Unassociated Document


     

     

     

     

     

    GARMIN
LTD.

     

    EMPLOYEE
STOCK PURCHASE PLAN

    


    


    Amended
and Restated

    


    Effective
January 1, 2010

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GARMIN
LTD.

    EMPLOYEE
STOCK PURCHASE PLAN

    (Amended
and Restated)

    


    


    I.           Purpose and Effective
Date

     

    1.1           The
purpose of the Garmin Ltd. Employee Stock Purchase Plan is to provide an
opportunity for eligible employees to acquire a proprietary interest in Garmin
Ltd. through accumulated payroll deductions.  It is the intent of the
Company to have the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Code.  The provisions of the Plan shall be
construed to extend and limit participation in a manner consistent with the
requirements of Section 423 of the Code.

     

    1.2           The
Plan was initially approved by the Company’s Board on October 20, 2000 and
approved by the Company's stockholders on October 24, 2000.  This
amended and restated Plan is effective on January 1, 2010.  No option
shall be granted under the Plan after the date as of which the Plan is
terminated by the Board in accordance with Section 11.7 of the
Plan.

     

    II.           Definitions

     

    The following words and phrases, when
used in this Plan, unless their context clearly indicates otherwise, shall have
the following respective meanings:

     

    2.1           "Account" means a
recordkeeping account maintained for a Participant to which payroll deductions
are credited in accordance with Article VIII of the Plan.

     

    2.2           "Administrator" means
the persons or committee appointed under Section 3.1 to administer the
Plan.

     

    2.3           "Article" means an
Article of this Plan.

     

    2.4           "Accumulation Period"
means, as to the Company or a Participating Subsidiary, a period of six months
commencing with the first regular payroll period commencing on or after each
successive January 1 and ending on each successive June 30 and a period of six
months commencing with the first regular payroll period commencing on or after
each successive July 1 and ending on each successive December 31.  The
Committee may modify (including increasing or decreasing the length of time
covered) or suspend Accumulation Periods at anytime and from time to
time.

     

    2.5           "Base Earnings" means
base salary and wages payable by the Company or a Participating Subsidiary to an
Eligible Employee, prior to pre-tax deductions for contributions to qualified or
non-qualified (under the Code) benefit plans or arrangements, and excluding
bonuses, incentives and overtime pay but including commissions.

     

    2.6           "Board" means the
Board of Directors of the Company.

     

    
      
         

      

      
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    2.7           "Code" means the
Internal Revenue Code of 1986, as amended.

     

    2.8           "Company" means Garmin
Ltd., a Cayman Islands corporation.

     

    2.9           "Cut-Off Date" means
the date established by the Administrator from time to time by which enrollment
forms must be received with respect to an Accumulation Period.

     

    2.10           "Eligible Employee"
means an Employee, including an employee on an Authorized Leave of Absence (as
defined in Section 10.3), eligible to participate in the Plan in accordance with
Article V.

     

    2.11           "Employee" means an
individual who performs services for the Company or a Participating Subsidiary
pursuant to an employment relationship described in Treasury Regulations Section
31.3401(c)-1 or any successor provision, or an individual who would be
performing such services but for such individual’s Authorized Leave of Absence
(as defined in Section 10.3).

     

    2.12           "Enrollment Date"
means the first Trading Day of an Accumulation Period beginning on or after
January 1, 20010.

     

    2.13           "Exchange Act" means
the Securities Exchange Act of 1934.

     

    2.14           "Fair Market Value"
means, as of any applicable date:

     

    (a)           If
the security is listed on any established stock exchange or traded on the Nasdaq
Global Select Market or the Nasdaq Global Market (formerly the Nasdaq National
Market), the closing price, regular way, of the security on such exchange, or if
no such reported sale of the security shall have occurred on such date, on the
latest preceding date on which there was such a reported sale, in all cases, as
reported in The Wall
Street Journal or such other source as the Board deems
reliable.

     

    (b)           If
the security is listed or traded on the Nasdaq Capital Market (formerly the
Nasdaq SmallCap Market), the mean between the bid and asked prices for the
security on the date of determination, as reported in The Wall Street Journal or
such other source as the Board deems reliable. Unless otherwise provided by the
Board, if there is no closing sales price (or closing bid if no sales were
reported) for the security on the date of determination, then the Fair Market
Value shall be the mean between the bid and asked prices for the security on the
last preceding date for which such quotation exists.

     

    (c)           In
the absence of such markets for the security, the value determined by the Board
in good faith.

     

    2.15           "Participant" means an
Eligible Employee who has enrolled in the Plan pursuant to Article
VI.  A Participant shall remain a Participant until the applicable
date set forth in Article X.

     

    
      
         

      

      
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    2.16           "Participating
Subsidiary" means a Subsidiary incorporated under the laws of any state
in the United States, a territory of the United States, Puerto Rico, or the
District of Columbia, or such foreign Subsidiary approved under Section 3.3,
which has adopted the Plan as a Participating Subsidiary by action of its board
of directors and which has been designated by the Board in accordance with
Section 3.3 as covered by the Plan, subject to the requirements of Section 423
of the Code except as noted in Section 3.3.

     

    2.17           "Plan" means the
Garmin Ltd. Employee Stock Purchase Plan as set forth herein and as from time to
time amended.

     

    2.18           "Purchase Date" means
the specific Trading Day during an Accumulation Period on which Shares are
purchased under the Plan in accordance with Article IX.  For each
Accumulation Period, the Purchase Date shall be the last Trading Day occurring
in such Accumulation Period.  The Administrator may, in its
discretion, designate a different Purchase Date with respect to any Accumulation
Period.

     

    2.19           "Qualified Military
Leave” means an absence due to service in the uniformed services of the
United States (as defined in Chapter 43 of Title 38 of the United States Code)
by an individual employee of the Company or a Participating Subsidiary, provided
the individual’s rights to reemployment under the Uniformed Services Employment
and Reemployment Rights Act of 1994 have not expired or terminated.

     

    2.20           "Section" means a
section of this Plan, unless indicated otherwise.

     

    2.21           "Securities Act" means
the Securities Act of 1933, as amended.

     

    2.22           "Share" means a common
share, $.005 par value, of Garmin Ltd.

     

    2.23           "Subsidiary" means any
corporation in an unbroken chain of corporations beginning with the Company if,
as of the applicable Enrollment Date, each of the corporations other than the
last corporation in the chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in the chain.

     

    2.24           "Trading Day" means a
day the national exchange on which the Shares are listed for trading or, if not
so listed, a day the New York Stock Exchange is open for trading.

     

    III.           Administration

     

    3.1           Subject
to Section 11.7, the Plan shall be administered by the Board, or committee
("Committee") appointed by the Board.  The Committee shall consist of
at least one Board member, but may additionally consist of individuals who are
not members of the Board.  The Committee shall serve at the pleasure
of the Board.  If the Board does not so appoint a Committee, the Board
shall administer the Plan.  Any references herein to "Administrator"
are, except as the context requires otherwise, references to the Board or the
Committee, as applicable.

     

    
      
         

      

      
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    3.2           If
appointed under Section 3.1, the Committee may select one of its members as
chairman and may appoint a secretary.  The Committee shall make such
rules and regulations for the conduct of its business as it shall deem
advisable; provided, however, that all determinations of the Committee shall be
made by a majority of its members.

     

    3.3           The
Administrator shall have the power, in addition to the powers set forth
elsewhere in the Plan, and subject to and within the limits of the express
provisions of the Plan, to construe and interpret the Plan and options granted
under it; to establish, amend and revoke rules and regulations for
administration of the Plan; to determine all questions of policy and expediency
that may arise in the administration of the Plan; to allocate and delegate such
of its powers as it deems desirable to facilitate the administration and
operation of the Plan; and, generally, to exercise such powers and perform such
acts as it deems necessary or expedient to promote the best interests of the
Company.  The Administrator's determinations as to the interpretation
and operation of this Plan shall be final and conclusive.

     

    The Board may designate from time to
time which Subsidiaries of the Company shall be Participating
Subsidiaries.  Without amending the Plan, the Board may adopt special
or different rules for the operation of the Plan which allow employees of any
foreign Subsidiary to participate in the purposes of the Plan.  In
furtherance of such purposes, the Board may approve such modifications,
procedures, rules or sub-plans as it deems necessary or desirable, including
those deemed necessary or desirable to comply with any foreign laws or to
realize tax benefits under foreign law.  Any such different or special
rules for employees of any foreign Subsidiary shall not be subject to Code
Section 423 and for purposes of the Code shall be treated as separate and apart
from the balance of the Plan.

     

    3.4           This
Article III relating to the administration of the Plan may be amended by the
Board from time to time as may be desirable to satisfy any requirements of or
under the federal securities and/or other applicable laws of the United States,
or to obtain any exemption under such laws.

     

    IV.           Number of
Shares

     

    4.1           Two
million (2,000,000) Shares  are reserved for sales and authorized for
issuance pursuant to the Plan.  Shares sold under the Plan may be
newly-issued Shares, outstanding Shares reacquired in private transactions or
open market purchases, or any combination of the foregoing.  If any
option granted under the Plan shall for any reason terminate without having been
exercised, the Shares not purchased under such option shall again become
available for the Plan.

     

    4.2           In
the event of any reorganization, recapitalization, stock split, reverse stock
split, stock dividend, combination of shares, merger, consolidation, acquisition
of property or shares, separation, asset spin-off, stock rights offering,
liquidation or other similar change in the capital structure of the Company, the
Board shall make such adjustment, if any, as it deems appropriate in the number,
kind and purchase price of the Shares available for purchase under the
Plan.  In the event that, at a time when options are outstanding
hereunder, there occurs a dissolution or liquidation of the Company, except
pursuant to a transaction to which Section 424(a) of the Code applies, each
option to purchase Shares shall terminate, but the Participant holding such
option shall have the right to exercise his or her option prior to such
termination of the option upon the dissolution or liquidation.  The
Company reserves the right to reduce the number of Shares which Employees may
purchase pursuant to their enrollment in the Plan.

     

    
      
         

      

      
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    V.           Eligibility
Requirements

     

    5.1           Except
as provided in Section 5.2, each individual who is an Eligible Employee of the
Company or a Participating Subsidiary on the applicable Cut-Off Date shall
become eligible to participate in the Plan in accordance with Article VI as of
the first Enrollment Date following the date the individual becomes an Employee
of the Company or a Participating Subsidiary, provided that the individual
remains an Eligible Employee on the first day of the Accumulation Period
associated with such Enrollment Date.  Participation in the Plan is
entirely voluntary.

     

    5.2           Employees
meeting any of the following restrictions are not eligible to participate in the
Plan:

     

    (a)           Employees
who, immediately upon enrollment in the Plan or upon grant of an Option would
own directly or indirectly, or hold options or rights to acquire, an aggregate
of 5% or more of the total combined voting power or value of all outstanding
shares of all classes of stock of the Company or any Subsidiary (and for
purposes of this paragraph, the rules of Code Section 424(d) shall apply, and
stock which the Employee may purchase under outstanding options shall be treated
as stock owned by the Employee);

     

    (b)           Employees
(other than individuals on Authorized Leave of Absence (as defined in Section
10.3)) who are customarily employed by the Company or a Participating Subsidiary
for not more than 20 hours per week; or

     

    (c)           Employees
(other than individuals on Authorized Leave of Absence (as defined in Section
10.3)) who are customarily employed by the Company or a Participating Subsidiary
for not more than five (5) months in any calendar year.

     

    5.3           The
Plan is intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission
thereunder.  Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the options shall be granted and may be exercised,
only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by applicable law, the Plan and
the options granted hereunder shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.

     

    
      
         

      

      
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    VI.           Enrollment

     

    6.1           Eligible
Employees will be automatically enrolled in the Plan on the first day of each
Accumulation Period.  Any Eligible Employee may consent to enrollment
in the Plan for an Accumulation Period by completing and signing an enrollment
form (which authorizes payroll deductions during such Accumulation Period in
accordance with Section 8.1) and submitting such enrollment form to the Company
or the Participating Subsidiary on or before the Cut-Off Date specified by the
Administrator.  Payroll deductions pursuant to the enrollment form
shall be effective as of the first payroll period with a pay day after the
Enrollment Date for the Accumulation Period to which the enrollment form
relates, and shall continue in effect until the earliest of:

     

    (a)           the
end of the last payroll period with a payday in the Accumulation
Period;

     

    (b)           the
date during the Accumulation Period as of which the Employee elects to cease his
or her enrollment in accordance with Section 8.3; and

     

    (c)           the
date during the Accumulation Period as of which the Employee withdraws from the
Plan or has a termination of employment in accordance with Article
X.

     

    VII.           Grant of Options on
Enrollment

     

    7.1           The
automatic enrollment by an Eligible Employee in the Plan as of an Enrollment
Date will constitute the grant as of such Enrollment Date by the Company to such
Participant of an option to purchase Shares from the Company pursuant to the
Plan.

     

    7.2           An
option granted to a Participant pursuant to this Plan shall expire, if not
terminated earlier for any reason, on the earliest to occur
of:  (a) the end of the Purchase Date with respect to the
Accumulation Period in which such option was granted; (b) the completion of
the purchase of Shares under the option under Article IX; or (c) the date
on which participation of such Participant in the Plan terminates for any
reason.

     

    7.3           As
of each Enrollment Date, each Participant shall automatically be granted an
option to purchase a maximum number of Shares, subject to the terms of the Plan,
equal to the quotient of $25,000 divided by the Fair Market Value of a Share on
the Enrollment Date.

     

    7.4           Notwithstanding
any other provision of this Plan, no Employee may be granted an option which
permits his or her rights to purchase Shares under the Plan and any other Code
Section 423 employee stock purchase plan of the Company or any of its
Subsidiaries or parent companies to accrue (when the option first becomes
exercisable) at a rate which exceeds $25,000 of Fair Market Value of such Shares
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time.  For purposes of administering
this accrual limitation, the Administrator shall limit purchases under the Plan
as follows:

     

    (a)           The
number of Shares that may be purchasable by an Employee during his or her first
Accumulation Period during a calendar year may not exceed a number of Shares
determined by dividing $25,000 by the Fair Market Value of a Share on the
Enrollment Date for that Accumulation Period.

     

    
      
         

      

      
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    (b)           The
number of Shares that may be purchasable by an Employee during any subsequent
Accumulation Period during the same calendar year (if any) shall not exceed the
number of Shares determined by performing the calculation below:

     

    (i)           First,
the number of Shares purchased by the Employee during any previous Accumulation
Period during the same calendar year shall be multiplied by the Fair Market
Value of a Share on the Enrollment Date of such previous Accumulation
Period.

     

    (ii)           Second,
the amount determined under (i) above shall be subtracted from
$25,000.

     

    (iii)           Third,
the amount determined under (ii) above shall be divided by the Fair Market Value
of a Share on the Enrollment Date for such subsequent Accumulation Period (for
which the maximum number of Shares purchasable is being determined by this
calculation) occurs.  The quotient thus obtained shall be the maximum
number of Shares that may be purchased by any Employee for such subsequent
Accumulation Period.

     

    VIII.           Payroll
Deductions

     

    8.1           An
Employee who files an enrollment form pursuant to Article VI shall elect and
authorize in such form to have deductions made from his or her pay on each
payday he or she receives a paycheck during the Accumulation Period to which the
enrollment form relates, and he or she shall designate in such form the
percentage (in whole percentages) of Base Earnings to be deducted each payday
during such Accumulation Period.  The minimum an Employee may elect
and authorize to have deducted is 1% of his or her Base Earnings paid per pay
period in such Accumulation Period, and the maximum is 10% of his or her Base
Earnings paid per pay period in such Accumulation Period (or such larger or
smaller percentage as the Administrator may designate from time to
time).

     

    8.2           Except
as provided in the last paragraph of Section 6.1, deductions from a
Participant’s Base Earnings shall commence upon the first payday on or after the
commencement of the Accumulation Period, and shall continue until the date on
which such authorization ceases to be effective in accordance with Article
VI.  The amount of each deduction made for a Participant shall be
credited to the Participant’s Account.  All payroll deductions
received or held by the Company or a Participating Subsidiary may be, but are
not required to be, used by the Company or Participating Subsidiary for any
corporate purpose, and the Company or Participating Subsidiary shall not be
obligated to segregate such payroll deductions, but may do so at the discretion
of the Board.

     

    8.3           As
of the last day of any month during an Accumulation Period, a Participant may
elect to cease (but not to increase or decrease) payroll deductions made on his
or her behalf for the remainder of such Accumulation Period by filing the
applicable election with the Company or Participating Subsidiary in such form
and manner and at such time as may be permitted by the
Administrator.  A Participant who has ceased payroll deductions may
have the amount which was credited to his or her Account prior to such cessation
applied to the purchase of Shares as of the Purchase Date, in accordance with
Section 9.1, and receive the balance of the Account with respect to which the
enrollment is ceased, if any, in cash.  A Participant who has ceased
payroll deductions may also voluntarily withdraw from the Plan pursuant to
Section 10.1.  Any Participant who ceases payroll deductions for an
Accumulation Period may re-enroll in the Plan on the next subsequent Enrollment
Date following the cessation in accordance with the provisions of Article
VI.  A Participant who ceases to be employed by the Company or any
Participating Subsidiary will cease to be a Participant in accordance with
Section 10.2.

     

    
      
         

      

      
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    8.4           A
Participant may not make any separate or additional contributions to his Account
under the Plan.  Neither the Company nor any Participating Subsidiary
shall make separate or additional contributions to any Participant’s Account
under the Plan.

     

    IX.           Purchase of
Shares

     

    9.1           Subject
to Section 9.2, any option held by the Participant which was granted under this
Plan and which remains outstanding as of a Purchase Date shall be deemed to have
been exercised on such Purchase Date for the purchase of the number of whole
Shares which the funds accumulated in his or her Account as of the Purchase Date
will purchase at the applicable purchase price (but not in excess of the number
of Shares for which options have been granted to the Participant pursuant to
Section 7.3).  No Shares will be purchased on behalf of any
Participant who fails to file an enrollment form authorizing payroll deductions
for an Accumulation Period.

     

    9.2           A
Participant who holds an outstanding option as of a Purchase Date shall not be
deemed to have exercised such option if the Participant elected not to exercise
the option by withdrawing from the Plan in accordance with Section
10.1.

     

    9.3           If,
after a Participant’s exercise of an option under Section 9.1, an amount remains
credited to the Participant’s Account as of a Purchase Date, then the remaining
amount shall be distributed to the Participant in cash as soon as
administratively practical after such Purchase Date.

     

    9.4           Except
as otherwise set forth in this Section 9.4, the purchase price for each Share
purchased under any option shall be 85% of the lower of:

     

    (a)           the
Fair Market Value of a Share on the Enrollment Date on which such option is
granted; or

     

    (b)           the
Fair Market Value of a Share on the Purchase Date.

     

    Notwithstanding
the above, the Board may establish a different purchase price for each Share
purchased under any option provided that such purchase price is determined at
least thirty (30) days prior to the Accumulation Period for which it is
applicable and provided that such purchase price may not be less than the
purchase price set forth above.

     

    
      
         

      

      
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    9.5           If
Shares are purchased by a Participant pursuant to Section 9.1, then such Shares
shall be held in non-certificated form at a bank or other appropriate
institution selected by the Administrator until the earlier of the Participant’s
termination of employment or the time a Participant requests delivery of
certificates representing such shares.  If any law governing corporate
or securities matters, or any applicable regulation of the Securities and
Exchange Commission or other body having jurisdiction with respect to such
matters, shall require that the Company or the Participant take any action in
connection with the Shares being purchased under the option, delivery of the
certificate or certificates for such Shares shall be postponed until the
necessary action shall have been completed, which action shall be taken by the
Company at its own expense, without unreasonable delay.

     

    Certificates delivered pursuant to this
Section 9.5 shall be registered in the name of the Participant or, if the
Participant so elects, in the names of the Participant and one or more such
other persons as may be designated by the Participant in joint tenancy with
rights of survivorship or in tenancy by the entireties or as spousal community
property, or in such forms of trust as may be approved by the Administrator, to
the extent permitted by law.

     

    9.6           In
the case of Participants employed by a Participating Subsidiary, the Board may
provide for Shares to be sold through the Subsidiary to such Participants, to
the extent consistent with and governed by Section 423 of the Code.

     

    9.7           If
the total number of Shares for which an option is exercised on any Purchase Date
in accordance with this Article IX, when aggregated with all Shares previously
granted under this Plan, exceeds the maximum number of Shares reserved in
Section 4.1, the Administrator shall make a pro rata allocation of the Shares
available for delivery and distribution in as nearly a uniform manner as shall
be practicable and as it shall determine to be equitable, and the balance of the
cash amount credited to the Account of each Participant under the Plan shall be
returned to him or her as promptly as administratively practical.

     

    9.8           If
a Participant or former Participant sells, transfers, or otherwise makes a
disposition of Shares purchased pursuant to an option granted under the Plan
within two years after the date such option is granted or within one year after
the Purchase Date to which such option relates, or if the Participant or former
Participant otherwise has a taxable event relating to Shares purchased under the
Plan, and if such Participant or former Participant is subject to U.S. federal
income tax, then such Participant or former Participant shall notify the Company
or Participating Subsidiary in writing of any such sale, transfer or other
disposition within 10 days of the consummation of such sale, transfer or other
disposition, and shall remit to the Company or Participating Subsidiary or
authorize the Company or Participating Subsidiary to withhold from other sources
such amount as the Company may determine to be necessary to satisfy any federal,
state or local tax withholding obligations of the Company or Participating
Subsidiary.  A Participant must reply to a written request, within 10
days of the receipt of such written request, from the Company, Participating
Subsidiary, or Administrator regarding whether such a sale, transfer or other
disposition has occurred.

     

    
      
         

      

      
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    The Administrator may from time to time
establish rules and procedures (including but not limited to postponing delivery
of Shares until the earlier of the expiration of the two-year or one-year period
or the disposition of such Shares by the Participant) to cause the withholding
requirements to be satisfied.

     

    X.           Withdrawal From the Plan;
Termination of Employment; Leave of Absence; Death

     

    10.1           Withdrawal from the
Plan.  Effective as of the last day of any calendar quarter
during an Accumulation Period, a Participant may withdraw from the Plan in full
(but not in part) by delivering a notice of withdrawal to the Company (in a
manner prescribed by the Administrator) at least ten business days prior to the
end of such calendar quarter (but in no event later than the June 1 or December
1 immediately preceding the Purchase Date for the Plan's two Accumulation
Periods, respectively).  Upon such withdrawal from participation in
the Plan, all funds then accumulated in the Participant’s Account shall not be
used to purchase Shares, but shall instead be distributed to the Participant as
soon as administratively practical after the end of such calendar quarter, and
the Participant’s payroll deductions shall cease as of the end of such calendar
quarter.  An Employee who has withdrawn during an Accumulation Period
may not return funds to the Company or a Participating Subsidiary during the
same Accumulation Period and require the Company or Participating Subsidiary to
apply those funds to the purchase of Shares, nor may such Participant’s payroll
deductions continue, in accordance with Article VI.  Any Eligible
Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on
the next subsequent Enrollment Date following withdrawal in accordance with the
provisions of Article VI.

     

    10.2           Termination of
Employment.  Participation in the Plan terminates immediately
when a Participant ceases to be employed by the Company or any Participating
Subsidiary for any reason whatsoever, including but not limited to termination
of employment, whether voluntary or involuntary, or on account of disability, or
retirement, but not including death, or if the participating Subsidiary
employing the Participant ceases for any reason to be a Participating
Subsidiary.  Participation in the Plan also terminates immediately
when a Participant ceases to be an Eligible Employee under Article V or
withdraws from the Plan.  Upon termination of participation such
terminated Participant’s outstanding options shall thereupon
terminate.  As soon as administratively practical after termination of
participation, the Company shall pay to the Participant or legal representative
all amounts accumulated in the Participant’s Account and held by the Company at
the time of termination of participation, and any Participating Subsidiary shall
pay to the Participant or legal representative all amounts accumulated in the
Participant's Account and held by the Participating Subsidiary at the time of
termination of participation.

     

    10.3           Leaves of
Absence.

     

    (a)           If
a Participant takes a leave of absence (other than an Authorized Leave of
Absence) without terminating employment, such Participant will be deemed to have
discontinued contributions to the Plan in accordance with Section 8.3, but will
remain a Participant in the Plan through the balance of the Accumulation Period
in which his or her leave of absence begins, so long as such leave of absence
does not exceed 90 days.  If a Participant takes a leave of absence
(other than an Authorized Leave of Absence) without terminating employment, such
Participant will be deemed to have withdrawn from the Plan in accordance with
Section 10.1 if such leave of absence exceeds 90 days.

     

    
      
         

      

      
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    (b)           An
Employee on an Authorized Leave of Absence shall remain a Participant in the
Plan and, in the case of a paid Authorized Leave of Absence, shall have
deductions made under Section 8.1 from payments that would, but for the
Authorized Leave of Absence, be Base Earnings.  An Employee who does
not return from an Authorized Leave of Absence on the scheduled date (or, in the
case of Qualified Military Leave, prior to the date such individual’s
reemployment rights under the Uniformed Services Employment and Reemployment
Rights Act of 1994 have expired or terminated) shall be deemed to have
terminated employment on the last day of such Authorized Leave of Absence (or,
in the case of Qualified Military Leave, the date such reemployment rights
expire or are terminated).

     

    (c)           An
“Authorized Leave of Absence” means (a) a Qualified Military Leave, and (b) an
Employee’s absence of more than 90 days which has been authorized, either
pursuant to a policy of the Company or the Participating Subsidiary that employs
the Employee, or pursuant to a written agreement between the employer and the
Employee, which policy or written agreement guarantees the Employee’s rights to
return to employment.

     

    10.4           Death.  As
soon as administratively feasible after the death of a Participant, amounts
accumulated in his or her Account shall be paid in cash to the beneficiary or
beneficiaries designated by the Participant on a beneficiary designation form
approved by the Board, but if the Participant does not make an effective
beneficiary designation then such amounts shall be paid in cash to the
Participant’s spouse if the Participant has a spouse, or, if the Participant
does not have a spouse, to the executor, administrator or other legal
representative of the Participant’s estate.  Such payment shall
relieve the Company and the Participating Subsidiary of further liability with
respect to the Plan on account of the deceased Participant.  If more
than one beneficiary is designated, each beneficiary shall receive an equal
portion of the Account unless the Participant has given express contrary
instructions.  None of the Participant’s beneficiary, spouse,
executor, administrator or other legal representative of the Participant’s
estate shall, prior to the death of the Participant by whom he has been
designated, acquire any interest in the amounts credited to the Participant’s
Account under the Plan.

     

    XI.           Miscellaneous

     

    11.1           Interest.  Interest
or earnings will not be paid on any Employee Accounts.

     

    11.2           Restrictions on
Transfer.  The rights of a Participant under the Plan shall not
be assignable or transferable by such Participant, and an option granted under
the Plan may not be exercised during a Participant’s lifetime other than by the
Participant.  Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Company may treat
such act as an election to withdraw from the Plan in accordance with Section
10.1.

     

    11.3           Administrative
Assistance.  If the Administrator in its discretion so elects,
it may retain a brokerage firm, bank, other financial institution or other
appropriate agent to assist in the purchase of Shares, delivery of reports or
other administrative aspects of the Plan.  If the Administrator so
elects, each Participant shall (unless prohibited by applicable law) be deemed
upon enrollment in the Plan to have authorized the establishment of an account
on his or her behalf at such institution.  Shares purchased by a
Participant under the Plan shall be held in the account in the Participant’s
name, or if the Participant so indicates in the enrollment form, in the
Participant’s name together with the name of one or more other persons in joint
tenancy with right of survivorship or in tenancy by the entireties or as spousal
community property, or in such forms of trust as may be approved by the
Administrator, to the extent permitted by law.

     

    
      
         

      

      
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    11.4           Costs.  All
costs and expenses incurred in administering the Plan shall be paid by the
Company or Participating Subsidiaries, including any brokerage fees on the
purchased Shares; excepting that any stamp duties, transfer taxes, fees to issue
stock certificates, and any brokerage fees on the sale price applicable to
participation in the Plan after the initial purchase of the Shares on the
Purchase Date shall be charged to the Account or brokerage account of such
Participant.

     

    11.5           Equal Rights and
Privileges.  All Eligible Employees shall have equal rights and
privileges with respect to the Plan so that the Plan qualifies as an "employee
stock purchase plan" within the meaning of Section 423 or any successor
provision of the Code and the related regulations.  Notwithstanding
the express terms of the Plan, any provision of the Plan which is inconsistent
with Section 423 or any successor provision of the Code shall without
further act or amendment by the Company or the Board be reformed to comply with
the requirements of Code Section 423.  This Section 11.5
shall take precedence over all other provisions in the Plan.

     

    11.6           Applicable
Law.  The Plan shall be governed by the substantive laws
(excluding the conflict of laws rules) of the State of Kansas.

     

    11.7           Amendment and
Termination.  The Board may amend, alter or terminate the Plan
at any time; provided, however, that no amendment which would amend or modify
the Plan in a manner requiring stockholder approval under Code Section 423 or
the requirements of any securities exchange on which the Shares are traded shall
be effective unless, within one year after it is adopted by the Board, it is
approved by the holders of a majority of the voting power of the Company’s
outstanding shares.  In addition, the Committee (if appointed under
Section 3.1) may amend the Plan as provided in Section 3.3, subject to the
conditions set forth therein and in this Section 11.7.

     

    If the Plan is terminated, the Board
may elect to terminate all outstanding options either prior to their expiration
or upon completion of the purchase of Shares on the next Purchase Date, or may
elect to permit options to expire in accordance with the terms of this Plan (and
participation to continue through such expiration dates).  If the
options are terminated prior to expiration, all funds accumulated in
Participants’ Accounts as of the date the options are terminated shall be
returned to the Participants as soon as administratively feasible.

     

    11.8           No Right of
Employment. Neither the grant nor the exercise of any rights to purchase
Shares under this Plan nor anything in this Plan shall impose upon the Company
or Participating Subsidiary any obligation to employ or continue to employ any
employee.  The right of the Company or Participating Subsidiary to
terminate any employee shall not be diminished or affected because any rights to
purchase Shares have been granted to such employee.

     

    
      
         

      

      
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    11.9           Requirements of
Law.  The Company shall not be required to sell, issue, or
deliver any Shares under this Plan if such sale, issuance, or delivery might
constitute a violation by the Company or the Participant of any provision of
law.  Unless a registration statement under the Securities Act is in
effect with respect to the Shares proposed to be delivered under the Plan, the
Company shall not be required to issue such Shares if, in the opinion of the
Company or its counsel, such issuance would violate the Securities
Act.  Regardless of whether such Shares have been registered under the
Securities Act or registered or qualified under the securities laws of any
state, the Company may impose restrictions upon the hypothecation or further
sale or transfer of such shares (including the placement of appropriate legends
on stock certificates) if, in the judgment of the Company or its counsel, such
restrictions are necessary or desirable to achieve compliance with the
provisions of the Securities Act, the securities laws of any state, or any other
law or are otherwise in the best interests of the Company.  Any
determination by the Company or its counsel in connection with any of the
foregoing shall be final and binding on all parties.

     

    If, in the opinion of the Company and
its counsel, any legend placed on a stock certificate representing Shares issued
under the Plan is no longer required in order to comply with applicable
securities or other laws, the holder of such certificate shall be entitled to
exchange such certificate for a certificate representing a like number of shares
lacking such legend.

     

    The Company may, but shall not be
obligated to, register or qualify any securities covered by the
Plan.  The Company shall not be obligated to take any other
affirmative action in order to cause the grant or exercise of any right or the
issuance, sale, or deliver of Shares pursuant to the exercise of any right to
comply with any law.

     

    11.10           Gender.  When
used herein, masculine terms shall be deemed to include the feminine, except
when the context indicates to the contrary.

     

    11.11           Withholding of
Taxes.  The Company or Participating Subsidiary may withhold
from any purchase of Shares under this Plan or any sale, transfer or other
disposition thereof any local, state, federal or foreign taxes, employment
taxes, or other taxes at such times and from such other amounts as it deems
appropriate.  The Company or Participating Subsidiary may require the
Participant to remit an amount in cash sufficient to satisfy any required
withholding amounts to the Company or Participating Subsidiary, as the case may
be.

     

    
      
         

      

      
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    Executed this 8th day of December,
2009.

     

    
      
        	 	GARMIN LTD.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Min
      H. Kao	 
	 	 	Min
      H. Kao	 
	 	 	Chairman
      and CEO	 
	 	 	 	 


      

    

     

    
      
         

      

      
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