Exhibit 10.1


 


MEMORANDUM OF AGREEMENT


 


THIS MEMORANDUM OF AGREEMENT (the
“MOA”), entered into this 14th day of March, 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”).


 


WHEREAS, Garmin is the supplier
of the avionics system for the Lear 70 and Lear 75 aircraft (the “Aircraft”) currently in development for Learjet
Inc., a Kansas corporation which is a wholly-owned subsidiary of Bombardier, (the “Program”); and


 


WHEREAS, Garmin is willing to assist
its business partner in connection with completion and costs of the Program.


 


NOW, THEREFORE,
in consideration of the covenants and conditions hereinafter set forth, and intending to be legally bound the one to the other,
the Parties agree as follows:


 


		1.	Scope of Agreement. Garmin
                                                                shall advance to Bombardier the sums
                                                                identified in Schedule A on or before the dates set forth in Schedule
                                                                A for each sum identified (the “Advance Payment(s)”).
                                                                Except as set forth elsewhere in this MOA there shall be no interest
                                                                and/or fees in connection with the sums being advanced by Garmin.
                                                                In no event whatsoever shall Garmin be required to advance sums
                                                                in excess of one hundred seventy three million seven hundred and
                                                                eight thousand dollars ($173,708,000.00). All references to dollars
                                                                in this MOA are to United States dollars. 



 


		2.	Repayment. Conditional
                                                                upon Garmin having (i) returned to Learjet flight test vehicle
                                                                45-2129 no later than July 11th , 2013; and (ii) delivered
                                                                the Garmin software and hardware that achieve the G5000 functionality
                                                                that is required in order for the test plans for the test points
                                                                listed in Schedule B to the MOA, including any changes or exceptions
                                                                to those test plans that are deemed mutually acceptable by Garmin
                                                                and by the Learjet ODA Unit Members,
                                                                to be successfully completed by July 11th, 2013, Bombardier
                                                                shall repay the Advance Payments made by Garmin pursuant to this
                                                                MOA in accordance with the Bombardier Repayment Schedule set forth
                                                                in Schedule A. Should the completion of either of the above two
                                                                milestones be delayed due solely to Garmin’s execution,
                                                                Bombardier’s repayment obligation shall be suspended until
                                                                Garmin completes all the milestones and the repayment dates in
                                                                the Bombardier Repayment Schedule shall be extended by
                                                                a number of days equal to whichever is greater of the number of
                                                                days by which the completion of either of the milestones has been
                                                                delayed. In the event that an Advance
                                                                Payment is not timely repaid to Garmin (a “Delinquent
                                                                Repayment”) then the Delinquent Repayment shall carry
                                                                interest from the date said Delinquent Repayment should have been
                                                                paid to the date said Delinquent Repayment is actually paid at
                                                                the lower of the following rate: ten percent per annum; or the
                                                                maximum rate permitted by applicable law. In the event that Garmin
                                                                engages legal counsel in connection with collection of any sums
                                                                that are not timely repaid Garmin shall be entitled to recover
                                                                from Bombardier its reasonable attorney fees and court costs.
                                                                



 


All payments to be made by Bombardier
to Garmin hereunder shall be made without deduction for any withholding, counterclaim, defense, recoupment or set-off whatsoever.
Bombardier waives any and all right to assert any legal or equitable defenses (except for Bombardier’s full performance
hereunder), set-off, withholding, counterclaim or cross-claim of any nature whatsoever as a basis not to repay some or all of
the $173,708,000.00plus interest, if applicable, under the terms of this MOA, in any action
or proceeding brought by Garmin to collect on the obligations of Bombardier hereunder, or any portion thereof, or in any action
or proceeding brought by Bombardier to determine its obligations hereunder. Bombardier waives presentment, demand, notice, protest
and all other demands or notices in connection with the delivery, acceptance, performance, default or enforcement of this MOA.


 




    	 



    	 



    

 


		3.	Term & Termination.
                                                                The term of this MOA shall commence upon signature by all Parties,
                                                                shall bind all Parties’ successors in interest, and shall
                                                                terminate only upon the repayment in full by Bombardier to Garmin
                                                                of the Advance Payments provided under Section 1.
                                                                



 


		4.	Relationship of Parties. Each Party is an independent contractor and each Party agrees to be responsible for its respective federal, state, provincial
and local taxes, withholding, insurance, and any other benefits. Each Party shall bear their own costs and expenses in connection
with their respective responsibilities under this MOA. Nothing in this MOA shall grant to either Party the right to make commitments
of any kind for, or on behalf of, the other Party without the prior written consent of the other Party. Nothing herein shall grant
any ownership right or license to use any data disclosed hereunder, except for the purpose as stated herein.



 


		5.	Notices. All notices and
                                                                other communications required or authorized hereunder shall be
                                                                given in writing either by personal delivery, by means of a bonded
                                                                delivery service (such as FedEx or DHL), or by registered or certified
                                                                express mail addressed to the other Party as follows:



 


	Bombardier	Garmin
	 	 
	Bombardier Aerospace	Garmin International, Inc.
	400 Côte-Vertu Ouest	1200 East 151st Street
	Dorval, Québec, Canada  	Olathe, Kansas 66062
	 	 
	Attn: Director Supply Chain	Attn:  Kevin Rauckman, CFO
	Avionics and Interiors	 
	Fax:  514-855-8436	Fax: 913-397-8111


 


With
a copy to:


 


Attn: Director
Legal Services


Supply
Chain


Fax: 514-855-7502


 


		6.	Confidentiality. Each Party
                                                                agrees that all confidential and proprietary information exchanged
                                                                in connection with the discussions and negotiation of this MOA
                                                                are particular to each Party and are to be considered as confidential
                                                                information, and shall not be disclosed, except to the extent
                                                                necessary under applicable law, stock listing requirements and/or
                                                                financial institution requirements (provided any such financial
                                                                institution is bound by an obligation of confidentiality), to
                                                                any other person, firm or corporation, other than a Party’s
                                                                auditor, legal counsel or employee who has a need to know and
                                                                is bound by an obligation of confidentiality, or be used by the
                                                                receiving party for its own or any other person’s or entity’s
                                                                benefit except as provided herein, and shall be held and used
                                                                with the same degree of care to avoid disclosure as the receiving
                                                                Party would employ with respect to its own confidential or proprietary
                                                                information. Each Party further agrees that it shall not use any
                                                                confidential or proprietary information received by it for any
                                                                purpose that may be adverse to any Party except in connection
                                                                with enforcement of this MOA. Bombardier acknowledges that Garmin
                                                                will be required to publicly file this MOA as part of its securities
                                                                laws filing obligations and that such filings do not constitute
                                                                a violation of this MOA.



 




    	 



    	 



    

 


		7.	Remedy. Any and all failures,
                                                                delays, or forbearances of a Party in insisting upon or enforcing
                                                                at any time or times any of the terms and conditions of this MOA,
                                                                or to exercise any rights or remedies under this MOA, shall not
                                                                be construed as a waiver or relinquishment of any such terms and
                                                                conditions, rights or remedies in those or any other instances;
                                                                rather, the same shall be and
                                                                remain in full force and effect. The waiver of any breach of any
                                                                term, provision, covenant or condition herein contained shall
                                                                not be deemed to be a waiver of any: a) subsequent breach
                                                                of such term, provision, covenant or condition; or b) other
                                                                term, provision, covenant, or condition. The invalidity in whole
                                                                or in part of any term and condition contained herein shall not
                                                                affect the validity of any other term and condition. If any provision
                                                                of this MOA is found to be unenforceable, the unenforceable provision
                                                                shall be modified to the limited extent required to permit the
                                                                enforcement of this MOA in a manner most closely approximating
                                                                the intention of the Parties as stated expressly in this MOA.
                                                                The rights and remedies provided pursuant to this MOA shall be
                                                                cumulative and in addition to any other rights and remedies provided
                                                                by law or equity. Garmin agrees to provide to Bombardier a five
                                                                (5) business day cure period in the event Bombardier fails to
                                                                repay Garmin in accordance with Section 2.



 


		8.	Governing Law and Jurisdiction.
                                                                This MOA shall be construed and all disputes hereunder shall be
                                                                settled in accordance with the laws of the United States of America
                                                                and the State of Kansas, excluding its conflict of laws provisions.
                                                                Except for actions to enforce judgments the exclusive jurisdiction
                                                                for resolution of disputes and/or litigation related to this MOA
                                                                and/or the advancing of sums by Garmin and/or the repayment of
                                                                sums to Garmin shall be in the Kansas State Courts and/or the
                                                                Federal Courts for the District of Kansas.



 


		9.	Authority to Execute. Each
                                                                Party represents and warrants that their respective representative(s)
                                                                identified below have obtained all corporate and/or Board of Director
                                                                approvals and have due delegation of authority to execute and
                                                                deliver this MOA, that the performance of this MOA has been duly
                                                                authorized and that this MOA constitutes a legal, valid, and binding
                                                                obligation enforceable against them. All Parties further represent
                                                                and warrant that the execution, delivery and performance of this
                                                                MOA does not violate, conflict with or result in a default under
                                                                any contract, organizational document, any law, rule, regulation,
                                                                order, writ, injunction or decree of any court or governmental
                                                                instrumentality or arbitration panel to which it or any of its
                                                                affiliates is subject or any indenture, agreement or other instrument
                                                                to which it or any of its affiliates is a party or by which any
                                                                of their assets or properties is bound or affected.



 


		10.	Assignment. Neither Party
                                                                 shall be permitted to assign this MOA or any of its rights or
                                                                 obligations hereunder without the other Parties’ prior
                                                                 written consent, which consent shall not be unreasonably withheld
                                                                 or delayed.



 


		11.	Jointly Drafted. This
                                                                 MOA was jointly drafted by the Parties. No rule of strict construction
                                                                 shall be applied against either Party.



 


		12.	JURY TRIAL WAIVER.
                                                                 ALL PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY AND ALL
                                                                 LITIGATION RELATED TO THIS MOA AND THE TRANSACTIONS CONTEMPLATED
                                                                 BY THIS MOA. 



 


[Intentionally Left Blank]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the Parties hereto have caused this MOA to be properly executed in duplicate by their duly authorized officers, principals, partners
or designees on the date set forth below their names. 


 


	Bombardier Inc.	 
	 	 
	/s/ Mairead Lavery	 
	By: 	Mairead Lavery	 
	Title:	Vice President Finance	 
	 	 	 
	Date: 	March 14th 2013	 
	 	 	 
	/s/ Christian Poupart for Janice Davis	 
	By: 	Janice Davis	 
	Title:	Vice President Supply Chain	 
	 	Bombardier Aerospace	 
	Date: 	March 14th 2013	 
	 	 	 
	Garmin International, Inc.	 
	 	 	 
	By:  	/s/ Kevin Rauckman	 
	Title:  	Kevin Rauckman	 
	Date:  	March 14, 2013	 


 




    	 



    	 



    

 


SCHEDULE A


PAYMENT AND REPAYMENT SCHEDULE


 


Garmin Cash Advance
Schedule to Bombardier


 


	1) March 22th, 2013:	Eighteen Million Three Hundred Twenty Four
    Thousand Dollars ($18.324M)
	 	 
	2) April 19th, 2013:	Ten Million Nine Hundred Forty Thousand Dollars ($10.940M)
	 	 
	3) May 24th, 2013:	Twenty Million Eight Hundred Forty Three Thousand Dollars ($20.843M)
	 	 
	4) June 21st, 2013:	Thirty One Million Nine Hundred Thirteen Thousand Dollars ($31.913M)
	 	 
	5) July 19th, 2013:	Twenty Seven Million Fifty Four Thousand Dollars ($27.054M)
	 	 
	6) August 23rd, 2013:	Twenty Five Million One Hundred Twenty Thousand Dollars ($25.120M)
	 	 
	7) September 20th, 2013:	Thirty Nine Million Five Hundred Fourteen Thousand Dollars ($39.514M)


   





Bombardier repayment
Schedule to Garmin (conditional upon Garmin (i) returning to Learjet flight test vehicle 45-2129 no later than
July 11th, 2013; and (ii) delivering the Garmin software and hardware that achieve the G5000 functionality that is required in
order for the test plans for the test points listed in Schedule B to the MOA, including any changes or exceptions to those test
plans that are deemed mutually acceptable by Garmin and by the Learjet ODA Unit Members, to be successfully completed by July
11th, 2013.)


  


	1) November 1st, 2013:	Thirty Six Million Three Hundred Thirty Nine Thousand Dollars  ($36.339M)
	 	 
	2) December 6th, 2013:	Twenty Five Million One Hundred Ninety Three Thousand Dollars ($25.193M)
	 	 
	3) January 8th, 2014:	Eighteen Million Six Hundred Sixty Four Thousand Dollars($18.664M)
	 	 
	4) February 7th, 2014:	Fifty Million Six Hundred Fifty Thousand Dollars ($50.650M)
	 	 
	5) March 7th, 2014:	Forty Two Million Eight Hundred Sixty Two Thousand Dollars ($42.862M)







 




    	 



    	 



    

 


SCHEDULE
B


AIRCRAFT
AVIONICS SYSTEM STC REQUIREMENTS


[Redacted]*


 


* This information has been redacted and omitted pursuant to
a request for confidential treatment, and the information has been filed with the Securities and Exchange Commission separately.