underlying Options Price Appreciation
Options Granted to Exercise for Option Term (2)
Granted Employees in Price Expiration ----------------------
Name (#) Fiscal Year(1) ($/Share) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------
Charles R. Trimble...... 20,000 1.31 15.375 3/3/2002 89,773 199,674
James L. Sorden......... 20,000 1.31 15.375 3/3/2002 89,773 199,674
David E. Vaughn......... 20,000 1.31 15.375 3/3/2002 89,773 199,674
Bruce E. Alspach........ 0 0 - - - -
Charles R. Joseph(3).... 0 0 - - - -
David M. Hall........... 20,000 1.31 15.375 3/3/2002 89,773 199,674
- ------------------------
(1) The Company granted options to purchase an aggregate of 1,522,131 shares to
employees and non-employee directors during 1996 pursuant to the Company's
1993 Stock Option Plan, the 1992 Management Discount Plan and the Company's
1990 Director Stock Option Plan.
(2) 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 such grants vest over five years and have a five-year
three-month option term which, assuming the specified rates of annual
compounding, results in total appreciation of 29.2% (at 5% per year) and
64.9% (at 10% per year).
(3) Mr. Joseph resigned from the Company effective November 1, 1996. See
"COMPENSATION OF EXECUTIVE OFFICERS--Summary Compensation Table", footnote
8.
The following table provides information on option exercises by the persons
named in the Summary Compensation Table during the fiscal year ended December
31, 1996:
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired Value Fiscal Year-End (#) at Fiscal Year-End ($)(1)
on Exercise Realized --------------------------- --------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ------------- --------- --------------------------- --------------------------
Charles R. Trimble.. 0 0 0 20,000 0 0
James L. Sorden..... 0 0 37,725 44,334 102,632 29,501
David E. Vaughn..... 8,167 57,169 24,807 51,000 60,375 49,249
Bruce E. Alspach.... 0 0 29,000 31,000 50,750 54,250
Charles R. Joseph(2) 58,000 386,751 0 0 0 0
David M. Hall....... 0 0 9,500 30,500 11,666 8,334
- --------------------
(1) Represents the market value of the Common Stock underlying the options at
year end, less the exercise price of "in-the-money" options. The closing
price of the Company's Common Stock on December 31, 1996 as quoted on the
Nasdaq National Market was $11.50.
(2) Mr. Joseph resigned from the Company effective November 1, 1996. See
"COMPENSATION OF EXECUTIVE OFFICERS--Summary Compensation Table", footnote
8.
8
Changes to Compensation Plans
The Company has proposed an amendment to increase the number of shares
reserved for issuance under the 1993 Stock Option Plan. Because all grants under
the 1993 Stock Option are made at the discretion of the Board of Directors,
future grants under the 1993 Stock Option Plan are not yet determinable.
Accordingly, the following table summarizes the number of stock options received
under the 1993 Stock Option Plan during the fiscal year ended December 31, 1996
by (i) the persons named in the Summary Compensation Table, (ii) all current
executive officers as a group, (iii) all current directors who are not executive
officers as a group, and (iv) all employees (excluding executive officers) as a
group.
New Plan Benefits
1993 Stock Option Plan(1)
----------------------------------
Exercise Price Number of
------------------- ---------------
Name and Position ($ per Share) Options Granted
- -------------------------------------------- ------------------- ---------------
Charles R. Trimble 15.375 20,000
President and Chief Executive Officer
James L. Sorden 15.375 20,000
Executive Vice President,
Commercial Products................
David E. Vaughn 15.375 20,000
Executive Vice President,
Business Development...............
Bruce E. Alspach - 0
Vice President, Aerospace..........
Charles R. Joseph(2) - 0
Former Executive Vice President,
Software and Component Technologies
David M. Hall 15.375 20,000
Vice President, Software and
Component Technologies.............
Executive Officer Group................. 15.375 147,000
Non-Executive Director Group............ - 0
Non-Executive Officer Employee Group.... 16.606(3) 1,350,131
- --------------------------------------------
(1) Only employees (including officers and directors) and consultants of the
Company are eligible to participate in the 1993 Stock Option Plan.
(2) Mr. Joseph resigned from the Company effective November 1, 1996. See
"COMPENSATION OF EXECUTIVE OFFICERS--Summary Compensation Table", footnote
8.
(3) Exercise prices for the options granted during the fiscal year ended
December 31, 1996 under the 1993 Stock Option Plan are presented on a
weighted-average basis. Future benefits under the 1993 Stock Option Plan
are not determinable, as grants of options are at the discretion of the
Board of Directors.
Stock Option Exchange Program
In December 1996, the Board of Directors offered all employees, including
officers, holding outstanding options to purchase shares of the Company's Common
Stock which were granted after February 16, 1995 under the Company's 1993 Stock
Option Plan and the 1992 Management Discount Stock Option Plan, the opportunity
to cancel their older, higher priced options in exchange for new options having
an exercise price at the greater of the then current fair market value of the
Company's Common Stock at the time of exchange or such price on December 3, 1996
9
(which was $15.375). Such new options were otherwise identical to the canceled
options except for a restarting of the vesting term to December 3, 1996 and the
new lower exercise price.
The option exchange program adopted by the Board of Directors was an
acknowledgment of the importance to the Company of having equity incentives in
the hands of key employees. Stock options which are "out of the money" provide
no particular compensatory incentive if an employee is considering alternative
opportunities. The Board of Directors considered the renewed vesting period
incurred in the option exchange programs as a means of retaining the services of
valued employees for a longer period of time and considered the continued
services of the participants and the resetting of the vesting commencement date
of such exchanged options as constituting adequate consideration to the Company
for implementing the option exchange program. The Board of Directors decided to
include officers in the exchange because of the importance of their
administrative and technical leadership to the success of the Company's
business. Only two of the Company's executive officers, neither of whom is named
in the Summary Compensation Table, participated in the option exchange program.
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 1996
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
written representations from its officers and directors and certain reporting
persons that no Forms 5 were required for such persons, the Company believes
that, during the fiscal year ended December 31, 1996, all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were
complied with, except that in connection with the initial grant of an option to
purchase shares of the Company's Common Stock to Dennis Ing, the Company's new
Chief Financial Officer, his Form 3 was inadvertently filed late due to
administrative and clerical error.
Certain 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
developing and producing its products for sales to others, IntegriNautics
purchases the Company's products and uses them as component parts. Bradford W.
Parkinson, who is a member of the Company's Board of Directors is also a member
of the board of directors and a significant shareholder of IntegriNautics. As
one of the factors that it considered in approving the Company's 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 1996, the Company invested $200,000 in the Series B
Preferred Stock of ProShot Golf, Inc. ("ProShot"), a privately held California
corporation. In developing and producing its products for sales to others,
ProShot purchases the Company's products and uses them as component parts. Ralph
F. Eschenbach, who served as the Company's Vice President and Chief Technical
Officer during 1996, is also a member of the board of directors and a
shareholder of ProShot. As one of the factors that it considered in approving
the Company's investment in ProShot, the Company's Board of Directors
specifically reviewed the fairness of the transaction to the Company in light of
Mr. Eschenbach's investment and participation in ProShot.
See also "Compensation of Directors".
10
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 High Technology Composite Index:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS*
AMONG TRIMBLE NAVIGATION LTD.,
NASDAQ COMPOSITE TOTAL RETURN INDEX (U.S.)
SOURCE: CRSP, AND THE STANDARD & POOR'S
TECHNOLOGY SECTOR INDEX
[Insert Performance Graph / Table Here]
DATA POINTS FOR PERFORMANCE GRAPH
1991 1992 1993 1994 1995 1996
Trimble Navigation TRMB $100 $51 $53 $99 $111 $69
Limited
NASDAQ Stock Market-US INAS $100 $116 $134 $131 $185 $227
S&P Technology
Sector ITES $100 $104 $128 $149 $215 $305
- ------------------------------
* Assumes an investment of $100 on December 31, 1991 in the Company's Common
Stock, the Nasdaq Composite Total Return Index (U.S.), and the Standard &
Poor's High Technology Composite Index. Total return assumes reinvestment
of dividends for the indexes. The Company has never paid dividends on its
Common Stock and has no present plans to do so.
11
PROPOSAL II--AMENDMENT OF 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 has authorized amendments to the Option
Plan increasing the shares reserved for issuance thereunder to 2,600,000 shares,
all of which increases were approved by the shareholders. At the Record Date,
options to purchase an aggregate of 1,987,706 shares, having an average exercise
price of $14.37 per share and expiring from March 1998 to July 2004, were
outstanding and 290,322 shares remained available for future grant under the
Option Plan.
On March 19, 1997, the Board of Directors approved an amendment to the
Option Plan to increase the number of shares reserved for issuance thereunder by
an additional 600,000 shares to 3,200,000 shares. At the Annual Meeting, the
shareholders are being asked to approve the increase of 600,000 shares in the
number of shares 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, to provide
additional incentives to employees and consultants of the Company and 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 generally. The
interpretation and construction of any provision of the Option Plan by the Board
of Directors or its Committee shall be 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.
Eligibility
The Option Plan provides for grants to employees (including officers) 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.
No employee may be granted, in any fiscal year, options under the plan to
acquire more than 100,000 shares of 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. There is a limit of $100,000 on the aggregate fair market
value of shares subject to all incentive stock options which become exercisable
for the first time in any one calendar year.
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:
12
(a) Exercise of the Option. The Board of Directors or its Committee
determines when options granted under the Option Plan may be exercised. The
current form of the option agreement generally used under the Option Plan
provides that options will be 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 1.67% of the option shares 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
form of option agreement only permits payment by cash, check or exchange of
shares.
(b) Option Price. The option 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 6 months after the date of such termination and may be exercised only to
the extent the options were exercisable on the date of termination.
(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 all 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
5 years. Under the current form of option agreement, each option has a term of 5
years and 3 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.
13
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 shall be made which would impair the
rights of any participant under any grant theretofore made, without his or her
consent. In addition, the Company shall obtain shareholder approval of any
amendment to the Option Plan in such a manner and to the extent necessary to
comply with applicable law or regulation. In any event, the Option Plan will
terminate in 2003.
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 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 time he is granted 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.
14
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 600,000 shares in the number of the shares of
Common Stock 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
600,000 shares in the number of shares of Common Stock reserved for issuance
under the Option Plan.
PROPOSAL III--RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Ernst & Young LLP,
independent auditors, to audit the financial statements of the Company for the
current fiscal year ending December 31, 1997. Ernst & Young LLP has been the
Company's independent auditors since their appointment in 1986. The Company
expects that a representative of Ernst & Young LLP 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
Approval of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997, 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.
In the event such ratification 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 selection of Ernst & Young LLP as independent auditors for the Company for
the fiscal year ending December 31, 1997.
15
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the 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.
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 envelope
which has been enclosed.
For the Board of Directors
TRIMBLE NAVIGATION LIMITED
ROBERT A. TRIMBLE
Secretary
Dated: April 2, 1997
16
APPENDIX A
TRIMBLE NAVIGATION LIMITED
EXHIBIT 10.50
1993 STOCK OPTION PLAN
(amended as of March 19, 1997)
I. 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.
I. 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.
A. "Board" shall mean the Committee, if one has been appointed, or the
Board of Directors of the Company, if no Committee is appointed.
A. "Code" shall mean the Internal Revenue Code of 1986, as amended.
A. "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.
A. "Common Stock" shall mean the Common Stock of the Company.
A. "Company" shall mean Trimble Navigation Limited, a California
corporation.
A. "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.
A. "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.
17
A. "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.
A. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
A. "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
1. 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;
1. 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;
1. 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.
A. "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
A. "Nonstatutory Stock Option" shall mean an Option not intended to qualify
as an Incentive Stock Option.
A. "Option" shall mean a stock option granted pursuant to the Plan.
A. "Optioned Stock" shall mean the Common Stock subject to an Option.
A. "Optionee" shall mean an Employee or Consultant who receives an Option.
A. "Parent" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
A. "Plan" shall mean this 1993 Stock Option Plan.
18
A. "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.
B. "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
I. 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 3,200,000 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
issued under the Plan and later repurchased by the Company shall not become
available for future grant or sale under the Plan.
I. Administration of the Plan.
A. Procedure.
1. Multiple Administrative Bodies. The Plan may be administered by
different Committees with respect to different groups of Employees and
Consultants.
1. 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.
1. 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.
A. 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:
1. to determine the Fair Market Value of the Common Stock, in accordance
with Section 2(k) of the Plan;
1. to select the officers, Consultants and Employees to whom Options may
from time to time be granted hereunder;
19
1. to determine whether and to what extent Options are granted hereunder;
1. to determine the number of shares of Common Stock to be covered by each
such award granted hereunder;
2. to approve forms of agreement for use under the Plan;
1. 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);
1. to determine whether and under what circumstances an Option may be
settled in cash under subsection 9(e) instead of Common Stock;
1. 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);
1. 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
A. 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.
A. Grant Limits. The following limitations shall apply to grants of Options
under the Plan:
1. No employee shall be granted, in any fiscal year of the Company, Options
under the Plan to purchase more than 100,000 Shares, provided that the Company
may make an additional one-time grant of up to 250,000 Shares to newly-hired
Employees.
1. The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 11.
1. 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.
20
I. 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.
A. 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.
A. 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.
A. 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.
I. 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.
I. 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
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.
I. 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:
1. In the case of an Incentive Stock Option
21
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.
a) 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.
1. 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.
A. 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.
I. 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 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.
22
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.
A. 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.
A. 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.
A. Death of Optionee. In the event of the death of an Optionee:
23
1. 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 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 2. 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.
A. 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.
I. 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.
I. 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.
24
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.
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.
I. 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.
I. 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.
I. 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
25
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.
A. 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.
I. 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.
I. 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.
I. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
I. 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.
26
APPENDIX B
PROXY TRIMBLE NAVIGATION LIMITED PROXY
PROXY FOR 1997 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 April 2, 1997, and hereby appoints
Charles R. Trimble and Robert A. Trimble, 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 1997 Annual Meeting
of Shareholders of TRIMBLE NAVIGATION LIMITED, to be held on Thursday, May 15,
1997 at 4:00 p.m., local time, at 749 North Mary Avenue, Sunnyvale, California
94088, 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, WILL
BE VOTED FOR THE LISTED NOMINEES IN THE ELECTION OF DIRECTORS, FOR THE APPROVAL
OF AN INCREASE OF 600,000 SHARES IN THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
UNDER THE COMPANY'S 1993 STOCK OPTION PLAN, FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1997, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY 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
27
Please mark
[X] your votes
as this
1. Elections of Directors WITHHOLD
FOR FOR All FOR AGAINST ABSTAIN
(INSTRUCTION: If you wish to 2.Proposal to approve an increase
withhold authority to vote for [ ] [ ] of 600,000 shares in the number of [ ] [ ] [ ]
any individual nominee, strike shares available for issuance under
a line through that nominee's the Companys 1993 Stock Option Plan
name in the list below:)
3.Proposal to ratify the appointment
Robert S. Cooper, John B. Goodrich, William Hart, of Ernst & Young LLP as independent [ ] [ ] [ ]
Bradford W. Parkinson and Charles R. Trimble auditors of the Company for the fiscal
- -------------------------------------------------------- year ending December 31, 1997.
I PLAN TO ATTEND THE MEETING [ ] COMMENTS/ADDRESS CHANGE
Please mark this box if you
have written comments/address [ ]
change on the reverse side.
_ _ _
|
|
|
Signature(s)______________________________________________ Dated _______, 1997
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, an 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.)
FOLD AND DETACH HERE
28
APPENDIX C
TRIMBLE NAVIGATION LIMITED ANNUAL MEETING TO BE HELD ON 5/15/97 AT 4:00 P.M.
PDT FOR HOLDERS AS OF 3/14/97 * ISSUER CONFIRMATION COPY - INFO ONLY*
2 1-0001 THIS FORM IS PROVIDED FOR INFORMATIONAL
PURPOSES ONLY. PLEASE DO NOT USE IT FOR
VOTING PURPOSES.
CUSIP: 896239100
DIRECTORS CONTROL NO.
- ---------- |-------
DIRECTORS RECOMMENDED: A VOTE FOR ELECTION OF THE FOLLWOING |
DIRECTORS 0010100|
1- 01-ROBERT S. COOPER, 02-JOHN B. GOODRICH, 03-WILLIAM HART, |
04-BRADFORD W. PARKINSON, 05-CHARLES R. TRIMBLE |
DIRECTORS
PROPOSALS RECOMMENDED
- ---------- ------------
2 - PROPOSAL TO APPROVE AN INCERASE OF 600,000 SHARES FOR
IN THE NUMBER OF SHARES AVAILBALE FOR ISSUANCE UNDER 022902
THE COMPANY'S 1993 STOCK OPTION PLAN.
3 - PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP FOR
AS INDEPENDENT AUDTIORS OF THE COMPANY FOR THE FISCAL 0010200
YEAR ENDING DECEMBER 31, 1997.
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF
*NOTE* *TRUE RECORD DATE IS MARCH 16, 1997.
29
FOLD AND DETACH HERE
TRIMBLE NAVIGATION LIMITED
05/15/97 AT 4:00 P.M. PDT 2 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
DO NOT USE
DO NOT USE
51 MERCEDES WAY
DO NOT USE EDGEWOOD NY 17717
FOR AGAINST ABSTAIN
DO NOT USE
DO NOT USE
TRIMBLE NAVIGATION LIMITED
DO NOT USE ATTN:BARBARA HALL
645 N MARY AVE
FOR AGAINST ABSTAIN SUNNYVALE, CA 94088
DO NOT USE
DO NOT USE
DO NOT USE
_____________________________________ /____/____
FOLD AND DETACH HERE SIGNATURE(S) DATE
30
