EXHIBIT
      10.1

     

     

     

    


     

    GARMIN
      LTD.

     

    EMPLOYEE
      STOCK PURCHASE PLAN

    


    


    Amended
      and Restated

    


    Effective
      July 5, 2006

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	 	 	
                Page

              
	 	 	 
	
                I.

              	
                Purpose
                  and Effective Date

              	
                1

              
	
                II.

              	
                Definitions

              	
                1

              
	
                III.

              	
                Administration

              	
                4

              
	
                IV.

              	
                Number
                  of Shares

              	
                5

              
	
                V.

              	
                Eligibility
                  Requirements

              	
                5

              
	
                VI.
                  

              	
                Enrollment

              	
                6

              
	
                VII.

              	
                Grant
                  of Options on Enrollment

              	
                6

              
	
                VIII.

              	
                Payroll
                  Deductions

              	
                7

              
	
                IX.

              	
                Purchase
                  of Shares

              	
                8

              
	
                X.

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

              	
                9

              
	
                XI.

              	
                Miscellaneous

              	
                11

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    GARMIN
      LTD.

    EMPLOYEE
      STOCK PURCHASE PLAN


    


    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
      shall be effective on the Effective Date stated below, subject to the approval
      of the Company’s stockholders within one year before or one year after the date
      the Plan is approved by the Board of Directors of the Company. 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) the period commencing
      on
      the Effective Date and ending on December 31, 2001; and (b) thereafter a period
      of 12 calendar months commencing on each successive January 1 and ending on
      December 31, or such other period not in excess of 12 months as the
      Administrator may specify from time to time. The Administrator may modify or
      suspend Accumulation Periods at any time 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.

     

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

     

    
      
         

      

      
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    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   "Effective
      Date"
      means
      the IPO Date.

     

    2.11   "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.

     

    2.12   "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).

     

    2.13   "Enrollment
      Date"
      means
      the Effective Date, and thereafter the first Trading Day of an Accumulation
      Period beginning after January 1, 2000.

     

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

     

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

     

    (a)   if
      the
      security is listed on the National Association of Securities Dealers Inc.’s
      NASDAQ National Market ("NASDAQ/NMS"), 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, or

     

    (b)   if
      the
      security is not listed on the NASDAQ/NMS, but is listed on the New York Stock
      Exchange, 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,
      or

     

    (c)   if
      the
      security is not listed on the New York Stock Exchange or NASDAQ/NMS, the closing
      price, regular way, on such other national exchange on which the security is
      listed and principally traded, 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, or

     

    (d)   if
      the
      security is not listed for trading on a national securities exchange or
      authorized for quotation on NASDAQ/NMS, the average of the closing bid and
      asked
      prices as reported by the National Association of Securities Dealers Automated
      Quotation System ("NASDAQ") or, if no such prices shall have been so reported
      for such date, on the latest preceding date for which such prices were so
      reported, or

     

    
      
         

      

      
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    (e)   if
      the
      security is not listed for trading on a national securities exchange or is
      not
      authorized for quotation on NASDAQ/NMS or NASDAQ, the fair market value of
      the
      security as determined in good faith by the Board.

     

    Notwithstanding
      the above, for purposes of determining the number of Shares under Section 7.3
      and purchase price under Section 9.4, Fair Market Value on the Effective Date
      shall mean the price to the public pursuant to the form of final prospectus
      used
      in connection with the IPO as indicated on the cover page of such prospectus,
      or
      otherwise.

     

    2.16   "IPO"
      means
      an initial public offering of Shares as contemplated in the registration
      statement on form S-1 filed by the Company with the U.S. Securities and Exchange
      Commission on September 11, 2000. 

     

    2.17   "IPO
      Date"
      means
      the effective date of the underwriting agreement between the Company and the
      underwriters of the IPO.

     

    2.18   "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.

     

    2.19   "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.

     

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

     

    2.21   "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.

     

    2.22   "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.

     

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

     

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

     

    2.25   "Share"
      means a
      common share, $.01 par value, of Garmin Ltd.

     

    
      
         

      

      
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    2.26   "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.

     

    2.27   "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.

     

    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.

     

    
      
         

      

      
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    IV.    Number
      of Shares

     

    4.1    One
      million (1,000,000) 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
      which occurs after the IPO Date, 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.

     

    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

     

    
      
         

      

      
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    (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.
      

     

    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.

     

    Notwithstanding
      anything in the Plan to the contrary, for the initial Accumulation Period the
      Administrator may upon notice to Eligible Employees give effect to payroll
      deductions as of a payroll period with a pay date after the Cut-Off Date for
      the
      Accumulation Period, with such deductions effective as to all or a portion
      of
      Base Earnings either payable or earned on or after the Effective Date.


     

    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.

     

    
      
         

      

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

     

    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.

     

    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.

     

    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.

     

    
      
         

      

      
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    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.

     

    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.

     

    
      
         

      

      
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    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 December 1 immediately preceding the
      Purchase Date for such Accumulation Period). 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. 

     

    (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).

     

    
      
         

      

      
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    (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 Board (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.

     

    Executed
      this 5th
      day of
      July, 2006.

    
      	 	 	 
	 	
              GARMIN
                LTD.

            
	 
 	 
 	 
 
	 	By:  	/s/ Min
              H. Kao
	 	
              

              Min
                H. Kao

              Chairman
                and Chief Executive Officer

            
	 	 


    

     

    
      
         

      

      
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