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):
April 21, 2005 (April 21, 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.
Cash Bonus Plan
On April 15, 2005, the Board of Directors of Trimble Navigation
Limited ("the Company"), taking into account the recommendation of the
Compensation Committee, approved a cash bonus plan for the 2005 fiscal year. The
Company's CEO, all other executive officers and a number of other senior-level
employees are eligible participants in the Plan. Bonuses to participants will be
based upon the achievement of operating income, as adjusted by an asset charge,
with minimum thresholds for revenue and operating income as a percentage of
revenue. Target payouts range from 10% to 70% of base annual salary. Bonus
payments for 2005 could be up to 300% of each participant's target. Payments are
made on a quarterly basis, 10% of target each quarter and the remainder after
the close of the fiscal year.
Amendment to Nonqualified Deferred Compensation Plan
On April 15, 2005, the Board of Directors approved an amendment to
and restatement of the Company's nonqualified Deferred Compensation Plan (the
"Plan"). The Plan was amended to conform to certain changes in the recently
enacted federal legislation affecting nonqualified deferred compensation, which
was included in The American Jobs Creation Act of 2004. The restated Plan also
includes more detailed and comprehensive administrative provisions. The Board of
Directors appointed a committee to administer the Plan, consisting of the
Company's Chief Financial Officer, General Counsel and Vice President of Human
Resources.
Item 2.02. Results of Operations and Financial Condition.
On April 21, 2005, the Company announced its financial results for the quarter
ended April 1, 2005. A copy of the press release dated April 21, 2005 relating
to this announcement is furnished as Exhibit 99.1.
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: April 21, 2005 /s/ Irwin Kwatek
----------------
Irwin Kwatek
Vice President
EXHIBIT INDEX
Exhibit Number Description
10.1 Trimble Navigation Limited 2005 Management Incentive Plan Description
99.1 Text of Company Press Release dated April 21, 2005