Exhibit 10.4


 


GARMIN LTD.

2011 NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN


as amended and restated on October
21, 2016

RESTRICTED STOCK UNIT AWARD AGREEMENT 




 


To:          _______________________ (“you” or the
“Grantee”)


 


Date of Grant:      _______________________


 


Notice
of Grant:


 


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:


 


	
         

        Number of RSUs Granted
	 	Dates Payable	 	
        Date Grantee Must Be

        a Director To Receive Award

	 	 	 	 	 
	__________ Shares	 	__________, 2016 	 	______________, 2016
	__________ Shares	 	__________, 2017	 	______________, 2017
	__________ Shares	 	__________, 2018	 	______________, 2018


 


In order to fully understand your rights
under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit
A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of
capitalized terms used in this Agreement.


 


By accepting these RSUs, you are also
agreeing to be bound by Exhibit A.


 


	 	 	GARMIN LTD.
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Clifton A. Pemble
	 	 	Title:	President and CEO


 


	Grantee:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Date:	 	 	 


 




    	 	 	 



     


    

 


EXHIBIT A


 


AGREEMENT:


 


In consideration of
the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company,
the Grantee and the Company agree as follows:


 


Section
1.          Incorporation of Plan


 


All provisions of this
Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers
of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth
in the Plan.


 


Section
2.          Grant of RSUs


 


As of the Date of Grant
identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity
to receive that number of unrestricted Shares identified below the heading “Number of RSUs Granted” on the Notice of
Grant (the “RSUs”). Provided you are a member of the Company’s Board of Directors (and at all times since the Date
of Grant have been a member of the Company’s Board of Directors) and unless your right to receive the RSUs has been forfeited
pursuant to Section 3 below, then (subject to Section 11 below) you will be paid a number of unrestricted Shares equal to the aggregate
number of your remaining RSUs on the dates above identified below the heading “Dates Payable” on the Notice of Grant.
If a date under “Dates Payable” is a Saturday or Sunday or any other non-business day, then you will be paid the Shares
payable on that date on the next business day.


 


Section
3.          Effect of Termination of Affiliation 


 


If you have a Termination
of Affiliation for any reason, the effect of such Termination of Affiliation on all or any portion of the RSUs is as provided below.


 


		(a)	If you have a Termination of Affiliation on account of death, Disability,
retirement on or after attaining Mandatory Retirement Age, a “Retirement” as defined below, or your removal by the
Company other than for Cause (including without limitation the Company’s decision not to slate you for reelection), your
RSUs that were forfeitable immediately before such Termination of Affiliation, if any, shall thereupon become nonforfeitable and
the Company shall, promptly settle all RSUs by delivery to you (or, after your death, to your personal representative or designated
beneficiary) a number of unrestricted Shares equal to the aggregate number of your remaining RSUs. A “Retirement” for
purposes of this Award Agreement means the Grantee’s ceasing to be a member of the Company’s Board of Directors other
than for Cause after 5 years of service on the Board



 


		(b)	If you have a Termination of Affiliation for Cause or for any reason
other than under the circumstances described immediately above in Section 3(a) (including without limitation your failure to be
reelected to the Company’s Board of Directors, your voluntary resignation or your failure to run for reelection to the Company’s
Board of Directors), your RSUs, to the extent forfeitable immediately before such Termination of Affiliation, shall thereupon automatically
be forfeited and you shall have no further rights under this Award Agreement. 



 






    	 	 	 



     


    

 


Section
4.          Investment Intent


 


The Grantee agrees
that the Shares acquired pursuant to the vesting of one or more tranches of RSUs shall be acquired for his/her own account for
investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the
meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. The Company may, but in no
event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and
regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification,
or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer
of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory
to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or
(b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities
laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee
agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares
of the Company are then listed.


 


Section
5.          Nontransferability of RSUs


 


No rights under this
Award Agreement relating to the RSUs may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including,
unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal
separation or divorce proceeding. All rights with respect to the RSUs granted to the Grantee shall be available during his or her
lifetime only to the Grantee.


 


Section
6.          Status of the Grantee


 


The Grantee shall not
be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the
underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any Shares pursuant
to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed
on any securities exchange on which the Shares may then be listed. Grantee (a) is not entitled to receive any dividends or dividend
equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the
RSUs and (b) does not have nor may he or she exercise any voting rights with respect to any of the RSUs, in both cases (a) and
(b) above, unless and until the actual Shares underlying the RSUs have been delivered pursuant to this Award Agreement.


 


Section
7.          No Effect on Capital Structure


 


This Award Agreement
shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge,
consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.


 






    	 	 	 



     


    

 


Section
8.          Adjustments


 


Notwithstanding any
provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration
therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate
number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect
the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated.
In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.


 


Section
9.          Amendments 


 


This Award Agreement
may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award
Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except
as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee’s rights under this Award Agreement
without the Grantee’s consent.


 


Section
10.       Board Authority


 


Any questions concerning
the interpretation of this Award Agreement, any adjustments required to be made under Sections 9 or 10 of this Award Agreement,
and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.


 


Section
11.       Withholding


 


To the extent applicable
under applicable tax laws, whenever Shares are to be delivered to you upon payment of this Award (the date such Shares are delivered
to you is hereinafter referred to as the “Tax Date”), the Company shall be entitled to require and may accommodate your
request if so requested, to satisfy all Federal and Cantonal withholding taxes, including Social Security taxes related thereto,
by one or a combination of the following methods:


 


		(a)	Your payment of an amount in cash equal to the amount to be withheld;



 


		(b)	Withholding from those Shares that would otherwise be delivered to you under the Award a number
of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or



 


		(c)	Withholding from compensation otherwise due to you.



 


Any fractional share
amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no timely election
is made, the Grantee must deliver cash to satisfy all tax withholding requirements.


 






    	 	 	 



     


    

 


Section
12.       Notice


 


Whenever any notice
is required or permitted hereunder, such notice must be given in writing by (a) personal delivery, or (b) expedited, recognized
delivery service with proof of delivery, or (c) United States Mail, postage prepaid, certified mail, return receipt requested,
or (d) telecopy or email (provided that the telecopy or email is confirmed). Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered on the date which it was personally delivered, sent to the intended addressee, or, whether actually
received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid,
addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered
in accordance herewith. The Company or the Grantee may change, at any time and from time to time, by written notice to the other,
the address specified for receiving notices. Until changed in accordance herewith, the Company’s address for receiving notices
shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the
Grantee’s address for receiving notices shall be the last known address of the Grantee on the Company’s records. It shall be the
Grantee’s sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in
accordance with this Section 12.


 


Section
13.       Severability


 


If any part of this
Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall
not serve to invalidate any part of this Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful
or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible
while remaining lawful and valid.


 


Section
14.      Binding Effect


 


This Award Agreement
shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.


 


Section
15.       Governing Law and Jurisdiction


 


This
Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws
of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary. Except as otherwise provided
by mandatory forum requirements of the applicable law, the courts of the State of Kansas shall have exclusive jurisdiction with
regard to any disputes under the Plan. The Company shall retain,
however, in addition the right to bring any claim in any other appropriate forum.