EX-10 4 ex1014_bod.txt EXHIBIT 10.14+ Trimble Navigation Limited Board of Directors Compensation Policy The following is a schedule of the elements of compensation and expense reimbursement for nonemployee members of the board of directors. This policy is effective January 1, 2004. o A stock option grant of 15,000 shares under the Trimble 2002 Stock Option Plan upon the initial appointment or election to the board. o An additional annual grant of 7,500 shares to be granted to each director upon re-election by the shareholders at Trimble's Annual Shareholders' Meeting. o Options granted to directors are at fair market value on the date of grant and will have a term of ten years, vesting monthly, on a pro-rated basis, over three years. The options will terminate 90 days after the individual ceases to be a member of the board. o An annual retainer of $20,000 paid on a quarterly basis. o A payment of $2,000 for each day in attendance at a board meeting. o A payment of $2,000 for each day devoted to specific board matters, provided that such activity has been requested by either the board of directors or the chairman in consultation with the CEO. o A payment of $500 for participation in a telephonic board meeting. o A payment of $1,000 for each board committee meeting attended, that is not held on the same day as a board meeting. o A payment of $500 for participation in a telephonic board committee meeting. o A director will be paid a travel and transportation allowance, in lieu of reimbursement for expenses, in accordance with the following schedule: $4,000 for travel to a meeting held between 1,000 miles and 3,000 miles from the director's place of residence. $8,000 for travel to a meeting held more than 3,000 miles from the director's place of residence. Note: Miles are one-way and will be measured by air miles between airports. o Reimbursement of travel expenses consistent with Trimble policy for travel to a meeting held less than 1,000 miles from the director's place of residence and all necessary travel on Trimble business, other than to attend a board meeting.