Exhibit 1.1 AMENDMENT TO RIGHTS AGREEMENT This Amendment dated as of November 7, 2005 is to the Rights Agreement (the "Agreement") dated as of October 25, 2001 between Garmin Ltd., a Cayman Islands company (the "Company"), and UMB Bank, n.a., a...Rights Agreement • November 14th, 2005 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Missouri
EXHIBIT 10.4 GARMIN LTD. 2000 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT (Freestanding Stock-Settled SAR only) To: _______________________ ("you" or the "Grantee") NOTICE OF GRANT: You have been granted freestanding stock appreciation...Rights Agreement • June 7th, 2005 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
EXHIBIT 4.1 ------------------------------------------------------------------- ------------- PROTOTYPE 401(k) ADOPTION AGREEMENT, RETIREMENT PLAN, AND TRUST AGREEMENTGarmin LTD • May 11th, 2005 • Search, detection, navagation, guidance, aeronautical sys
GARMIN LTD.Purchase Agreement • December 5th, 2000 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • New York
FORM OF GARMIN LTD. RIGHTS AGREEMENTRights Agreement • November 17th, 2000 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Missouri
GARMIN LTD.International Purchase Agreement • December 5th, 2000 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • New York
GARMIN LTD.Equity Incentive Plan • October 26th, 2016 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units (“RSUs”) relating to the shares, CHF 0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 5, 2009, on June 27, 2010, on June 7, 2013, and on October 21, 2016 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on June 9, 2023 RESTRICTED STOCK UNIT AWARD AGREEMENTEquity Incentive Plan • February 21st, 2024 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the shares, USD $0.10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 9, 2023 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on June 9, 2023 RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based and Time-Based Vesting) (For Executive Officers)Equity Incentive Plan • February 21st, 2024 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the shares, USD $0.10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 9, 2023 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on June 7, 2019 RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based and Time-Based Vesting)Award Agreement • February 26th, 2020 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units (“RSUs”) relating to the registered shares, CHF 0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated effective June 7, 2019 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 21, 2016 RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based and Time-Based Vesting)Award Agreement • February 21st, 2018 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the shares, CHF 0.10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 5, 2009, on June 27, 2010, on June 7, 2013, and on October 21, 2016 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2000 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (Nonqualified Stock Option) FOR EMPLOYEES OF GARMIN INTERNATIONAL, INC.Stock Option Agreement • September 7th, 2004 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
Garmin Ltd., (the “Company”), grants to ____________________, an option (the “Option”) to purchase that number of the Company’s common shares, $ 0.01 par value per share (“Shares”), set forth below, all subject to the terms and conditions, in the attached Exhibit A and in the Garmin Ltd. 2000 Equity Incentive Plan, as may from time to time be amended (the “Plan”), a copy of which is attached. Please refer to the Plan documents for definitions of terms used in this Agreement and Exhibit A.
Garmin Ltd.Garmin LTD • February 20th, 2019 • Search, detection, navagation, guidance, aeronautical sys
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 21, 2016 RESTRICTED STOCK UNIT AWARD AGREEMENT (For Swiss Grantees)Award Agreement • October 26th, 2016 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the shares, CHF 0.10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 5, 2009, on June 27, 2010, on June 7, 2013, and on October 21, 2016 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 8th, 2014 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys
This Director and Officer Indemnification Agreement, dated as of August 4, 2014 (this “Agreement”), is made by and between Garmin Ltd., a corporation incorporated under the laws of Switzerland (the “Company”) and the undersigned director or officer of the Company (the “Indemnitee”).
EXHIBIT 10.2 GARMIN LTD. 2005 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT To: ___________________________ ( "you" or the "Grantee") NOTICE OF GRANT: You have been granted an option (the "Option") to purchase common shares, $0.01 par...Equity Incentive Plan Nonqualified Stock Option Agreement • June 7th, 2005 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
GARMIN LTD.Equity Incentive Plan • June 28th, 2010 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted performance shares ("Performance Shares") relating to the shares, CHF 10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 5, 2009 and on June 27, 2010 (the "Plan"), and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD.Restricted Stock Unit Award Agreement • February 17th, 2015 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the shares, CHF 10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2011 NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN as amended and restated on February 15, 2019 RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • February 20th, 2019 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units (“RSUs”) relating to the shares, CHF 0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on February 15, 2019 (the “Plan”), and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 9th, 2010 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Delaware
THIS AMENDMENT NO. 2 dated as of April 9, 2010 (the "Amendment"), to the Rights Agreement dated as of October 25, 2001, as amended on November 7, 2005 (the "Rights Agreement"), between Garmin Ltd., a Cayman Islands company (the "Company"), and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, n.a. (the "Rights Agent").
GARMIN LTD.Performance Shares Award Agreement • December 17th, 2008 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted performance shares ("Performance Shares") relating to the common shares, $0.005 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
TRANSACTION AGREEMENTTransaction Agreement • June 28th, 2010 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys
THIS TRANSACTION AGREEMENT dated May 21, 2010 (this "Agreement"), is between Garmin Ltd., a Cayman Islands company ("Garmin Cayman"), and Garmin Ltd., a Swiss stock corporation having its registered seat in Schaffhausen, in the Canton of Schaffhausen, Switzerland ("Garmin Switzerland"). Each of Garmin Cayman and Garmin Switzerland is referred to herein as a "Party" and together as the "Parties."
GARMIN LTD. 2011 NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN as amended and restated on October 21, 2016 RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • October 26th, 2016 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units (“RSUs”) relating to the shares, CHF 0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan, as amended and restated on October 21, 2016 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD.Restricted Stock Unit Award Agreement • February 24th, 2010 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the common shares, $0.005 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 5, 2009 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTEquity Incentive Plan Restricted Stock Unit Award Agreement • December 10th, 2012 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the registered shares, CHF 10 par value per share, of Garmin Ltd. ("Shares") subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated effective June 27, 2010 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 21, 2016 RESTRICTED STOCK UNIT AWARD AGREEMENTEquity Incentive Plan • February 21st, 2018 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the shares, CHF 0.10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 5, 2009, on June 27, 2010, on June 7, 2013, and on October 21, 2016 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
GARMIN LTD.Award Agreement • October 26th, 2016 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units (“RSUs”) relating to the registered shares, CHF 0.10 par value per share, of Garmin Ltd. (“Shares”) subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated effective October 21, 2016 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
EXHIBIT 10.3 GARMIN LTD. 2005 EQUITY INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT (Freestanding Stock-Settled SAR only) To: _______________________ ("you" or the "Grantee") NOTICE OF GRANT: You have been granted freestanding stock appreciation...Appreciation Rights Agreement • June 7th, 2005 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
GARMIN LTD.Nonqualified Stock Option Agreement • December 29th, 2011 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted an option (the “Option”) to purchase common shares, CHF 10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 27, 2010 (the “Plan”), and the Option Award Agreement between you and Garmin Ltd. (the “Company”) attached as Exhibit A as follows:
Garmin Ltd. Amended and Restated 2000 Non-Employee Directors' Option Plan as amended and restated on June 27, 2010 Stock Option AgreementStock Option Agreement • June 28th, 2010 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
Garmin Ltd., (the “Company”), grants to __________________, an option (the “Option”) to purchase that number of the Company’s shares, CHF 10 par value per share (“Shares”), all subject to the terms and conditions, in the attached Exhibit A and in the Garmin Ltd. Amended and Restated 2000 Non-Employee Directors' Option Plan, as may from time to time be amended (the “Plan”), a copy of which is attached. Please refer to the Plan documents for definitions of terms used in this Agreement and Exhibit A.
GARMIN LTD.Stock Appreciation Rights Agreement • May 8th, 2007 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted freestanding stock appreciation rights ("SARs") related to the common shares, $0.01 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan (the "Plan") and the SARs Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A, as follows:
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 21, 2016 RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based and Time-Based Vesting)Award Agreement • October 26th, 2016 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
You have been granted restricted stock units ("RSUs") relating to the registered shares, CHF 0.10 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated effective October 21, 2016 (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
AMENDMENT TO MEMORANDUM OF AGREEMENTMemorandum of Agreement • February 19th, 2014 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
THIS AMENDMENT TO MEMORANDUM OF AGREEMENT (the “Amendment”), entered into this 6th day of December, 2013 by and between Garmin International Inc., a Kansas corporation, having a place of business in the city of Olathe, Kansas (“Garmin”), and Bombardier, Inc. a corporation incorporated under the Canada Business Corporations Act with a place of business in the city of Montreal, Quebec, Canada (“Bombardier”).
GARMIN LTD.2000 NON-EMPLOYEE DIRECTORS’ OPTION PLAN STOCK OPTION AGREEMENTNon-Employee Directors’ Option Plan • September 7th, 2004 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
Garmin Ltd., (the “Company”), grants to __________________, an option (the “Option”) to purchase that number of the Company’s common shares, $0.01 par value per share (“Shares”), all subject to the terms and conditions, in the attached Exhibit A and in the Garmin Ltd. 2000 Non-Employee Directors’ Option Plan, as may from time to time be amended (the “Plan”), a copy of which is attached. Please refer to the Plan documents for definitions of terms used in this Agreement and Exhibit A.
GARMIN LTD. 2000 EQUITY INCENTIVE PLAN — UK APPENDIX UK-APPROVED STOCK OPTION STOCK OPTION AGREEMENTApproved Stock Option Stock Option Agreement • September 7th, 2004 • Garmin LTD • Search, detection, navagation, guidance, aeronautical sys • Kansas
Garmin Ltd. (the “Company”) grants to _________________________ an option (the “Option”) to purchase that number of the Company’s common shares set forth below, US$ 0.01 par value per share (“Shares”), subject to the terms and conditions in the attached Exhibit A and in the Garmin Ltd. 2000 Equity Incentive Plan — UK Appendix as may from time-to-time be amended (the “UK Appendix”), a copy of which is attached. Please refer to the UK Appendix for definitions of terms used in this Agreement and Exhibit A.
