ITEM 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Amended and Restated Change in Control Severance Agreement. On December 19, 2008, Trimble Navigation Limited (the "Company") entered into amended and restated change in control severance agreements with each of Steven W. Berglund, President & CEO, Rajat Bahri, Chief Financial Officer & Principal Financial Officer, Bryn Fosburgh, Sector Vice President, Mark Harrington, Sector Vice President, and Dennis Workman, Sector Vice President.

The agreements were amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the final regulations issued thereunder. The terms of the agreements are otherwise materially consistent with the prior change in control agreements entered into with Mssrs. Berglund, Bahri, Fosburgh and Workman, which prior form of change in control agreement is filed as an exhibit to the Company's Form 10-K for the fiscal year ended December 31, 2004 (the "Prior Change in Control Agreement").

In addition to the amendments to Mr. Harrington's agreement described above, Mr. Harrington's agreement was also amended to provide reimbursement for the cost of up to twelve months' of lease payments, which amount of reimbursement shall not exceed $26,400, in connection with Mr. Harrington's residence in Colorado, in the event of a qualifying termination. Except as described herein, the terms of Mr. Harrington's agreement are materially consistent with the Prior Change in Control Agreement.

Amendment to Letter of Employment.

On December 19, 2008, Trimble Navigation Limited (the "Company") entered into an amendment to the letter of employment dated March 17, 1999 between the Company and Steven W. Berglund (the "Prior Letter of Employment"). The Prior Letter of Employment was amended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the final regulations issued thereunder. Except as described herein, the terms of Mr. Berglund's letter of employment are consistent with the Prior Letter of Employment, which is filed as an exhibit to the Company's Form 10-K for the fiscal year ended January 1, 1999.

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