8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): March 10, 2008

TRIMBLE NAVIGATION LIMITED

(Exact name of registrant as specified in its charter)

California	001-14845	94-2802191
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

935 Stewart Drive Sunnyvale, CA	94085
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 481-8000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On March 10, 2008, the Board of Directors of Trimble Navigation Limited (“Trimble”) approved a cash bonus plan for the 2008 fiscal year and for subsequent fiscal years. Trimble’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, with minimum thresholds for revenue and operating income as a percentage of revenue. Target payouts range from 10% to 80% of a participant’s base annual salary. Bonus payments for 2008 and for subsequent years 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.

ITEM 9.01 Financial Statements and Exhibits.

Ex. 10.1 Trimble Navigation Limited Annual Management Incentive Plan Description

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, thereto duly authorized.

TRIMBLE NAVIGATION LIMITED
By:	/s/ Irwin Kwatek
Name:	Irwin Kwatek
Title:	Vice President

Date: March 12, 2008

EXHIBIT INDEX

Exhibit Number Description

Exhibit No.	Description
10.1	Trimble Navigation Limited Annual Management Incentive Plan Description

EX-10.1

EXHIBIT 10.1

Trimble Navigation Limited Annual Management Incentive Plan Description

1. Definitions:

a. “Company” means Trimble Navigation Limited, a California corporation.

b. “Board of Directors” means the Board of Directors of the Company.

c. “Operating Income” means (i) with respect to a division, operating income for that division and (ii) with respect to the Company, operating income for the Company adjusted for amortization of intangibles, restructuring and infrequent charges.

2. Participants: The CEO, all of the Vice Presidents of the Company and a number of senior-level managers and individual contributors as nominated by their respective Vice Presidents and approved by the CEO of the Company.

3. Payments earned under the Management Incentive Plan depend upon the Company’s quarterly and annual Operating Income, with minimum thresholds for revenue and Operating Income as a percentage of revenue.

4. Target payouts, ranging from 10% to 80% of base annual salary for each participant are determined by the CEO of the Company in conjunction with the executive officers and the vice presidents of the Company, and approved by the Board of Directors. The Board of Directors has established an 80% target for the CEO.

5. The payout under the Plan ranges from zero to 300% of each participant’s target, based upon achievement of each fiscal year’s planned operating income of a combination of division and/or Company performance. Payments are made on a quarterly basis, 10% of target each quarter and the remainder after the close of the respective fiscal year.

6. The Plan shall continue in effect, from year to year, until terminated or amended by the Board of Directors.