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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/08/07 Garmin Ltd 10-Q 3/31/07 6:743K Vintage/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 359K 2: EX-10.1 Material Contract HTML 62K 3: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K 4: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K 5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 10K 6: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 11K
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Grant
Date:
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__________________ |
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Total
Number of Shares Subject to SARs
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__________________
(_______)
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Exercise
Price per Share ($):
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$___.___
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Expiration
Date:
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__________________ |
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GARMIN
LTD.
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| By: | ||
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Name:
Min H. Kao
Title:
Chairman and CEO
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(a)
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During
the Grantee's lifetime, this SAR may be exercised only by the Grantee.
This SAR, except as specifically provided elsewhere under the terms
of the
Plan, shall become exercisable as
follows:
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Years
Elapsed from Grant Date
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Percentage
of SAR Exercisable
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1
Year
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20%
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2
Years
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40%
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3
Years
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60%
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4
Years
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80%
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5
Or More Years
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100%
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(b)
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In
the event of the Grantee's death or Disability while the Grantee
is
employed on a "Full-Time
Basis" (as defined below) by the Company, the SAR shall become fully
exercisable. For purposes of this Agreement, "Full-Time Basis" means
the
Grantee is regularly scheduled to work 30 or more hours per week.
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.
If the
Grantee dies or becomes Disabled following the Grantee's Termination
of
Affiliation, or following the Grantee ceasing to be employed on a
Full-Time Basis, the exercisability of the SAR shall not accelerate
due to
such death or Disability and shall be exercisable only to the extent
it
was exercisable on the date of the Grantee's Termination of Affiliation
or
the date the Grantee ceased to be employed on a Full-Time
Basis.
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(a)
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set
forth the number of Shares with respect to which the SAR is to be
exercised (such number must be in a minimum amount of 50 Shares);
and
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(a)
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If
the Grantee has a Termination of Affiliation within the SAR Term
for
Cause, the SAR shall thereafter be void for all purposes upon such
Termination of Affiliation. The effect of this Section 7(a) shall
be
limited to determining the conditions under which a SAR may be rendered
null and void, and nothing in this Section 7(a) shall restrict or
otherwise interfere with the Company's discretion with respect to
the
termination of any employee's employment with the
Company.
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(b)
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If
the Grantee has a Termination of Affiliation or ceases to be employed
on a
Full-Time Basis within the SAR Term due to the Grantee's voluntary
resignation, change in employment status from full-time to part-time,
or
termination by the Company other than for Cause, the SAR may be exercised
by the Grantee at any time prior to 5:00 P.M., U.S. Central Time,
on the
ninetieth (90th) calendar day following the Grantee's Termination
of
Affiliation or the date Grantee ceased to be employed on a Full-Time
Basis, as the case may be, (but in no event later than the Expiration
Date). If such ninetieth (90th) day shall not be a Business Day,
then the
SAR shall expire at 5:00 P.M., U.S. Central Time, on the first (1st)
Business Day immediately following such ninetieth (90th) day. In
any such
case, the SAR may be exercised only as to the Shares as to which
the SAR
had become exercisable on or before the date of the Termination of
Affiliation or the date the Grantee ceased to be employed on a Full-Time
Basis, as the case may be.
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(c)
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If
the Grantee dies or becomes Disabled within the SAR Term (A) while
he or
she is employed on a Full-Time Basis, or (B) within the ninety-day
period
referred to in clause (b) above, the SAR may be exercised by the
Grantee
or the Grantee's Beneficiaries entitled to do so at any time prior
to 5:00
P.M., U.S. Central Time, on the 365th
calendar day following the date of the Grantee's death or Disability
(but
in no event later than the Expiration Date). If such 365th
day is not a Business Day, then the SAR shall expire at 5:00 P.M.,
U.S.
Central Time, on the first (1st) Business Day immediately following
such
365th
day. In any such case, the SAR may be exercised only as to the Shares
as
to which the SAR had become exercisable on or before the date of
the
Grantee's death or Disability, or at such time as the Grantee ceased
to be
employed on a Full-Time Basis, whichever is
earlier.
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(d)
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If
the Grantee has a Termination of Affiliation during a Change in Control
Period (which is the one year period following a Change of Control)
and
such Termination of Affiliation is initiated by the Company or a
Subsidiary other than for Cause or initiated by the Grantee for Good
Reason, then all SARs shall immediately become exercisable and may
be
exercised, in whole or in part, by the Grantee at any time prior
to 5:00
P.M., U.S. Central Time, on the ninetieth (90th) calendar day following
the Grantee's Termination of Affiliation (but in no event later than
the
Expiration Date).
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(a)
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Nondisclosure
of SAR 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 or the Grantee's SAR except (i) as required by law, or
(ii) to a
permitted transferee listed in Section 9 who agrees to be bound by
this
Paragraph 10(a), or (iii) to the Grantee's legal and financial advisors
who agree to be bound by this Paragraph
10(a).
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(b)
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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 10(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.
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(c)
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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.
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(d)
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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.
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(e)
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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 10(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)
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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.
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(g)
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Remedy.
The Grantee acknowledges the consideration provided herein (absent
the
Grantee's agreement to this Section 10) is more than Garmin 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 9, 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 SAR 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 exercise of this SAR
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's exercise of
this
SAR (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 SAR and recovering such Shares and
proceeds.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/21 Garmin Ltd. 10-K 12/26/20 96:17M ActiveDisclosure/FA |