Garmin Ltd. Amended and Restated 2000 Non-Employee Directors' Option Plan as amended and restated on June 27, 2010 Stock Option Agreement
Exhibit
10.6
Amended
and Restated 2000 Non-Employee Directors' Option Plan
as
amended and restated on June 27, 2010
Garmin
Ltd., (the “Company”), grants to __________________, an option (the “Option”) to
purchase that number of the Company’s shares, CHF 10 par value per share
(“Shares”), all subject to the terms and conditions, in the attached Exhibit A
and in the Garmin Ltd. Amended and Restated 2000 Non-Employee Directors' Option
Plan, as may from time to time be amended (the “Plan”), a copy of which is
attached. Please refer to the Plan documents for definitions of terms
used in this Agreement and Exhibit ▇.
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▇▇▇▇▇
Date
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____________________
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Expiration
Date
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____________________
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Number
of Shares
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____________________
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Option
Price
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$___________________
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Exercisability
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Time Elapsed Since Grant
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Percentage Exercisable
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Less
than 1 year
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0 | % | |||
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1
year but less than 2 years
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33-1/3 | % | |||
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2
years but less than 3 years
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66-2/3 | % | |||
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3
years or more
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100 | % | |||
Please
indicate your acceptance of this Agreement and Exhibit A by entering your
OptionsLink password and clicking on the “Accept” button on the previous
screen. Responses should be delivered electronically within 10 days
of your receipt.
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By:
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EXHIBIT
A
to
Garmin
Ltd. 2000 Amended and Restated
Non-Employee
Directors' Option Plan
1. Manner of
Exercise. This Option may be exercised by delivering to the
Company (or its authorized agent), during the period in which the Option is
exercisable, (i) a written notice to purchase a specific number of Shares under
this Option, and (ii) full payment of the Option Price. Payment of
the Option Price shall be made by any one or more of the following:
(a) as
instructed by the Committee; or
(b) the
sale of the Shares acquired on exercise of this Option (i) through a
broker-dealer to whom you have 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 the Shares, or (ii) through simultaneous
sale through a broker of Shares acquired on exercise, as permitted by Regulation
T of the Federal Reserve Board.
The
exercise will become effective on the date on which both such notice and full
payment have been actually received by the Company (which date must be before
the Expiration Date shown on the Stock Option Agreement). You will
not have any rights as a shareholder of the Company with respect to the Shares
that you receive upon exercise of this Option until the Shares are issued to
your account .
2. Exercise upon death or
Disability. This Option shall become fully exercisable upon
your Termination of Affiliation due to death or Disability, and will remain
exercisable until the earlier of one year after your Termination of Affiliation
or the Expiration Date. After death, the executor or administrator of
your estate, your heirs or legatees, or beneficiary designated in accordance
with the Plan, as applicable, may exercise this Option at any time during the
Option Term.
3. Exercise Upon Change of
Control. If a Change of Control occurs and, within one year
thereafter, your service as a director is terminated (a) by the Company
other than for Cause, (b) because, despite your willingness to be slated,
you were not slated for reelection, or (c) having been slated for
reelection, you were not reelected, then your options, whether or not previously
exercisable, shall be fully exercisable upon the later of such termination of
your service and shall remain exercisable for the balance of their initial term,
notwithstanding Section 5 of this Agreement. The preceding
provision shall not apply if you were terminated on or after reaching Mandatory
Retirement Age, or if you would have reached Mandatory Retirement Age during
your ensuing term if you were to be reelected.
4. Termination for
Cause. This Option shall terminate immediately and any
unexercised portion shall be forfeited immediately upon your Termination of
Affiliation by the Company for Cause.
5. Exercise After
Termination. This Option may be exercised only while you are
serving on the Board of Directors, except as described in Sections 2 or 3, or as
follows:
(a) Except
as provided in Section 3, you are removed from the Board by the Company for any
reason other than for Cause including, but not limited to, the Company's
decision not to slate you for reelection, you may exercise this Option to the
extent the Option is vested immediately prior to such termination, at any time
during the first 12 months after your Termination of
Affiliation. This Section 5(a) does not apply if you are slated for
reelection but not elected.
(b) If
you have a Termination of Affiliation for any reason not described in Sections
2, 3, 4 or 5(a), including your failure to be reelected to the Board or
voluntary resignation, you may exercise this Option to the extent
vested immediately prior to such termination, at any time during the first 6
months after your Termination of Affiliation.
Under no
circumstances can this Option be exercised on or after the Expiration
Date.
6. Transfer of
Option. This Option is not generally transferable except by
will or the laws of descent and distribution and is exercisable during your
lifetime only by you or your guardian or legal representative; provided, that
this Option may be transferred prior to your death on such terms and conditions
as the Committee may prescribe from time to time to one or any combination of
the following: (a) your 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 your
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, (d) a
foundation in which you or persons described in (a) or (b) own more
than 50% of the voting interests; provided such transfer is not for
value. The following shall 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 you or persons described in (a) or (b)
above, in exchange for an interest in that entity.
7. Amendments. This
Agreement may be amended only by a writing executed by the Company and you which
specifically states that it is amending this Agreement; provided that this Agreement
is subject to the power of the Board to amend the Plan as provided therein,
except that no such amendment shall adversely affect your rights under this
Agreement without your consent.
9. Notices. Any
notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company, Attention: General Counsel, ▇▇▇▇▇▇▇▇ ▇▇/▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇. Any notice to be given to you shall be
addressed to you at the address listed in the Company’s records. By a
notice given pursuant to this Section, either party may designate a different
address for notices. Any notice shall have been deemed given when
actually delivered.
10. Severability. If
any part of this Agreement is declared by any court or governmental authority to
be unlawful or invalid, such unlawfulness or invalidity shall not serve to
invalidate any part of this Agreement not declared to be unlawful or
invalid. Any part so declared unlawful or invalid shall, if possible,
be construed in a manner that gives effect to the terms of such part to the
fullest extent possible while remaining lawful and valid.
11. Applicable
Law. This Agreement shall be governed by the substantive laws
of Kansas without regard to principles governing conflicts of
laws. Except as otherwise provided by mandatory forum requirements of
the applicable law, the courts of the State of Kansas shall have exclusive
jurisdiction with regard to any disputes under the Plan. The Company shall
retain, however, in addition the right to bring any claim in any other
appropriate forum.
12. Compliance with
Laws. Upon the request by the Company, you agree to deliver to
the Company at the time of any complete or partial exercise of this Option a
written representation that the Shares being acquired upon such exercise are
being acquired for investment and not for resale or with a view to the
distribution thereof. You hereby consent to any withholding and other
actions that the Company deems reasonably necessary to enable the Company to
obtain the benefit of an income tax deduction under the Internal Revenue Code of
1986, as amended, and any related state or local income tax laws.
13. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
considered an original, and such counterparts shall, together, constitute and be
one and the same instrument.