On April 21, 2015, the Court determined the case to be "complex" within the meaning of California Rules of Court 3.400 and stayed discovery.

Commencing in or about May 2015, counsel for the respective parties began arm's length negotiations regarding a possible resolution of the Action. Thereafter, counsel for the parties reached an agreement to resolve the Action on the terms set forth herein.

II. PLAINTIFF'S CLAIMS AND BENEFITS OF THE SETTLEMENT

Plaintiff and her counsel have concluded that the terms and conditions of the Stipulation are fair, reasonable and adequate to Plaintiff and the other members of the Class. Based on Plaintiff's direct oversight of the prosecution of this matter, and with the advice of its counsel, Plaintiff has agreed to settle and release all of the claims raised in the Action pursuant to the terms and provisions of the Stipulation, after considering (i) the substantial benefits provided under the proposed Settlement; and (ii) the uncertain outcome and risk of any litigation, especially in complex actions such as the Action, as well as the difficulties and delays inherent in such litigation. Plaintiff and her counsel are also mindful of the inherent problems of proof and possible defenses to the claims asserted in the Action. Based on their evaluation, Plaintiff and her counsel have determined that the Settlement set forth in the Stipulation is in the best interests of the Class. Plaintiff's Counsel believes that the Settlement set forth in the Stipulation confers substantial benefits upon the Class. Plaintiff's Counsel bases this conclusion upon, inter alia, their extensive investigation during the development, prosecution and settlement of the Action, which included, inter alia, inspecting, reviewing and analyzing information regarding the Company, including, but not limited to, the Company's filings with the Securities and Exchange Commission ("SEC"), and researching the applicable law with respect to the claims asserted in the Action and the potential defenses thereto.

III. INDIVIDUAL DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

Each Defendant expressly denies any wrongdoing or liability with respect to all claims asserted in the Action, including that they have committed any violations of law, that they have acted improperly in any way, or that they have any liability or owe any damages or relief of any kind to Plaintiff or any other member or the Class. Defendants are entering into the Stipulation solely because they consider it desirable that the Action be settled and released, on the merits and with prejudice, in order to, among other things, (a) eliminate the burden, inconvenience, expense, risk and distraction of further litigation; and (b) terminate all the claims that were or could have been asserted against the Defendants in the Action.

IV. THE SETTLEMENT HEARING

The Settlement Hearing will be held before the Honorable Peter H. Kirwan on June 10, 2016 at 9:00 a.m. in Department 1 of the Court, located at 191 North First Street, San Jose, California 95113-1090, to: (i) determine whether the provisional class action certification should be made final; (ii) determine whether the Settlement should be finally approved by the Court as fair, reasonable, and adequate; (iii) determine whether an Order and Final Judgment should be entered pursuant to the Stipulation; (iv) consider Plaintiff's Counsel's application for an award of attorneys' fees and expenses; and (v) rule on such other matters as the Court may deem appropriate. The Settlement Hearing may be continued by the Court at the Settlement Hearing or at any adjourned session thereof without further notice.

V. THE SETTLEMENT

The terms and conditions of the Settlement are set forth in the Stipulation described above. The following is only a summary of its terms.

The Settling Parties have conducted arms-length negotiations over an extended period of time and have reached an agreement in good faith to settle the Action. In consideration of the full settlement and the release of the Released Claims against Defendants and the other Released Defendant Parties, Defendants agree to the following:

(a) Within 30 days of the Settlement becoming Final, Defendants shall eliminate the Dead Hand Proxy Put provision by amending the Agreement's definition of "Continuing Directors" to delete the following language:
(other than any person whose initial nomination or election occurred as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more members)

(b) JPMorgan shall not charge Trimble a fee for amending the Agreement as set forth in paragraph (a) above. Except as explicitly set forth in paragraph (a) above, the Settlement shall not alter or affect the Agreement in any way.

VI. RELEASE AND DISCHARGE

In connection with the Court's approval of the Settlement and upon the Effective Date,  Plaintiff and each member of the Class shall be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally, and forever released, relinquished and discharged the Released Claims against the Released Defendant Parties and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with, the defense, settlement, or resolution of the Action against the Released Defendant Parties. 

Upon the Effective Date each of the Released Defendant Parties and each member of the Class shall be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally, and forever released, relinquished and discharged Plaintiff and Plaintiff's Counsel from all claims arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement, or resolution of the Action or the Released Claims (including Unknown Claims).

"Released Claims" means any claims, demands, rights, actions, causes of action, liabilities, damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues known or unknown, including Unknown Claims, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, whether state, federal, or foreign, common law, statutory, or regulatory, including, without limitation, claims under the federal securities laws, that have been or could have been asserted in any court, tribunal or proceeding by Plaintiff and/or any Trimble stockholder, either on his, her or its own behalf or on behalf of Trimble, against any Released Defendant Parties that are based upon, arise out of, or relate to the allegations in the Complaint and/or the settlement of the Action, except that Released Claims do not include claims to enforce the Settlement.

"Unknown Claims" means any claims which any of the Settling Parties do not know or suspect to exist in his, her or its favor at the time of the release, and which, if known by him, her or it, might have affected his, her or its decision (i) to enter into the Stipulation, (ii) to agree to the releases contemplated therein or (iii) not object to the Settlement. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, each of the Settling Parties shall expressly waive, and each member of the Class by operation of the Judgment shall have expressly waived, the provisions, rights, and benefits of California Civil Code section 1542, or any law of the United States or any state of the United States or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code section 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

The Settling Parties acknowledge, and each member of the Class by operation of the Order and Final Judgment shall be deemed to have acknowledged, that they may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Released Claims, but, upon the effective date of the Settlement, the Settling Parties shall expressly settle and release, and each member of the Class shall be deemed to have, and by operation of the Order and Final Judgment shall have, fully, finally, and forever settled and released, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Settling Parties acknowledge, and each member of the Class shall be deemed by operation of the Order and Final Judgment to have acknowledged, that the foregoing waiver and the inclusion of "Unknown Claims" in the definition of "Released Claims" was separately bargained for and was a material element of the Settlement of which this release is a part and was relied upon by each and all of the Defendants in entering into the Stipulation.