EXHIBIT
10.1

     

    GARMIN
LTD.

    2005
EQUITY INCENTIVE PLAN

    RESTRICTED
STOCK UNIT/DEFERRED SHARES AWARD AGREEMENT

     

    To:           _______________________
("you" or the "Grantee")

     

    Date of
Grant:            _______________________

     

    NOTICE OF
GRANT:

     

    You have
been granted restricted stock units ("RSUs") (referred to as "Deferred Shares"
under the below referenced Plan) 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.  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 Deferred

              Shares Granted

            	 
      	
              Dates Payable

            	 
      	
              Date Grantee Must Be

              Employed To Receive Award

            
	 
      	 
      	 
      	 
      	 
      
	
              __________
      Shares

            	 
      	
              __________,
      2009

            	 
      	
              ______________,
      2009

            
	
              __________
      Shares

            	 
      	
              __________,
      2010

            	 
      	
              ______________,
      2010

            
	
              __________
      Shares

            	 
      	
              __________,
      2011

            	 
      	
              ______________,
      2011

            
	
              __________
      Shares

            	 
      	
              __________,
      2012

            	 
      	
              ______________,
      2012

            
	
              __________
      Shares

            	 
      	
              __________,
      2013

            	 
      	
              ______________,
      2013

            


    

    


    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.

     

    To
properly accept these Deferred Shares, you must enter your E*Trade password and
click the "Accept" button on the previous screen. Acceptances shall be made
electronically within ten (10) days of your receipt of this Notice and Award
Agreement.  By
accepting these Deferred Shares, you are also agreeing to be bound by Exhibit A,
including the restrictive covenants in Section 6 of Exhibit A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              GARMIN
      LTD.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
                      /s/  Min
      H. Kao

            	 
      
	 
      	
              Name:

            	
              Min
      H. Kao

            	 
      
	 
      	
              Title:

            	
              Chairman
      and CEO

            	 
      


    

    


    
      
        
        

      

      
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    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 Deferred
      Shares

            


    

     

    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 Deferred
Shares Granted" (the "Deferred Shares") on the Notice of
Grant.  Provided you are employed (and at all times since the Date of
Grant have been employed) by the Company on a Full-Time Basis (which, for
purposes of this Award Agreement, means regularly scheduled to work 30 hours or
more per week) and unless your right to receive the Deferred Shares has been
forfeited pursuant to Section 3 below, you will be paid a number of unrestricted
Shares equal to the aggregate number of your remaining Deferred Shares on the
dates above identified below the heading "Dates Payable" on the Notice of Grant.
For purposes of this Agreement, except where the Board otherwise determines, a
Grantee who, immediately before taking a Company-approved leave of absence, was
employed on a Full-Time Basis will be considered employed on a Full-Time Basis
during the period of such Company-approved leave.

     

    
      	
            	
              Section 3.

            	
              Effect of Termination
      of Affiliation or Cessation as Full-Time
  Employee

            


    

     

    If you have a Termination of
Affiliation or cease to be employed on a Full-Time Basis for any reason,
including termination by the Company with or without Cause, voluntary
resignation, change in employment status from full-time to part-time, death, or
Disability, the effect of such Termination of Affiliation or ceasing to be
employed on a Full-Time Basis on all or any portion of the Deferred Shares is as
provided below.   

     

    
      	
               
      

            	
              (a)

            	
              If
      you have a Termination of Affiliation on account of death or Disability,
      your Deferred Shares that were forfeitable immediately before such
      Termination of Affiliation, if any, shall thereupon become nonforfeitable
      and the Company shall, promptly settle all Deferred Shares 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 Deferred Shares;

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      you have a Termination of Affiliation during the period ("Change of
      Control Period") commencing on a Change of Control and ending on the first
      anniversary of the Change of Control, which Termination of Affiliation is
      initiated by the Company or a Subsidiary other than for Cause, or
      initiated by the Grantee for Good Reason, then your Deferred Shares that
      were forfeitable shall thereupon become nonforfeitable and the Company
      shall immediately settle all Deferred Shares by delivery to you a number
      of unrestricted Shares equal to the aggregate number of your remaining
      Deferred Shares;

            


    

     

    
      
        
        

      

      
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              (c)

            	
              If
      you have a Termination of Affiliation for Cause or for any reason other
      than for, death or Disability, or under the circumstances described in
      immediately above in Section 3(b), your Deferred Shares, 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;

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      you cease to be employed on a Full-Time Basis for any reason other than
      for death or Disability, your Deferred Shares, to the extent forfeitable
      immediately before such cessation of employment on a Full-Time Basis,
      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 Deferred Shares 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. If the Board so
determines, any share certificates issued pursuant to this Award Agreement shall
bear a legend to the effect that the Shares have been so
acquired.  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 common
shares of the Company are then listed.

     

    
      	
            	
              Section 5.

            	
              Nontransferability of
      Deferred Shares

            


    

     

    No rights
under this Award Agreement relating to the Deferred Shares 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 Deferred Shares granted to
the Grantee shall be available during his or her lifetime only to the
Grantee.

     

    
      	
            	
              Section 6.

            	
              Restrictive
      Covenants

            


    

     

    As a
condition of this Award Agreement, the Grantee's right to the Deferred Shares,
and in addition to any restrictive agreements the Grantee may have entered into
with the Company, the Grantee accepts and agrees to be bound as
follows:

     

    
      
        
        

      

      
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                (a)

              	
                Nondisclosure
      of Award Agreement Terms.  The Grantee
      agrees not to disclose or cause to be disclosed at any time, nor authorize
      anyone to disclose any information concerning this Award Agreement except
      (i) as required by law, or (ii) to the Grantee's legal and financial
      advisors who agree to be bound by this Paragraph
  6(a).

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              Noncompetition.  During
      the Grantee's employment and until one year after the Grantee ceases being
      employed by or acting as a consultant or independent contractor to the
      Company or any Subsidiary, the Grantee will not perform services as an
      employee, director, officer, consultant, independent contractor or
      advisor, or invest in, whether in the form of equity or debt, or otherwise
      have an ownership interest in any company, entity or person that directly
      competes anywhere in the United States, the United Kingdom, Taiwan, or in
      any other location outside the United States, the United Kingdom or Taiwan
      where the Company or a Subsidiary conducts or (to the Grantee's knowledge)
      plans to conduct business.  Nothing in this Section 6(b) shall,
      however, restrict the Grantee from making an investment in and owning up
      to one-percent (1%) of the common stock of any company whose stock is
      listed on a national securities exchange or actively traded in an
      over-the-counter market; provided that such investment does not give the
      Grantee the right or ability to control or influence the policy decisions
      of any direct competitor of the Company or a
  Subsidiary.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Noninterference.  During
      the Grantee's employment and until one year after the Grantee ceases being
      employed by or acting as a consultant or independent contractor to the
      Company or any Subsidiary, the Grantee will not, either directly or
      indirectly through another business or person, solicit, entice away, or
      otherwise interfere with any employee, customer, prospective customer,
      vendor, prospective vendor, supplier or other similar business relation or
      (to the Grantee's knowledge) prospective business relation of the Company
      or any Subsidiary.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Nonsolicitation.  During
      the Grantee's employment and until one year after the Grantee ceases being
      employed by or acting as a consultant or independent contractor to the
      Company or any Subsidiary, the Grantee will not, either directly or
      indirectly through another business or person, hire, recruit, employ, or
      attempt to hire, recruit or employ, or facilitate any such acts by others,
      any person then currently employed by the Company or any
      Subsidiary.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Confidentiality.  The
      Grantee acknowledges that it is the policy of the Company and its
      subsidiaries to maintain as secret and confidential all valuable and
      unique information and techniques acquired, developed or used by the
      Company and its subsidiaries relating to their businesses, operations,
      employees and customers ("Confidential Information").  The
      Grantee recognizes that the Confidential Information is the sole and
      exclusive property of the Company and its subsidiaries, and that
      disclosure of Confidential Information would cause damage to the Company
      and its subsidiaries.  The Grantee shall not at any time
      disclose or authorize anyone else to disclose any Confidential Information
      or proprietary information that (A) is disclosed to or known by the
      Grantee as a result or as a consequence of or through the Grantee's
      performance of services for the Company or any Subsidiary, (B) is not
      publicly or generally known outside the Company and (C) relates in any
      manner to the Company's business.  This obligation will continue
      even though the Grantee's employment with the Company or a Subsidiary may
      have terminated.  This paragraph 6(e) shall apply in addition
      to, and not in derogation of any other confidentiality agreements that may
      exist, now or in the future, between the Grantee and the Company or any
      Subsidiary.

            


    

     

    
      
        
        

      

      
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              (f)

            	
              No
      Detrimental Communications.  The Grantee agrees not to
      disclose or cause to be disclosed at any time any untrue, negative,
      adverse or derogatory comments or information about the Company or any
      Subsidiary, about any product or service provided by the Company or any
      Subsidiary, or about prospects for the future of the Company or any
      Subsidiary.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Remedy.  The
      Grantee acknowledges the consideration provided herein (absent the
      Grantee's agreement to this Section 6) is more than the Company is
      obligated to pay, and the Grantee further acknowledges that irreparable
      harm would result from any breach of this Section and monetary damages
      would not provide adequate relief or remedy. Accordingly, the Grantee
      specifically agrees that, if the Grantee breaches any of the Grantee's
      obligations under this Section 6, the Company and any Subsidiary shall be
      entitled to injunctive relief therefor, and in particular, without
      limiting the generality of the foregoing, neither the Company nor any
      Subsidiary shall be precluded from pursuing any and all remedies they may
      have at law or in equity for breach of such obligations.  In
      addition, this Award Agreement and all of Grantee's right hereunder shall
      terminate immediately the first date on which the Grantee engages in such
      activity and the Board shall be entitled on or after the first date on
      which the Grantee engages in such activity to require the Grantee to
      return any Shares obtained by the Grantee's upon vesting of any Deferred
      Shares to the Company and to require the Grantee to repay any proceeds
      received at any time from the sale of Shares obtained by the Grantee
      pursuant to the vesting of any Deferred Shares (plus interest on such
      amount from the date received at a rate equal to the prime lending rate as
      announced from time to time in The Wall Street
      Journal) and to recover all reasonable attorneys' fees and expenses
      incurred in terminating this Award Agreement and recovering such Shares
      and proceeds.

            


    

     

    
      	
            	
              Section 7.

            	
              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 certificates for 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 (i) 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 Deferred
Shares and (ii) does not have nor may he or she exercise any voting rights with
respect to any of the Deferred Shares, in both cases (i) and (ii) above, unless
and until the actual Shares underlying the Deferred Shares have been delivered
pursuant to this Award Agreement.

     

    
      	
            	
              Section 8.

            	
              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.

     

    
      
        
        

      

      
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              Section 9.

            	
              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
10.

            	
              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
11.

            	
              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
12.

            	
              Withholding

            


    

     

    At the
time the Deferred Shares are delivered to you pursuant to this Award Agreement,
the Company will be obligated to pay withholding taxes on your
behalf.  Accordingly, the Company shall have the power to withhold, or
require you to remit to the Company, an amount sufficient to satisfy any such
federal, state, local or foreign withholding tax requirements.  At the
Company's discretion, withholding may be taken from other compensation payable
to you or may be satisfied by reducing the number of Deferred Shares deliverable
to you.

     

    
      	
            	
              Section
13.

            	
              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, 1200 East 151st Street, Olathe, KS
66062.  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 13.

     

    
      
        
        

      

      
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              Section
14.

            	
              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.  Additionally, if any of the covenants in Section 6 are
determined by a court to be unenforceable in whole or in part because of such
covenant's duration or geographical or other scope, such court shall have the
power to modify the duration or scope of such provision as the case may be, so
as to cause such covenant, as so modified, to be enforceable.

     

    
      	
            	
              Section
15.

            	
              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
16.

            	
              Governing
      Law

            


    

     

    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.

     

    
      
        
        

      

      
        8