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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title
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Number of Shares
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Clifton Pemble
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President and COO
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28,220
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Kevin Rauckman
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CFO and Treasurer
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14,110
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits. The following exhibit is furnished herewith.
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Exhibit No.
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Description
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10.1
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Form of Non-Qualified Stock Option Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 27, 2010
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GARMIN LTD.
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Date: December 29, 2011
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/s/ Andrew R. Etkind
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Andrew R. Etkind
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Vice President, General Counsel and
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Corporate Secretary
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Exhibit No.
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Description
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10.1
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Form of Non-Qualified Stock Option Agreement pursuant to the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on June 27, 2010
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To:
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___________________________ ( “you” or the “Grantee”)
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Grant Date:
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_____________________ |
Total Number of Shares Subject to Option
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_____________________ (_________)
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Option Price per Share ($):
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$___.___
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Expiration Date:
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_____________________ |
GARMIN LTD.
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By:
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/s/ Min H. Kao
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Name:
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Min H. Kao
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Title:
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Chairman and CEO
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Section 1.
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Incorporation of Plan
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Section 2.
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Grant of Nonqualified Stock Option
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Section 3.
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Exercisability of Option
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(a)
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Except to the extent the Option is permitted to be transferred to a person set forth in Section 8(b) of this Award Agreement, during the Grantee's lifetime, this Option may be exercised only by the Grantee. This Option, except as specifically provided elsewhere under the terms of the Plan, will become exercisable as follows:
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Years Elapsed from Grant Date |
Percentage of Option 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, the Option will become fully exercisable according to the terms and conditions set forth in Section 6(a) below. In the event that the Grantee dies or becomes Disabled following the Grantee’s Termination of Affiliation, the exercisability of the Option will not accelerate due to such death or Disability and will be exercisable only to the extent it was exercisable on the date of the Grantee’s Termination of Affiliation.
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Section 4.
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Method of Exercise
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(a)
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through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such exercise,
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(b)
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through simultaneous sale through a broker of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board,
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(c)
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by transfer to the Company of the number of Shares then owned by the Grantee, the Fair Market Value of which equals the purchase price of the Shares purchased in connection with the Option exercise, properly endorsed for transfer to the Company; provided however, that Shares used for this purpose must have been held by the Grantee for such minimum period of time as may be established from time to time by the Board; and provided further that the Fair Market Value of any Shares delivered in payment of the purchase price upon exercise of the Options will be the Fair Market Value as of the exercise date, which will be the date of delivery of the certificates for the Stock used as payment of the exercise price. For purposes of this Section 4(c), in lieu of actually transferring to the Company the number of Shares then owned by the Grantee, the Board may, in its discretion permit the Grantee to submit to the Company a statement affirming ownership by the Grantee of such number of Shares and request that such Shares, although not actually transferred, be deemed to have been transferred by the Grantee as payment of the exercise price, or
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(d)
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by a “net exercise” arrangement pursuant to which the Company will not require a payment of the Option Price but will reduce the number of Shares upon the exercise by the largest number of whole shares that has a Fair Market Value on the date of exercise that does not exceed the aggregate Option Price. With respect to any remaining balance of the aggregate option price, the Company will accept a cash payment from the Grantee.
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Section 5.
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Expiration of Option
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Section 6.
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Effect of Termination of Affiliation
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(a)
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If the Grantee has a Termination of Affiliation on account of death or Disability, then any unexercised part of the Option, whether or not exercisable immediately before such Termination of Affiliation, will be fully exercisable and may be exercised, in whole or in part, at any time up to one year after such Termination of Affiliation (but only during the Option Term) by the Grantee or, after his or her death, by (A) his or her personal representative or the person to whom the Option is transferred by will or the applicable laws of descent and distribution, or (B) the Grantee's beneficiary designated in accordance with Article 11of the Plan;
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(b)
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If a Grantee has 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 any unexercised Option, whether or not exercisable on the date of such Termination of Affiliation, will thereupon be fully exercisable and may be exercised, in whole or in part for ninety (90) days following such Termination of Affiliation (but only during the Option Term); and
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(c)
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If the Grantee has a Termination of Affiliation for Cause, then any unexercised Option will terminate effective immediately upon such Termination of Affiliation; and
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(d)
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If the Grantee has a Termination of Affiliation for any reason other than for Cause, death or Disability, and other than under the circumstances described above in Section 6(b) above, then any unexercised Option, to the extent exercisable immediately before such Termination of Affiliation, will remain exercisable in whole or in part for ninety (90) days after such Termination of Affiliation (but only during the Option Term) by the Grantee or, after his or her death, by (A) his or her personal representative or the person to whom the Option is transferred by will or the applicable laws of descent and distribution, or (B) the Grantee's beneficiary designated in accordance with Article 11 of the Plan.
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Section 7.
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Investment Intent.
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Section 8.
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Nontransferability of Option
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(a)
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Except as provided above in Section 6(a) (in the event of the Grantee's death) and below in Section 8(b), no portion of the Option granted hereunder may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, or by the laws of descent and distribution. All rights with respect to the Option granted to the Grantee will be available during his or her lifetime only to the Grantee.
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(b)
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Pursuant to conditions and procedures established by the Board from time to time, the Board may permit the Option to be transferred to, exercised by and paid to (A) the Grantee's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), (B) any person sharing the Grantee's household (other than a tenant or employee), (C) a trust in which persons described in (A) or (B) have more than 50% of the beneficial interest, or (D) a foundation in which persons described in (A) or (B) or the Grantee owns more than 50% of the voting interests; provided such transfer is not for value. The following will not be considered transfers for value: (i) a transfer under a domestic relations order in settlement of marital property rights; and (ii) a transfer to an entity in which more than 50% of the voting interests are owned by persons described in (A) or (B) above or the Grantee, in exchange for an interest in that entity.
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Section 9.
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Restrictive Covenants
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(a)
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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 (A) as required by law, or (B) to the Grantee's legal and financial advisors who agree to be bound by this Section 9(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 9(b) will, 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 will 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 Section 9(e) will 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 9) 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 9, the Company and any Subsidiary will be entitled to injunctive relief therefor, and in particular, without limiting the generality of the foregoing, neither the Company nor any Subsidiary will 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 will terminate immediately the first date on which the Grantee engages in such activity and the Board will 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 upon exercise of all or any part of the Option 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 exercise of all or any part of the Option (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.
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Section 10.
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Status of the Grantee
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Section 11.
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No Effect on Capital Structure
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Section 12.
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Adjustments
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Section 13.
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Amendments
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Section 14.
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Board Authority
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Section 15.
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Withholding Taxes
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(a)
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Payment of an amount in cash equal to the amount to be withheld;
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(b)
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Requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or
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(c)
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withholding from compensation otherwise due to the Grantee.
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Section 16.
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Nonqualified Stock Option
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Section 17.
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Notice
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Section 18.
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Severability
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Section 19.
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Binding Effect
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Section 20.
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Governing Law
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