FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 18, 2005 (January 17, 2005)
Trimble Navigation Limited
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-18645
(Commission File Number)
94-2802192
(IRS Employer I.D. No.)
749 N. Mary Ave. Sunnyvale, CA
(Address of principal executive offices)
94085
(Zip Code)
Registrant's telephone number, including area code: (408) 481-8000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 17, 2005, Trimble and Rajat Bahri, Trimble's chief financial
officer, entered into Trimble's standard executive officer change in control
severance agreement. The agreement provides that Mr. Bahri's then unvested stock
options will vest upon a Change in Control (as defined in the agreement). The
agreement also provides that, if his employment is terminated other than by
reason of a Nonqualifying Termination (as defined in the agreement) within the
period commencing with the change in control and ending one year following the
change in control, (i) Mr. Bahri shall receive a severance payment equal to one
year base salary plus bonus (each calculated in accordance with the terms of the
agreement), (ii) the Company shall continue to provide Mr Bahri with medical and
other insurance for a period of one year following the date of termination of
his employment on the same basis as provided prior to termination, and (iii) Mr.
Bahri may exercise any then outstanding stock options for a period of one year
following the date of termination of his employment, unless such options expire
earlier.
Trimble and Mr. Bahri also entered into Trimble's standard director and
executive officer indemnification agreement on January 17, 2005. The agreement
provides for indemnification of Mr. Bahri for expenses, judgments, fines and
settlement amounts incurred by him in any action or proceeding arising out of
his services as an employee, agent, director or officer of the Company or any of
its subsidiaries or, at the Company's request, of another company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIMBLE NAVIGATION LIMITED
a California corporation
Dated: January 18, 2005 /s/ Irwin Kwatek
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Irwin Kwatek
Vice President