EXHIBIT 10.67
March 17, 1999
Mr. Steve Berglund
Subject: Revised offer of employment
Dear Steve:
The Board of Directors is pleased to extend to you this offer of employment to
serve as Chief Executive Officer and to be appointed as a member of the board
for Trimble Navigation Limited. We believe you are uniquely suited to the TNL
position in light of your background and experience and the nature of our
company's markets and opportunities.
Your base salary compensation would be $33,333 per month, payable on the regular
payroll period of the company, commencing on your first day of employment. The
board offers a bonus opportunity of up to 50% of your compensation base, pro
rata at the end of our 1999 fiscal year, with half of this amount guaranteed for
1999. For the year 2000, you will be eligible for a 50% bonus with criteria as
negotiated with the board.
You would be awarded options to purchase 400,000 shares of stock which would
vest 20% at the first anniversary and monthly thereafter for five years from the
date of grant. The option exercise price would be the fair market value of the
stock on your employment start date. We anticipate that your presence may have
an impact on the stock price so that it might be wise for your employment start
date to occur upon your date of agreement to serve as the CEO, which we would be
required to announce immediately.
In the event of a Change of Control of the company (as defined on Exhibit A
hereto), you would receive an additional 12 months of vesting of your shares. If
the Change of Control occurred during your first 12 months of service, you would
receive ratable vesting for the first year plus the year of accelerated vesting.
You are eligible for the Trimble Executive Non-qualified Deferred Compensation
Plan. Under this plan, you may defer up to 100% of future salary and up to 100%
of any future bonus. Details to be provided under separate cover.
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Trimble will assist you in your relocation to Sunnyvale. This will include:
o Mortgage assistance: Recognizing the exceptional housing market in this
area, we are willing to lend you, at your election, up to $400,000, to be
secured by a second deed of trust on the real property, at the lending rate
at which the company borrows as adjusted from time to time, which loan
would be forgiven ratably over a five-year period so long as you continue
to be employed. If your employment relationship ends during that period,
the remaining obligation would be due on the anniversary of such
separation. We will add the yearly interest to your compensation.
o Six months of interim housing at $3,000/month.
o Cost reimbursement for movement of household goods from your primary home
to Sunnyvale, including up to two automobiles if required. Trimble will
determine the carrier.
o The reasonable cost of two house-hunting trips (5 days in length per trip)
for you and your family, including transportation, lodging, and meals.
o Provision for an automobile for two weeks, or until your shipped auto
arrives, up to a maximum of four weeks. Payment of fuel will be your
responsibility.
o Reimbursement of reasonable travel, meals, and lodging incurred in travel
by the most direct route, for you and your family, by rail, air or personal
car to Sunnyvale. Receipts must be provided.
o Storage for your household goods (excluding auto)for a maximum of 90 days,
if required. o A relocation allowance of $10,000 to offset miscellaneous
expenses related to your relocation.
o 165% of the cost of a real estate commission which you incur on the sale of
your present principle residence within one year from your employment start
date.
All relocation reimbursements and company paid expenses will be reflected on
your W-2 tax form. As some expenses are considered tax deductible, we recommend
that you consult with a tax consultant.
Upon an Involuntary Termination or a termination other than for "Cause" (as both
terms are defined on Exhibit A) or as a result of your disability, the company
would provide you with 12 months severance. The amount of the severance would be
equal to your current base salary plus one half of your annual bonus accrued to
the date of separation. If separation occurred prior to January 1, 2000, the
"annual" bonus amount (accrued ratably from your start date to December 31,
1999) would be treated as fully guaranteed and thus would be equal to 25% of
your base salary accrued to the date of separation and would be added to the
severance payments ratably over the following 12 months. If separation occurred
after December 31, 1999, the bonus amount would be calculated at the end of the
fiscal year in which severance occurred and you would be paid an amount equal to
one half of the pro-rated bonus amount based on the percentage of that year
prior to separation.
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Trimble has an attractive benefits package for employees, including medical,
dental, life, short and long-term disability insurance, and a Savings and
Retirement Plan (401k) with a company match, and Employee Stock Purchase Plan.
Details of other benefits, such as paid time off and holidays, will be given
during your employee orientation.
The board members and I are enthusiastic in making this offer to you and believe
that between inherent value of the company and your management skills there is
the opportunity to achieve very substantial growth in the value of the
shareholder investment.
Sincerely,
/s/ Bradford W. Parkinson
Bradford W. Parkinson
President and CEO
BWP:rb
I accept the above offer of employment and will begin work as an employee of
Trimble Navigation Limited on March 17, 1999.
/s/ Steven W. Berglund _______________________________
Steve Berglund
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EXHIBIT A
Definition of Terms. The following terms referred to in this Letter shall have
the following meanings:
"Cause" means (i) your being convicted of a felony, (ii) a willful act by you
which constitutes gross misconduct and which is injurious to the Corporation and
which is not cured by you within 30 days after written notice of such breach is
given to you by the Board of Directors or (iii) continued and repeated refusals
to abide by the reasonable directions of the board of directors.
"Change of Control" means the occurrence of any of the following events: (i) the
direct or indirect sale, lease, exchange or other transfer of all or
substantially all (50% or more) of the assets of the Corporation to any person
or entity or group of persons or entities acting in concert as a partnership or
other group (a "Group of Persons"), (ii) the merger, consolidation or other
business combination of the Corporation with or into another corporation with
the effect that the shareholders of the Corporation immediately before the
merger, consolidation or other business combination, hold, immediately after any
such transaction, 50% or less of the combined voting power of the then
outstanding securities of the surviving corporation of such merger,
consolidation or other business combination ordinarily (and apart from rights
accruing under special circumstances) having the right to vote in the election
of directors of such surviving entity, or (iii) a person or Group of Persons
shall, as a result of a tender or exchange offer, open market purchases,
privately negotiated purchases or otherwise, have become the beneficial owner
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of securities of the Corporation representing 50% or more of the
combined voting power of the then outstanding securities of such corporation
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors.
"Involuntary Termination" means (i) without your consent, your assignment to any
duties or the significant reduction of your duties, either of which is
inconsistent with your position or title with the Corporation and
responsibilities in effect immediately prior to such assignment, or your removal
from such position and responsibility, or a reduction in your title; (ii) a
greater than 10% reduction by the Corporation in your base compensation as in
effect immediately prior to such reduction; provided, however, that such
reduction shall not apply if substantially all executive officers of the
Corporation agree to a similar reduction in base compensation; or (iii) any
purported termination of you by the Corporation (other than a voluntary
termination initiated by you) which is not effected for disability or for Cause.
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