Switzerland
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0-31983
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98-0229227
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(State or other
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(Commission
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(I.R.S. Employer
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jurisdiction
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File Number)
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Identification No.)
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of incorporation)
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(i)
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Earnings (either in the aggregate or on a per-share basis);
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(ii)
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Operating profit (either in the aggregate or on a per-share basis);
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(iii)
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Operating income (either in the aggregate or on a per-share basis);
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(iv)
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Net earnings on either a LIFO or FIFO basis (either in the aggregate or on a per-share basis);
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(v)
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Net income or loss (either in the aggregate or on a per-share basis);
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(vi)
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Ratio of debt to debt plus equity;
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(vii)
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Net borrowing;
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(viii)
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Credit quality or debt ratings;
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(ix)
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Inventory levels, inventory turn or shrinkage;
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(x)
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Cash flow provided by operations (either in the aggregate or on a per-share basis);
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(xi)
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Free cash flow (either in the aggregate or on a per-share basis);
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(xii)
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Reductions in expense levels, determined either on a Company-wide basis or in respect of any one or more business units;
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(xiii)
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Operating and maintenance cost management and employee productivity;
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(xiv)
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Gross margin;
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(xv)
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Return measures (including return on assets, equity, or sales);
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(xvi)
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Productivity increases;
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(xvii)
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Share price (including attainment of a specified per-share price during the relevant performance period; growth measures and total shareholder return or attainment by the shares of a specified price for a specified period of time);
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(xviii)
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Where applicable, growth or rate of growth of any of the above business criteria;
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(xix)
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Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;
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(xx)
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Achievement of business or operational goals such as market share and/or business development; and/or
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(xxi)
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Accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions.
|
For
|
Withheld
|
Abstentions
1
|
||||
Donald H. Eller
|
122,449.192
|
1,412,362
|
51,957075
|
|||
Clifton A. Pemble
|
|
123,492,037
|
|
369,517
|
|
51,957,075
|
|
(a)
|
Not applicable.
|
|
(b)
|
Not applicable.
|
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(c)
|
Not applicable.
|
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(d)
|
Exhibits. The following exhibits are furnished herewith.
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Exhibit No.
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Description
|
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10.1
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Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (incorporated by reference to Schedule 1 to Garmin’s Definitive Proxy Statement filed on Schedule 14A on April 21, 2011)
|
10.2
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan
|
99.1
|
Press Release dated June 3, 2011 (furnished pursuant to Item 8.01)
|
GARMIN LTD
.
|
|
Date: June 6, 2011
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/s/ Andrew R. Etkind
|
Andrew R. Etkind
|
|
Vice President, General Counsel and
Secretary |
Exhibit No.
|
Description
|
|
10.1
|
Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan (incorporated by reference to Schedule 1 to Garmin’s Definitive Proxy Statement filed on Schedule 14A on April 21, 2011)
|
|
10.2
|
Form of Restricted Stock Unit Award Agreement pursuant to the Garmin Ltd. 2011 Non-Employee Directors’ Equity Incentive Plan
|
|
99.1
|
Press Release dated June 3, 2011 (furnished pursuant to Item 8.01)
|
Number of RSUs Granted
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Dates Payable
|
Date Grantee Must Be
a Director To Receive Award
|
||
__________ Shares
|
__________, 2012
|
______________, 2012
|
||
__________ Shares
|
__________, 2013
|
______________, 2013
|
||
__________ Shares
|
__________, 2014
|
______________, 2014
|
GARMIN LTD.
|
|||
By:
|
/s/ Min H. Kao
|
||
Name:
|
Min H. Kao
|
||
Title:
|
Chairman and CEO
|
Grantee:
|
||
|
||
Date:
|
|
|
Section 1.
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Incorporation of Plan
|
|
Section 2.
|
Grant of RSUs
|
|
Section 3.
|
Effect of Termination of Affiliation
|
|
(a)
|
If you have a Termination of Affiliation on account of death, Disability, retirement on or after attaining Mandatory Retirement Age, or your removal by the Company other than for Cause (including without limitation the Company’s decision not to slate you for reelection), your RSUs that were forfeitable immediately before such Termination of Affiliation, if any, shall thereupon become nonforfeitable and the Company shall, promptly settle all RSUs by delivery to you (or, after your death, to your personal representative or designated beneficiary) a number of unrestricted Shares equal to the aggregate number of your remaining RSUs.
|
|
(b)
|
If you have a Termination of Affiliation for Cause or for any reason other than under the circumstances described immediately above in Section 3(a) (including without limitation your failure to be reelected to the Company’s Board of Directors, your voluntary resignation or your failure to run for reelection to the Company’s Board of Directors), your RSUs, to the extent forfeitable immediately before such Termination of Affiliation, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
|
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Section 4.
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Investment Intent
|
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Section 5.
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Nontransferability of RSUs
|
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Section 6.
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Status of the Grantee
|
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Section 7.
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No Effect on Capital Structure
|
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Section 8.
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Adjustments
|
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Section 9.
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Amendments
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Section 10.
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Board Authority
|
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Section 11.
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Withholding
|
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(a)
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Your payment of an amount in cash equal to the amount to be withheld;
|
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(b)
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Withholding from those Shares that would otherwise be delivered to you under the Award a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or
|
|
(c)
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Withholding from compensation otherwise due to you.
|
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Section 12.
|
Notice
|
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Section 13.
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Severability
|
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Section 14.
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Binding Effect
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Section 15.
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Governing Law and Jurisdiction
|
Exhibit 99.1
|
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INVESTOR CONTACT:
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MEDIA CONTACT:
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Kerri Thurston
|
Ted Gartner
|
Phone | 913/397-8200
|
Phone | 913/397-8200
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E-Mail | investor.relations@garmin.com
|
E-Mail | media.relations@garmin.com
|